Rating Rationale
February 26, 2019 | Mumbai
Indianoil LNG Private Limited
Rating Reaffirmed 
 
Rating Action
Rs.787 Crore Compulsory Convertible Debentures CRISIL AAAr(SO)/Stable (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has reaffirmed its rating on compulsory convertible debentures (CCDs) of Indianoil LNG Private Limited (IOLPL) at 'CRISIL AAAr(SO)/Stable'.
 
The rating is based on the irrevocable and unconditional credit enhancement extended by Indian Oil Corporation Limited (IOCL; rated 'CRISIL AAA/Stable/CRISIL A1+'), for servicing the coupon payment on the CCD, and payment mechanism for the coupon payment administered by the debenture trustee.
 
According to the structure of the CCDs, IOCL will unconditionally and irrevocably fund the service account for the coupon payment on or before the coupon payment date on receipt of notice of payment from the debenture trustee. As per the payment mechanism, if IOLPL fails to deposit the amount into the service account one day prior to any coupon payment date, then IOCL, upon receipt of demand notice from debenture trustee at one day prior to the coupon payment date, will make the requisite payment on or before the coupon payment date. The payment structure is designed in a manner that ensures full and timely coupon payment to the investor.
 
Also, the agreement will remain unaffected even if IOLPL faces bankruptcy, in case of a dissolution, insolvency, liquidation, or winding up proceedings initiated by or against the issuer.
 
The 'r' symbol attached to the assigned rating indicates that principal payment on the rated instrument has non-credit risks. The terms of the instrument specify that debenture will get converted into ordinary equity share of IOLPL at the end of 36 months and thereupon the returns on the instrument (post conversion into equity shares) will depend on price on the conversion date. As a result, the value of the equity shares thus converted may be different from the face value of the debentures (principal payment).
 
However, till the time put option is in exercise, investors can draw comfort from the presence of unconditional and irrevocable 'mandatory put option' from IOCL. As per the option, if IOCL has not procured an Equity investor who has, or IOCL by itself has not acquired the debentures from principal investors prior to the expiry of 35 months from deemed date of allotment, IOCL will mandatorily and without requiring further intimation will buy the outstanding debentures for the aggregate of face value of debentures and accrued but unpaid amounts including coupon, if any, at the end of 35th month from the deemed date of allotment.

Analytical Approach

CRISIL has applied its analytical approach of rating instruments backed by guarantee.

Key Rating Drivers & Detailed Description
* Creditworthiness of IOCL
IOCL is strategically important to and receives support from the Government of India (GoI). IOCL has a dominant position in the oil refining and marketing sector, and strong operating efficiencies.  CRISIL believes IOCL will remain strategically important to GoI, and will continue to play a key role in implementing the government's socio-economic policies. Any change in GoI's stance on strategic importance or loss of management control will constitute a key rating sensitivity factor.
 
* Strong support from IOCL
Strategic/long-term financial investor is yet to be tied up for the project. IOCL intends to keep the JV as non-PSU and hence, any infusion from IOCL beyond seed capital of Rs.  0.005 crore before full tie up of equity from strategic investor would lead to IOLPL being named as a PSU entity. As a result, in the interim, in order to fund the equity requirements, IOLPL tied up CCDs of Rs. 653 crore and a second tranche of CCDs of Rs. 787 crore for part financing the project (with backstopping from IOCL). Further, IOCL will remain as the single largest shareholder of the company with at least 26% shareholding in IOLPL.
 
The terminal is expected to commence commercial operations by March 2019. IOLPL has also signed an off-take termsheet with IOCL for a tenure of 20 years, initially for 2.5 MTPA and later on for 4.5 MTPA.
Liquidity

The rating is based on the irrevocable and unconditional credit enhancement extended by IOCL for servicing the coupon payment on the CCD, and payment mechanism for the coupon payment administered by the debenture trustee. The LNG terminal is expected to commence commercial operations in March 2019. The company is expected to have adequate liquidity post commencement of operations driven by term sheet signed with IOCL for off-take of 2.5 MTPA of RLNG. The debt repayments would start in December 2020 quarter.

