Rating Rationale
January 28, 2020 | Mumbai
Jubilant Life Sciences Limited
Long-term rating continues on 'Watch Developing'; CP reaffirmed 
 
Rating Action
Rs.350 Crore Non Convertible Debentures CRISIL AA (Continues On 'Rating Watch with Developing Implication')
Rs.400 Crore Commercial Paper Programme CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL's ratings on the non-convertible debentures (NCD) of Jubilant Life Sciences Limited (JLL) continue on 'Rating Watch with Developing Implications' and reaffirming its 'CRISIL A1+' rating on the entity's commercial paper programme.

CRISIL has also withdrawn its rating on the NCDs of Rs 350 crore as these are completely redeemed. This is line with CRISIL's policy on withdrawal of rating

CRISIL had earlier placed the ratings on the non-convertible debentures on 'watch with developing implications' after the Board of Directors of JLL announced its approval for reorganising JLL's businesses and recommended demerger of the life science ingredients (LSI) business.

As per the transaction, the LSI business (including related subsidiaries, accounting for 39% of JLL's revenue and about 24% of earnings before interest, depreciation taxes and unallocated expenses) will be transferred to another entity, which will house specialty intermediates, nutritional products and life science chemicals through five manufacturing facilities in India. The pharmaceutical entity, under JLL, will have three businesses: 1) pharmaceutical business through Jubilant Pharma Ltd Singapore, which is into radiopharmaceuticals, allergy therapy products, active pharmaceuticals ingredients, and solid dosage formulations and contract manufacturing, 2) drug discovery services business through Jubilant Biosys Ltd & Jubilant Chemsys Ltd and 3) proprietary drug discovery business through Jubilant Therapeutics, which is into small molecule therapies related to oncology and auto-immune disorders.

The management also plans amalgamation of promoter shareholding companies into JLL with an objective to simplify the holding structure of the promoters with no change in ownership percentage and number of shares of the promoters in JLL. With this merger of the holding companies, no incremental liabilities will be added in JLL. The demerger is structured such that existing shareholders will have similar shareholding in each entity. The demerger is likely to take another 6-7 months, subject to necessary statutory and regulatory approvals from Stock Exchanges, National Company Law Tribunal (NCLT), minority shareholders, lenders, and creditors. The Company has filed application with National Stock Exchange of India Limited and BSE Limited for seeking its no objection certificate (NOC)r for the composite scheme of arrangement. The company expects to receive NOC from the stock exchanges within next two-three weeks post which, filing would be done with NCLT, who will direct for holding meetings of the creditors and shareholders, conduct hearing and approve the scheme. The company shall then file NCLT order and application for listing of Jubilant LSI Limited on NSE and BSE.As informed by the management, the objective of the demerger is to unlock shareholder value and enable focused investments for each entity. The management aims to create distinct business undertakings, which will enable greater operational efficiency and a dedicated management structure. In January 2020, NCDs of Rs 745 crore was refinanced with long-term bank loans.

CRISIL notes that JLL's credit risk profile, post the demerger, will continue to be supported by the pharmaceuticals business that currently accounts for 58% of the consolidated revenue and 75% of operating profit (earnings before interest, depreciation tax and unallocated expenses) given the healthy portfolio of products and presence in niche segments such as radiopharmaceuticals, allergy therapy products and contract manufacturing for global pharmaceutical companies. CRISIL is in discussion with JLL's management to better understand the division of assets and liabilities (including debt), and will remove the ratings from watch, and announce its final action once key regulatory approvals are obtained. In

The ratings reflect JLL's strong business risk profile due to diversified revenue, healthy profitability -- driven by focus on regulated markets with niche products in the pharmaceuticals segment ' along with economies of scale and integrated operations in the LSI segment. The ratings also factor in adequate financial risk profile, supported by improving gearing and debt protection metrics. These strengths are partially offset by product concentration in some businesses, and exposure to regulatory risks and competitive pressures.

