Rating Rationale
July 10, 2020 | Mumbai
First Business Receivables Trust
(Originator: Reliance Industries Limited)
Rs 11906.49 crore PTCs Rating Withdrawn 
 
Rating Action
Trust Name  Details  Amount Rated
(Rs. Cr.) 
Original Tenure (Quarterly) Ratings Rating Action
First Business Receivables Trust PTCs 3693.51 24# CRISIL AAA (SO)/Stable Rating Reaffirmed

11906.49
 
-- Provisional CRISIL AAA (SO)/Stable@ Rating Withdrawn
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
(#) There are 24 series of PTCs with tenures starting from 1 quarter to 24 quarters
@A prefix of 'Provisional' indicates that the rating centrally factors in the strength of specific structures, and will be supported by certain critical documentation by the issuer, without which the rating would either have been different or not assigned ab initio. This is in compliance with a May 6, 2015, Securities and Exchange Board of India (SEBI) directive, 'Standardizing the term, rating symbol, and manner of disclosure with regard to conditional/ provisional/ in-principle ratings assigned by CRAs'.
Detailed Rationale

CRISIL has withdrawn its 'Provisional CRISIL AAA (SO)/Stable' rating on Rs. 11,906.49 crore proposed Pass-Through Certificates (PTCs) of First Business Receivables Trust (FBRT), while reaffirming its 'CRISIL AAA(SO)/Stable' rating on the existing PTCs. The withdrawal is on the company's request, and is in line with CRISIL's policy.
 
Consequent to redemption, CRISIL has also withdrawn its rating on PTCs of Rs 259.13 crore (See Annexure of rating withdrawn for details) in line with its withdrawal policy. CRISIL has received independent confirmation that these instruments are fully redeemed.
 
As per the transaction structure, Reliance Industries Limited (RIL; 'CRISIL AAA/Stable/CRISIL A1+') has assigned a part of the receivables from a loan of Rs.15,600 crore ('loan') extended to Reliance Corporate IT Park Ltd (RCITPL), to FBRT. In December 2019, a loan of Rs. 3,693.51 crore was assigned, against which PTCs of the same amount were issued. FBRT does not have any plans to raise further PTCs going ahead. The ratings on proposed PTCs of Rs. 11,906.49 crore is therefore withdrawn.
 
There is no change in the transaction structure for the existing PTCs. The underlying loan has a charge over receivables from 'service users' due to the borrower, RCITPL. The loan receivables were assigned in exchange of a purchase consideration paid by the trust. At its end, the trust issued PTCs to investors for the same amount as the purchase consideration. Thus, the PTCs are serviced by payments from 'service users' which include RIL and its group companies Reliance Jio Infocomm Ltd (RJIL; 'CRISIL AAA/Stable/CRISIL A1+') and Reliance Retail Ltd ('CRISIL AAA/Stable/CRISIL A1+'). Axis Trustee Services Ltd is monitoring the overall transaction on behalf of the investors.
 
RCITPL provides infrastructure, information technology (IT) and IT enabled services across India, including from its office complex in Ghansoli, Navi Mumbai to RIL, RJIL and RRL, for which it has entered into 'service agreements' (SA) entered for a period of 13 years. The 'service fee' under the SA is credited to a trust controlled account ('collection & payout account'), five business days prior to the payout date to PTC investors. RCITPL acts as a 'collection & servicing agent' to ensure the fees are received in time. Further, the trust has full recourse on RCITPL, which is RIL's 100% owned subsidiary, to ensure timely payment to investors.
 
Moreover, the SA is non-terminable during the term of the PTCs, and no set-off is available to service users regarding the service fee. Payments towards actual operating cost incurred by the service provider (RCITPL) are payable by service users, and are separate from the service fee. Further, any other factor related to the services rendered by RCITPL, including deficiency in services or disputes and any unforeseen future liabilities does not have any impact on the 'service fee' payable.
 
The rating factors in soundness of the transaction's legal structure, the strong credit profile of the borrower, RCITPL, to which the trust has full recourse for timely payments, and the strong credit profile of the borrower's counter-parties, viz. RIL, RJIL and RRL.

