Fixed Income Portfolios (For Broker/Professional Use)
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Securities in Fixed Income Portfolios (For Broker/Professional Use) S. No. Company / Type of Description Security / Rating 1 Aasan Developers & Constructions Private Source: http://icra.in/Files/Reports/Rationale/Aasan%20Developers_r_29062015.pdf Limited BACKGROUND: Security: Corporate Debt Aasan Developers & Constructions Private Limited (ADCPL) was setup in July 2011 and has no operating or investing activities. The sole Rating: ICRA A+(SO) shareholder of ADCPL is Alpex Holdings Private Limited (from November 2014; prior to that, the company was held by PEL Infra Constructions & Developers Private Limited, PRL Developers Private Limited and Thoughtful Realtors Private Limited), which is held by Akshar Fincom Private Limited, which is the sole trustee of Sri Gopalkrishna Trust. As on March 31, 2015, the company has no external debt on its books and has availed only short-term unsecured loans from group concerns. The Sri Krishna Trust (SKT) was incorporated in 2005 for managing the investment holdings of the promoters in Piramal Enterprises Limited (PEL; rated [ICRA]AA(Stable) / [ICRA]A1+ by ICRA) and Piramal Phytocare Limited (PPL). The sole trustee for SKT is Piramal Management Services Private Limited (PMSPL) where the major shareholders are Mr. Ajay Piramal and Dr. Swati Piramal. As on March 31, 2015 the promoter group holding in PEL is ~52.85% of which 48.75% is held via SKT. Based on the current group structure, SKT is the principle holding trust for the promoter stake held in PEL (the flagship company of the Piramal Group). SKT’s credit profile is supported by its reasonably strong financial flexibility owing to its 48.7% stake in PEL (market valuation of Rs. 7,794 crore as of June 16, 2015). PEL holding also provides steady flow of dividends to SKT. The credit profile is further supported by the borrowing cap applicable on SKT (lower of Rs. 1,500 crore and 25% of the market value of PEL shares held by SKT), which ensures that it has adequate refinancing ability. The source of income for SKT has primary been dividend from key investee company PEL (minimal income from other sources like sale of shares and interest received against FDs). Until Dec 2012, SKT was holding shares of PEL through its 100% subsidiary PHL Holdings Private Limited (PHL) and not directly. The dividend distributed by PEL was Rs. 350.98 crores for FY 2012 (which was declared and distributed in August 2012). By virtue of its 48.7% shareholding in PEL, PHL had received Rs. 170.45 crore as cash flows from dividend. However, only around 2.7% of this amount (Rs. 4.73 crore) was passed to SKT in FY 13, and the balance was retained on the books of PHPL. In Dec 2012, the Piramal Group decided to amalgamate PHL into PEL. Post the merger (Jan 2013 onwards), SKT became the direct holding entity for promoter’s stake in PEL. Thus, though the amount of total dividend distributed by PEL for FY 2013 was largely stable on Y-o-Y basis at Rs. 353.31 crore; by virtue of holding 48.7% stake in PEL directly, SKT received Rs. 147.23 crore as cash flows from dividends in FY 14. In May 2014, PEL’s board approved a special dividend of Rs. 35.0 per equity share, which was in addition to the normal dividend of Rs.17.50 per equity share for FY 14. Hence, SKT received dividend cash flows of ~Rs. 441 crore in August 2014. Key Features of the Transaction The NCDs would have a scheduled tenor of upto 3 years from the deemed date of allotment. The principal amount on the NCDs would be payable in one bullet installment on the scheduled maturity date. The coupon amount would be payable on an annual basis. The guarantee from SKT would cover all Issuer obligations that may arise on the rated NCDs. The payment mechanism is designed to ensure timely payment to the NCD investors, as per the terms of the transaction. RATING RATIONALE: The rating for the NCDs is based on the strength of an unconditional, irrevocable and continuing guarantee by The Sri Krishna Trust (SKT; Guarantor), one of the principal holding entities of the Ajay Piramal group. The rating also factors the payment mechanism designed to ensure timely payment on the rated NCDs as per the terms of the transaction. 1 The information contained herewith is not a complete representation of every material fact regarding any industry, security or the fund and is neither an offer for units nor an invitation to invest. The information is primarily based on the rating rationales from the respective rating agencies (CRISIL/ICRA/CARE/Brickwork/India Ratings) and should not be construed as views of Franklin Templeton AMC. 2 Adani Enterprises (Source: http://www.careratings.com/upload/CompanyFiles/PR/ADANI%20ENTERPRISES%20LTD.