Analytical Approach

For arriving at the ratings, CRISIL has combined the business and financial risk profiles of JLL and its subsidiaries, collectively referred to as JLL. That is because these companies have considerable operational and financial linkages. Furthermore, CRISIL has amortised the goodwill arising out of acquisitions over a decade from the date of the respective acquisitions.

Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description
Strengths
* Strong business risk profile, backed by diversified revenue
The company has pursued significant diversification of businesses even while building on its knowledge of chemistry. The pharmaceuticals segment is expected to benefit from established market position of Triad Isotopes Inc (Triad) in the US. About 58% of the revenue came from the pharmaceuticals segment while LSI contributed 39% in fiscal 2019. These two segments have diversified sub-segments. Revenue is geographically diversified across North America, India and rest of the world. Revenue grew 21% in fiscal 2019, backed by strong growth of 33% in the pharmaceuticals segment, driven by the full-year benefit of the acquisition of the radiopharmacy business of Triad in September 2017. Through Triad, JLL has presence in front-end radiopharmaceutical distribution in the US. In the first half of fiscal 2020, the pharmaceuticals segment grew about 10%. Growth from new products and execution of existing contracts in radiopharmaceuticals, and steady growth in allergy therapy products and the contract manufacturing segment should continue to boost the specialised pharmaceuticals business.

* Focus on regulated markets with niche products support profitability
Operating margin in the pharmaceuticals segment is backed by focus on regulated markets and a healthy portfolio of niche products. For instance, in the radiopharmaceuticals business,a speciality product portfolio with limited competition drives profitability.

* Economies of scale and integrated operations underpin performance in the LSI segment
Business risk profile in the LSI segment is backed by high operating efficiency. Economies of scale derived from global presence of capacities, high level of integration in manufacturing, deep chemistry knowledge, and continuous improvement in cost efficiency have insulated the operating margin from volatility in input prices as well as any shift in demand between different products in the value chain. Thus, the operating margin has increased to 13.70% in the first half of fiscal 2020 from 12.60% in the first half of fiscal 2019.

* Adequate and improving financial risk profile
Strong cash-generating ability, prudent capital spend, and efficient working capital management strengthen the financial risk profile. Adjusted gearing moderated to 1.6 times as on March 31, 2019, from over 2 times as on March 31, 2017, and is expected to improve further. This should lead to sustained improvement in credit metrics. The balance sheet was moderately leveraged during fiscals 2016 and 2017, and has improved as term debt is repaid, while networth benefits from strong accretions to reserve. Gearing weakened marginally in fiscal 2019 because of issuance of bonds to refinance an existing loan with the excess funds parked as cash and cash equivalents. Adjusted gearing was 1.6 times and gearing on net debt basis was 1.1 times as on March 31, 2019. The ratio of net debt to EBITDA (earnings before interest, tax, depreciation, and amortisation) was 2 times (2.2 times for a year earlier).  The impact of the proposed demerger on the financial risk profile will remain closely monitored until the debt and the repayment ability of the demerged businesses can be ascertained.
 
Weaknesses
* Product concentration in some businesses
In the radiopharmaceuticals business, significant revenue is derived from a single product. However, the risk is mitigated as products have high entry barriers, limiting competition. The company is also diversifying through niche product launches in the radiopharmaceuticals business. In the LSI business, revenue contribution is high from ethyl acetate, acetic anhydride, pyridine, and Vitamin B3. Revenue from the LSI segment has moderated in the last few quarters because of lower realisation in the acetyl segment and high prices of molasses. The segment declined by 10% in the first six months of fiscal 2020.

