Rating Rationale
January 02, 2019 | Mumbai
Bansi Mall Management Company Private Limited
Rating reassigned to 'CRISIL BBB-(SO)/Stable'
 
Rating Action
Total Bank Loan Facilities Rated Rs.250 Crore
Long Term Rating CRISIL BBB-(SO)/Stable (Reassigned)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has reassigned its 'CRISIL BBB-(SO)/Stable' rating to the long-term bank facility of Bansi Mall Management Company Private Limited (BMMCPL) against 'CRISIL BBB-/Stable' earlier.
 
The 'SO' suffix has been assigned to the rating due to ring fencing of the lease rentals and the tight escrow mechanism associated with the debt repayment, which ensures all the receivables from lease rentals are utilised to meet debt obligation before any other expense.
 
The rating continues to reflect steady cash flows from long-term contracts, adequate debt protection metrics for the rated term loan, and expectation of no further increase in debt over the near term. The rating also factors in the extensive track record of the promoters in managing malls, need-based financial support from group companies, and personal guarantees of the main promoters, Mr Kishore Biyani and Mr Vijay Biyani, for the rated loan. These strengths are partially offset by a modest capital structure and high exposure to group companies, though not expected to increase over the medium term.

Analytical Approach

CRISIL has taken a standalone view on BMMCPL as there are no financial linkages with other group companies. Furthermore, given the undertaking provided by the company indicating no financial linkages between leasing business and other business, as well as the tight escrow mechanism for ring fencing of lease rentals, CRISIL has only considered the cash flow from the lease rental business.

Key Rating Drivers & Detailed Description
Strengths
* Full occupancy and steady cash flows from long-term lease agreements
The company has an overall leasable area of 148,198 square foot (sq ft), which has currently been completely leased out. Long-term agreements with group companies have inbuilt escalation of 5% in rentals every three years. The long-term nature of the contract ensures greater visibility of cash flows over the medium term, thereby improving the financial risk profile.
 
* Escrow-backed repayment mechanism ensuring moderate debt protection metrics
The account is also backed by a tight water fall mechanism, which ensures all lease rentals are deposited directly to the escrow account, and used to service the maturing debt and interest obligations before meeting any other expense. This ensures debt protection metrics remain adequate, with average debt service coverage ratio (DSCR) of over 1.22 times over the tenure of debt. Any increase in debt may impact the metrics and will remain a key rating sensitivity factor.
 
* Extensive industry experience of the promoters, and need-based financial support as well as personal guarantees from the main promoters
The promoters have been in the retail and mall management business for over 26 years through the Future group, which operates retail chains in 95 cities across India, covering about 160 lakh sq ft. The group has been supporting BMMCPL's operations since it was acquired by Mr Kishore Biyani in 2006. The company's property is favourably located and has huge potential for redevelopment. CRISIL believes the company will continue to receive operational and need-based financial support from the promoters and group companies. In addition, there is high commitment from the promoters towards this mall, with personal guarantees given by Mr Kishore Biyani and Mr Vijay Biyani for the rated loan.
 
Weaknesses
* Modest capital structure
As on March 31, 2018, the adjusted networth was a negative Rs 211 crore and overall debt was around Rs 995 crore. The company has been historically highly leveraged. However, as on March 31, 2018, only Rs 232 crore of the total debt constituted the secured bank loan, the rest being unsecured loans from related parties. Furthermore, the company does not plan to contract any incremental external debt and plans to reduce overall debt over the medium term.
 
* High exposure to group companies
As on March 31, 2018, loans and advances to group companies were Rs 342 crore; these have been at Rs 342-529 crore in the past five fiscals. In line with the undertaking provided to CRISIL, BMMPCL is not expected to increase the exposure to group companies substantially in the near term.
Outlook: Stable

CRISIL believes BMMCPL will maintain its moderate debt protection metrics for the rated debt backed by steady cash flows from lease rentals, over the medium term. The outlook may be revised to 'Positive' in case of higher cash flows, significantly improving the debt protection metrics. The outlook may be revised to 'Negative' if debt protection metrics weaken on account of low cash flows or additional debt is contracted to support group companies.
 
Liquidity
Liquidity is moderate. The expected average DSCR is 1.22 throughout the tenure of the loan. The outstanding long term bank debt and debt-to-lease rentals ratio was Rs 213.5 cr and 3.69 times respectively as on November 30, 2018, and is expected to improve with gradual repayment of debt and provide a cushion for raising additional debt, if required. The cash and cash equivalent balance was Rs 6 crore as on March 31, 2018.

About the Company

BMMCPL was incorporated in 2005 by the promoters of the Future group to develop and manage SOBO Central Mall (formerly Crossroad Mall) at Haji Ali, Mumbai. It also acts as a special purpose vehicle for other group companies of the Future group. SOBO Mall has total leasable area of 148,198 sq ft, which has been fully leased out. The mall's clientele comprises, Future Retail Ltd, and Future Lifestyle Fashions Ltd.

Key Financial Indicators
Particulars Unit 2018
(Actual)
2017
(Actual)
Revenue Rs crore 91 62
Profit after tax (PAT) Rs crore -6   -7
PAT margins % -6.4% -11.8%
Adjusted debt/Adjusted networth Times -4.71 -5.14
Interest coverage Times 1.06 1.00

Any other information: Not applicable

Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.
Annexure - Details of Instrument(s)
ISIN Name of instrument Date of allotment Coupon rate % Maturity date Issue size
(Rs crore)
Rating assigned with outlook
NA Long Term loan 01-Nov-2016 NA 31-Aug-2025 250 CRISIL BBB-(SO)/Stable
Annexure - Rating History for last 3 Years
  Current 2019 (History) 2018  2017  2016  Start of 2016
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Fund-based Bank Facilities  LT/ST  250.00  CRISIL BBB-(SO)/Stable          09-10-17  CRISIL BBB-/Stable  11-11-16  CRISIL BBB-/Stable  CRISIL B-/Stable 
                    29-09-16  Withdrawn   
All amounts are in Rs.Cr.
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Long Term Loan 250 CRISIL BBB-(SO)/Stable Long Term Loan 250 CRISIL BBB-/Stable
Total 250 -- Total 250 --
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
CRISILs criteria for rating debt backed by lease rentals of commercial real estate properties
CRISILs Bank Loan Ratings

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