Outlook: Stable

The outlook is based on 'Stable' outlook of IOCL. Any change in CRISIL's view on the credit profile of IOCL remains a key rating sensitivity factor.

About the Company

IOLPL is a JV Company promoted by Indian Oil Corporation Limited (IOCL), a Maharatna Public Sector Undertaking (PSU), to implement and operate a 5 MMTPA LNG import storage and regassification Terminal at Kamarajar Port, Ennore, Tamil Nadu (R-LNG Terminal). IOLPL has been incorporated on May 29, 2015 with seed capital from promoter i.e. IOCL (50%) and financial investors namely IDFC (40%) and ICICI (10%). In the current fiscal, Maximus Investment Advisory Pvt. Ltd. has purchased IDFC's entire stake in IOLPL. The commencement date of terminal is 1st April 2019 and the terminal is expected to commission by March 2019.

The terminal is located at Kamarajar Port erstwhile Ennore Port in the State of Tamil Nadu, India. Kamarajar Port Limited (erstwhile Ennore Port Limited) has earmarked 130 acres of land within Kamarajar port area for the project for a lease period of 30 years. The Concession Agreement for the same has been executed on 31st July 2015.

The main Project facilities will consist of LNG storage tanks and associated facilities, re-gasification facilities including offsites and utility blocks and marine facilities including jetty.

Annexure- Coupon Payment structure for the Rs. 787 crore CCD

Timeline Event
T-1 day
  1. The Company shall deposit, into the Service Account, such amounts as are equal to the Coupon, payable on a Coupon Payment date, 1 (one) Business Day prior to such Coupon Payment Date;
  2. Upon failure of the Company to fund the Service Account in accordance with (i) above, the Debenture Trustee shall, 1 (one) Business Day prior to such Coupon Payment Date, issue notice to the Promoter in relation to funding of the Service Account and upon issuance of such notice, the Promoter shall fund or ensure that the Company funds the Service Account in a manner such that the balance in the Service Account is equal to the Coupon payable on a Coupon Payment Date, on or prior to such Coupon Payment Date.
  3. Upon receipt of the notice issued by the Debenture Trustee, the Promoter shall unconditionally and irrevocably fund the Service Account or ensure that the Service Account is funded on or before the Coupon Payment Date.
T day
  • Coupon payment to be made to investor based on the funds deposited in the Service Account.
*T being the coupon payment date
Key Financial Indicators*
Particulars Unit 2018  2017
Revenue Rs cr NA NA
Profit after tax Rs cr NA NA
PAT margin % NA NA
Adjusted debt/adjusted networth Times NA NA
Interest coverage Times NA NA
*Not Applicable as company is in the project stage

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 Cr)
Rating assigned
with outlook
INE086U08113 Compulsory Convertible Debenture 11-Jan-18 8.17% 11-Jan-21 300 CRISIL AAAr(SO)/Stable
INE086U08071 Compulsory Convertible Debenture 05-Feb-18 8.28% 11-Jan-21 150 CRISIL AAAr(SO)/Stable
INE086U08089 Compulsory Convertible Debenture 19-Mar-18 8.30% 11-Jan-21 150 CRISIL AAAr(SO)/Stable
INE086U08097 Compulsory Convertible Debenture 23-Apr-18 8.42% 11-Jan-21 100 CRISIL AAAr(SO)/Stable
INE086U08105 Compulsory Convertible Debenture 27-Jun-18 8.81% 11-Jan-21 87 CRISIL AAAr(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
Compulsory Convertible Debentures  LT  787.00
26-02-19 
CRISIL AAAr(SO)/Stable      01-02-18  CRISIL AAAr(SO)/Stable  30-10-17  Provisional CRISIL AAA(SO)/Stable    --  -- 
All amounts are in Rs.Cr.
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Upstream Oil and Gas Sector
The Rating Process

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