Key Rating Drivers & Detailed Description
Supporting Factors
  • Credit quality of the borrower, RCITPL, and its strategic importance to RIL
    • The borrower has a strong credit profile, given its importance to the RIL group. RCITPL provides infrastructure, IT and IT enabled services to RIL and its group entities across India, including from the group's principal corporate office space ' its 10.4 mn sq.ft. complex at Ghansoli, Navi Mumbai.
The complex also has area available for further development of about 11.6 mn sq.ft. This is strategically important to the group as it has the capacity to house more than 50,000 employees of RIL and its group entities, and houses the network operating center for RIL's digital services operations under RJIL. RIL has also lent its name to RCITPL and has also be provided an undertaking to the trustee that it shall at least maintain a 51% shareholding in RCITPL over the tenure of the PTCs. Furthermore, RIL has full management control of RCITPL and the large market value of its real estate provides strong economic incentive for the parent to extend need-based support.
  • Credit quality of service users - RIL, RJIL and RRL
    • The PTCs are serviced through service fees paid by RIL (65% of total receivables), RJIL (24%) and RRL (11%), all of which enjoy strong credit profiles. RIL has strong competitiveness in the global oil refining business, leadership in the domestic petrochemicals industry, and exceptional financial flexibility. RRL is India's largest retail entity, by revenue, while RJIL is India's largest telecom service provider, by revenue market share. Further, the non-terminable nature of the service agreements mitigates the counterparty risk. 
       
  • Structure along with waterfall mechanism, ensuring timely debt servicing
    • The service fees must be credited by service users to the 'collections & payout' account five business days prior to the due date (T date). This provides sufficient time for the collection and payout agent to ensure timely payment to PTC holders. Also, under a waterfall mechanism, payment of interest and principal payments to PTC holders is prioritized, with only any residual amount in the collection and payout account paid to the borrower. 
       
  • The assigned loan receivables are aligned with payouts to PTC holders, and have a fixed interest and repayment schedule for their entire door-to-door tenure, thereby mitigating basis risk.
Constraining factors
  • RCITPL was earlier providing several other services to the RIL group and its related entities through its 'platform, projects and services' undertaking, such as project execution and Operations & Maintenance (O&M) of telecom towers/optical fiber infrastructure. These businesses were demerged into another group entity in September 2019. RCITPL now only provides infrastructure, IT and IT enabled services to RIL group and related entities across India, and will hold related real estate assets of the group going forward. After the demerger, the continuing business of RCITPL has a smaller scale than before, both in terms of revenue and profitability. Nevertheless, it will remain strategic to the RIL group.
Liquidity Superior

Liquidity position is superior supported by the financial flexibility of the RIL group.

Outlook: Stable

CRISIL believes that FBRT's credit profile will continue to be supported over the medium term by the strong credit profile of service users and the borrower, along with the soundness of the transaction's legal structure.

Rating Sensitivity factors
Downward factors
* Weakening of the credit quality of the borrower
* Deterioration in credit quality of the service user(s) by 1 notch
* Non-adherence to the key transaction terms envisaged at the time of the rating

About the originator (Reliance Industries Limited)
RIL is one of India's largest private sector companies, with diverse interests, including petrochemicals, oil refining, and upstream oil and gas exploration and production. RIL has strong competitiveness in the global oil refining and petrochemicals business, arising from its integrated business model with superior Complexity Index of 21.1 for its Jamnagar site, which makes it among the most complex sites in the world. Moreover, it is among the top 10 global petrochemical manufacturers and the leading player in the India. In the recent past, consumer facing businesses including retail and digital services have become RIL's principal growth drivers. RRL is India's largest retail entity by revenue, while RJIL is India's largest telecom service provider by revenue market share.
Key Financial Indicators - FBRT
Year Ended Mar 31   2019 2018
Total Assets Rs. crore NA NA
Total Income Rs. crore NA NA
Profit after tax Rs. crore NA NA
Adjusted Gearing Times NA NA
Return On Managed Assets % NA NA
NA: Not applicable; trust was incorporated in December 2019