* Exposure to regulatory risks and intense competition
The regulatory scrutiny that JLL is exposed to is manifested in its generic facility in Roorkie (Uttarakhand), receiving a warning letter from the US Food and Drug Administration (FDA). Official action was indicated for its facility in Nanjangud (Karnataka) as well by the US FDA in fiscal 2019. The company remains exposed to risks related to timely resolution of the issues at its Roorkie and Nanjangud facilities

In the LSI business, JLL faced anti-dumping duty for its pyridine exports to China in 2015. The company has since entered other geographies, thereby derisking pyridine exposure to China. Further, in January 2020, China has terminated the anti-dumping duty. However, any adverse impact of regulatory actions on revenue and profitability will remain a key rating sensitivity factor. Furthermore, the solid dosage business is intensely competitive because of aggressive defence tactics by innovator companies through introduction of authorised generics, and healthcare cost containment measures by the US government. Also, solid dosage formulations players in the US and Europe are vulnerable to pricing pressure owing to increase in the number of players and consolidation among distributors.
Liquidity Strong

Liquidity is supported by healthy annual cash generating ability (over Rs 1,000 crore) and moderate utilisation of bank lines (about 64% for the six months through September 2019). Large capital expenditure (capex) of Rs 600-700 crore annually is expected to be funded prudently with low reliance on debt .The company is expected to generate sufficient cash accruals against negligible term debt repayment over the medium term. Cash and cash equivalents including other bank balance were at Rs 1,363 crore as on September 30, 2019.

Rating sensitivity factors
Upward Factors
* Stronger-than-anticipated business performance, led by new product launches post the proposed demerger and sustained improvement in the EBITDA margins of the pharmaceutical business
* Faster-than-expected debt reduction and improvement in credit metrics ' for instance debt to EBITDA ratio improving to 1 time - led by substantial cash generation or lower-than-expected debt

Downward Factors
* Regulatory issues or pricing pressures or demerger, leading to substantially low profitability and  impacting cash flow
* Demerger or large, debt-funded capex or acquisition, resulting in higher leverage - for instance, net debt/EBITDA ratio of over 2.5 times.

About the Company

JLL is an integrated global pharmaceutical and life sciences company engaged in pharmaceuticals, LSI, and drug discovery and development solutions. In the pharmaceuticals segment, JLL manufactures active pharmaceutical ingredients, solid dosage formulations, radiopharmaceuticals, and allergy therapy products through its wholly owned subsidiary, Jubilant Pharma Ltd, and undertakes contract manufacturing of sterile and non-sterile products through six US FDA-approved manufacturing facilities in India, the US, and Canada. It also has a network of over 50 radiopharmacies in the US. The LSI segment is engaged in speciality intermediates, nutritional products, and life science chemicals through five manufacturing facilities in India. The drug discovery and development solutions segment provides proprietary in-house innovation and collaborative research and partnership for out-licensing through two research centres in India. As on September 30, 2019, the promoters held 50.68% stake in JLL, and the balance was held by the public and others.
 
JLL is a part of the Jubilant Bhartia group that has interests across pharmaceuticals, LSI, performance polymers, food products and services, automobiles, consulting in aerospace, and ilfield services. Mr Shyam Sunder Bhartia and Mr Hari Bhartia are the promoters.

For the first six months of fiscal 2020, revenue and profit after tax (PAT) were Rs 4,448 crore and Rs 434 crore, respectively, as against Rs 4,348 crore and Rs 413 crore for the first half of fiscal 2019.

Key Financial Indicators
Particulars Unit 2019 2018
Operating income (net of excise) Rs crore 9, 112 7,518
Profit after tax (PAT)* Rs crore 523 490
PAT margin % 5.7 6.5
Adjusted debt/adjusted networth* Times 1.6 1.4
Interest coverage Times 8.1 5.5
*Adjusting for goodwill amortisation

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
NA Commercial Paper Programme NA NA 7-365 days 400.00 CRISIL A1+
NA Non-Convertible Debentures* NA NA NA 350.00 CRISIL AA/Watch Developing
*Yet to be placed
 
Annexure- Details of Rating Withdrawn
ISIN Name of Instrument Date of Allotment Coupon Rate (%) Maturity
Date
Issue Size
(Rs.Cr)
INE700A07055 Non-convertible Debentures 05-Sep-18 8.95 05-Sep-20 100.00
INE700A07063 Non-convertible Debentures 05-Sep-18 9.10 05-Sep-21 100.00
INE700A07071 Non-convertible Debentures 05-Sep-18 9.26 05-Sep-22 150.00
 