-03-23-2015.pdf) Limited (AEL) BACKGROUND Security: Corporate Debt Incorporated in 1993, AEL is the flagship company of the Adani Group. AEL, on standalone basis is engaged in coal and power trading Rating: CARE A+(SO) businesses, whereas, Adani Group as a whole is engaged in diversified businesses and operates across a range of sectors including coal mining, power generation and transmission, port operations, logistics, oil and gasexploration, city gas distribution, agro-processing and storage, commodity trading etc. Board of directors of AEL, APL and APSEZ have approved the scheme of demerger of the diversified businesses of the group on January 30, 2015. Under the scheme of arrangement, APL & APSEZ which are currently the subsidiaries of AEL shall cease to be AEL’s subsidiary. The appointed date for the scheme wherein the undertakings shall vest in the respective resulting companies has been fixed at April 01, 2015. The transactions are expected to be close by December 31, 2015. The Scheme of Arrangement is likely to simplify the corporate structure providing the shareholders of AEL direct shareholding in the respective operating companies and listing of one of the largest private sector transmission companies with over 5,000 circuit kms of transmission lines across Western, Northern and Central regions of India. AEL will emerge as a company focused in the business of coal mining & trading which are interlinked and integrated businesses are brought under one entity. RATING RATIONALE The above ratings have been placed on ‘Credit Watch’ in March 2015 in view of the impending possible impact of the scheme of business restructuring in the Adani group on the credit profile of Adani Enterprises Ltd. (AEL). CARE is in the process of evaluating the impact of the same on the credit quality of AEL. As such, CARE would await further developments to unfold, to enable it to assess the situation. CARE would arrive at the credit quality upon emergence of clarity about effect of business restructuring on the financial risk profile of AEL. The ratings, however, derive strength from the wide experience of the promoters of AEL in global trading businesses, AEL’s leading position in imported coal trading business in the country along-with overseas mining assets, diversified operations of the group with strong presence in the energy value chain. The ratings also continue to draw comfort from group’s significant financial flexibility, strong revenue visibility, revenue diversity and proven project execution capabilities. The ratings are, however, constrained on account weakening of the financial risk profile of AEL primarily due to subdued performance of one of its key subsidiaries viz. Adani Power Ltd. (APL) necessitating significant financial support from AEL, less than envisaged progress in its domestic and overseas mining operations, increasing financial support towards power and oil & gas exploration business in its subsidiaries and implementation risks associated with large-sized ongoing projects in the subsidiaries in diverse areas. Repatriation of funds lent to group companies, reduction in debt level, improvement in profitability, timely implementation and stabilization of mining projects, conducive regulatory environment and improved performance of the subsidiaries shall be key rating sensitivities. 3 Adani Ports & Special Source: http://www.icra.in/Files/Reports/Rationale/Adani%20Ports_r_03082015.pdf Economic Zone Ltd BACKGROUND: Security: Corporate Debt APSEZL is the developer and operator of the Mundra port located in the Kutch district of Gujarat on the west coast of India, under a 30-year Rating: ICRA AA+ Concession Agreement with the Gujarat Maritime Board (GMB), valid till February 2031. As per a recently initiated group restructuring, the majority equity holding in APSEZL, earlier held by Adani Enterprises Limited is now replaced by direct holding of the Gautam Adani family, while the balance would continue to remain with the public. APSEZL commenced trial operations at Mundra port in 1998 and commercial operations in 2001 and in a decade’s time the port has grown to become the largest port in the country by cargo handling capacity. The port offers handling services for all kinds of cargoes viz. bulk- dry and liquid, crude and containers. Apart from the port operations, APSEZL is also the approved developer of a multi-product SEZ at Mundra and its surrounding areas. Further through its majority/wholly owned SPVs, APSEZL has a presence in the logistics business (container trains and ICDs) and is associated with port/terminal developments in Dahej, Hazira, Mormugao, Dhamra, Kandla, Vizag and Ennore in India. RATING RATIONALE: ICRA has upgraded the long term rating on the on Convertible Debenture (NCD) programme and the bank limits of Adani Ports and Special Economic Zone Limited (APSEZL) to [ICRA]AA+ (pronounced ICRA double A plus) from [ICRA]AA- (pronounced ICRA double A minus) in 2 The information contained herewith is not a complete representation of every material fact regarding any industry, security or the fund and is neither an offer for units nor an invitation to invest.