Any other information: Not applicable

Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments and are included (where applicable) in the Annexure -- Details of Instrument in this Rating Rationale. For more details on the CRISIL complexity levels, please visit www.crisil.com/complexity-levels.
Annexure - Details of Instrument(s)
Type of Instrument Date of Allotment Coupon Rate (%) (p.a.p.m) Maturity
Date
Rated Amount
(Rs Cr.)
Complexity
Level
Outstanding
Rating
PTCs 30-Dec-19 0% Sep-20 126.15 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Dec-20 124 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Mar-21 139.81 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Jun-21 137.23 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Sep-21 134.42 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Dec-21 131.82 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Mar-22 146.89 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Jun-22 144 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Sep-22 141.28 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Dec-22 138.23 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Mar-23 152.34 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Jun-23 149.19 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Sep-23 146.29 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Dec-23 143.18 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Mar-24 155.96 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Jun-24 152.89 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Sep-24 149.52 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 0% Dec-24 146.19 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 8.59% Mar-25 244 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 8.59% Jun-25 249 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 8.59% Sep-25 254 Highly Complex CRISIL AAA (SO)/Stable
PTCs 30-Dec-19 8.59% Dec-25 128 Highly Complex CRISIL AAA (SO)/Stable
 
Annexure - Details of Rating Withdrawn
Type of Instrument Date of
Allotment
Coupon Rate (%) (p.a.p.m) Maturity Rated Amount
(Rs Cr.)
Complexity Level
PTCs 30-Dec-19 0% Mar-20 130.74 Highly Complex
PTCs 30-Dec-19 0% Jun-20 128.39 Highly Complex
PTCs NA* NA* NA* 11,906.49 Highly Complex
*Yet to be issued
Annexure - Rating History for last 3 Years
  Current 2020 (History)  2019 2018 2017 Start of 2017
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
PTCs  LT  3693.51 CRISIL AAA(SO)     18-12-19 Provisional CRISIL AAA(SO)          
PTCs  LT  11906.49 Withdrawn                  
All amounts are in Rs.Cr.
Links to related criteria
CRISILs rating methodology for ABS transactions
Evaluating risks in securitisation transactions - A primer
Legal analysis in structured finance transactions

For further information contact:
Media Relations
Analytical Contacts
Customer Service Helpdesk
Saman Khan
Media Relations
CRISIL Limited
D: +91 22 3342 3895
B: +91 22 3342 3000
saman.khan@crisil.com

Naireen Ahmed
Media Relations
CRISIL Limited
D: +91 22 3342 1818
B: +91 22 3342 3000
naireen.ahmed@crisil.com

Manish Kumar Gupta
Senior Director - CRISIL Ratings
CRISIL Limited
B:+91 124 672 2000
manish.gupta@crisil.com


Ankit Hakhu
Director - CRISIL Ratings
CRISIL Limited
B:+91 124 672 2000
ankit.hakhu@crisil.com


Vardhman Chand Rai
Rating Analyst - CRISIL Ratings
CRISIL Limited
D:+91 22 3342 3353
Vardhman.Rai@crisil.com
Timings: 10.00 am to 7.00 pm
Toll free Number:1800 267 1301

For a copy of Rationales / Rating Reports:
CRISILratingdesk@crisil.com
 
For Analytical queries:
ratingsinvestordesk@crisil.com


 

Note for Media:
This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper / magazine / agency. The rating rationale may be used by you in full or in part without changing the meaning or context thereof but with due credit to CRISIL. However, CRISIL alone has the sole right of distribution (whether directly or indirectly) of its rationales for consideration or otherwise through any media including websites, portals etc.


About CRISIL Limited

CRISIL is a leading agile and innovative, global analytics company driven by its mission of making markets function better. We are India’s foremost provider of ratings, data, research, analytics and solutions. A strong track record of growth, culture of innovation and global footprint sets us apart. We have delivered independent opinions, actionable insights, and efficient solutions to over 1,00,000 customers.
 
We are majority owned by S&P Global Inc., a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.
 