Annexure - List of entities consolidated
Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation
Jubilant Clinsys Limited 100% Subsidiary
Jubilant Biosys Limited 99.92% Subsidiary
Jubilant Chemsys Limited 100% Subsidiary
Jubilant First Trust Healthcare Limited 100% Subsidiary
Jubilant Infrastructure Limited 100% Subsidiary
Jubilant DraxImage Limited 100% Subsidiary
Jubilant Innovation (India) Limited 100% Subsidiary
Vanthys Pharmaceutical Development Private Limited 100% Subsidiary
Jubilant Generics Limited 100% Subsidiary
Jubilant Therapeutics India Limited 100% Subsidiary
Jubilant Business Services Limited 100% Subsidiary
Cadista Holdings Inc. 100% Subsidiary
Jubilant Cadista Pharmaceuticals Inc. 100% Subsidiary
TrialStat Solutions Inc. 100% Subsidiary
Jubilant Pharma Holdings Inc. 100% Subsidiary
Jubilant Clinsys Inc. 100% Subsidiary
HSL Holdings Inc. 100% Subsidiary
Jubilant HollisterStier LLC 100% Subsidiary
Jubilant Life Sciences (USA) Inc. 100% Subsidiary
Jubilant DraxImage (USA) Inc. 100% Subsidiary
Draxis Pharma LLC 100% Subsidiary
Jubilant HollisterStier Inc. 100% Subsidiary
Jubilant Discovery Services LLC 100% Subsidiary
Draximage (UK) Limited 100% Subsidiary
Jubilant Pharma Limited 100% Subsidiary
Jubilant Life Sciences International Pte. Limited 100% Subsidiary
Jubilant Biosys (Singapore) Pte. Limited 100% Subsidiary
Jubilant Drug Development Pte. Limited 100% Subsidiary
Jubilant Innovation Pte. Limited 100% Subsidiary
Drug Discovery and Development Solutions Limited 100% Subsidiary
Jubilant Life Sciences (Shanghai) Limited 100% Subsidiary
Draximage Limited 100% Subsidiary
Draximage Limited 100% Subsidiary
Jubilant Pharma NV 100% Subsidiary
Jubilant Pharmaceuticals NV 100% Subsidiary
PSI Supply NV 100% Subsidiary
Jubilant Life Sciences NV 100% Subsidiary
Jubilant Life Sciences (BVI) Limited 100% Subsidiary
Jubilant Biosys (BVI) Limited 100% Subsidiary
Jubilant DraxImage Inc. 100% Subsidiary
6981364 Canada Inc. 100% Subsidiary
Jubilant Innovation (USA) Inc. 100% Subsidiary
Jubilant Pharma Australia Pty Limited 100% Subsidiary
Jubilant DraxImage Radiopharmacies Inc. 100% Subsidiary
Jubilant Pharma SA Pty Limited 100% Subsidiary
Jubilant Therapeutics Inc. 100% Subsidiary
Jubilant Episcribe LLC 100% Subsidiary
Jubilant Epicore LLC 100% Subsidiary
Jubilant Prodel LLC 100% Subsidiary
Jubilant Epipad LLC 100% Subsidiary
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
Commercial Paper  ST  400.00  CRISIL A1+     31-10-19  CRISIL A1+  25-06-18  CRISIL A1+  28-04-17  CRISIL A1+  -- 
            29-06-19  CRISIL A1+  30-04-18  CRISIL A1+       
Non Convertible Debentures  LT  0.00
28-01-20 
CRISIL AA/Watch Developing      31-10-19  CRISIL AA/Watch Developing  25-06-18  CRISIL AA/Stable    --  -- 
            29-06-19  CRISIL AA/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 manufaturing and service sector companies
Rating Criteria for the Pharmaceutical Industry
CRISILs Criteria for Consolidation
CRISILs Criteria for rating short term debt
Understanding CRISILs Ratings and Rating Scales

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