For more information, visit www.crisil.com 


Connect with us: TWITTER | LINKEDIN | YOUTUBE | FACEBOOK

About CRISIL Ratings
CRISIL Ratings is part of CRISIL Limited (“CRISIL”). We pioneered the concept of credit rating in India in 1987. CRISIL is registered in India as a credit rating agency with the Securities and Exchange Board of India (“SEBI”). With a tradition of independence, analytical rigour and innovation, CRISIL sets the standards in the credit rating business. We rate the entire range of debt instruments, such as, bank loans, certificates of deposit, commercial paper, non-convertible / convertible / partially convertible bonds and debentures, perpetual bonds, bank hybrid capital instruments, asset-backed and mortgage-backed securities, partial guarantees and other structured debt instruments. We have rated over 24,500 large and mid-scale corporates and financial institutions. CRISIL has also instituted several innovations in India in the rating business, including rating municipal bonds, partially guaranteed instruments and microfinance institutions. We also pioneered a globally unique rating service for Micro, Small and Medium Enterprises (MSMEs) and significantly extended the accessibility to rating services to a wider market. Over 1,10,000 MSMEs have been rated by us.


CRISIL PRIVACY
 
CRISIL respects your privacy. We may use your contact information, such as your name, address, and email id to fulfil your request and service your account and to provide you with additional information from CRISIL.For further information on CRISIL’s privacy policy please visit www.crisil.com.


DISCLAIMER

This disclaimer forms part of and applies to each credit rating report and/or credit rating rationale that we provide (each a “Report”). For the avoidance of doubt, the term “Report” includes the information, ratings and other content forming part of the Report. The Report is intended for the jurisdiction of India only. This Report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary licenses and/or registration to carry out its business activities referred to above. Access or use of this Report does not create a client relationship between CRISIL and the user.

We are not aware that any user intends to rely on the Report or of the manner in which a user intends to use the Report. In preparing our Report we have not taken into consideration the objectives or particular needs of any particular user. It is made abundantly clear that the Report is not intended to and does not constitute an investment advice. The Report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind or otherwise enter into any deal or transaction with the entity to which the Report pertains. The Report should not be the sole or primary basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

Ratings from CRISIL Rating are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities / instruments or to make any investment decisions. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. CRISIL assumes no obligation to update its opinions following publication in any form or format although CRISIL may disseminate its opinions and analysis. CRISIL rating contained in the Report is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment or other business decisions. The recipients of the Report should rely on their own judgment and take their own professional advice before acting on the Report in any way.CRISIL or its associates may have other commercial transactions with the company/entity.

Neither CRISIL nor its affiliates, third party providers, as well as their directors, officers, shareholders, employees or agents (collectively, “CRISIL Parties”) guarantee the accuracy, completeness or adequacy of the Report, and no CRISIL Party shall have any liability for any errors, omissions, or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the Report. EACH CRISIL PARTY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall any CRISIL Party be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the Report even if advised of the possibility of such damages.

CRISIL Ratings may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors. CRISIL’s public ratings and analysis as are required to be disclosed under the regulations of the Securities and Exchange Board of India (and other applicable regulations, if any) are made available on its web sites, www.crisil.com (free of charge). Reports with more detail and additional information may be available for subscription at a fee – more details about CRISIL ratings are available here: www.crisilratings.com.

CRISIL and its affiliates do not act as a fiduciary. While CRISIL has obtained information from sources it believes to be reliable, CRISIL does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives and / or relies in its Reports. CRISIL keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of the respective activity. As a result, certain business units of CRISIL may have information that is not available to other CRISIL business units. CRISIL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. CRISIL has in place a ratings code of conduct and policies for analytical firewalls and for managing conflict of interest. For details please refer to: https://www.crisil.com/en/home/our-businesses/ratings/regulatory-disclosures/highlighted-policies.html

CRISIL’s rating criteria are generally available without charge to the public on the CRISIL public web site, www.crisil.com. For latest rating information on any instrument of any company rated by CRISIL you may contact CRISIL RATING DESK at CRISILratingdesk@crisil.com, or at (0091) 1800 267 1301.

This Report should not be reproduced or redistributed to any other person or in any form without a prior written consent of CRISIL.

All rights reserved @ CRISIL