Rating Rationale
July 09, 2019 | Mumbai
Piramal Enterprises Limited
'CRISIL A1+' assigned to Short-Term NCD 
 
Rating Action
Rs.1500 Crore Short Term Non Convertible Debenture CRISIL A1+ (Assigned)
Rs.12000 Crore Commercial Paper Programme CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Note: The common independent director on the boards of CRISIL and Piramal Enterprises Ltd did not participate in the rating committee meeting and the rating process for these instruments
Detailed Rationale

CRISIL has assigned its 'CRISIL A1+' rating to the short-term non-convertible debentures of Piramal Enterprises Limited (PEL) and reaffirmed its 'CRISIL A1+' rating on the commercial paper programme.
 
The rating continues to reflect a strong business risk profile backed by diversified revenue streams, an established presence in the regulated markets through niche products, healthy growth prospects in the global pharmaceutical (pharma) and the over-the-counter (OTC) businesses, high operating efficiency due to accredited facilities in India and overseas, and the extensive experience of the promoters. The rating also factors in financial flexibility of PEL as the holding company of the Piramal group, demonstrated fund-raising ability, and refinancing capability.
 
These strengths are partially offset by moderate financial metrics as some of the recent acquisitions are yet to contribute adequately, high repayment obligation following significant short-tenure debt stock taken for the financial services entities.
 
In fiscal 2019, the performance of the pharma and healthcare insights and analytics (HIA) segments was in line with CRISIL's expectation with total revenue growth of 11% and operating margin of 20%. The pharma segment grew 11% fiscal-on-fiscal led by steady demand in complex products and healthy order-book in services. The segment includes complex products such as inhalation anaesthesia, injectable anaesthesia, pain-management products, and intrathecal spasticity products. The services segment benefits from ramp-up of recently expanded capacities in high-potent bulk drugs and anti-bodies. Consequently, the segmental operating margin improved by 100 basis points (bps: 100 bps equal 1 percentage point) fiscal-on-fiscal to 20% in fiscal 2019. In the HIA segment, revenue grew 10% and the operating margin improved by over 300 bps to 17% led by cost-efficiency following cutting down employee costs.
 
However, standalone debt increased to around Rs 17,000 crore as on March 31, 2019, from about Rs 14,000 crore, a year earlier.  A large part of this debt is employed in financial services business (including loan book of Rs 4,900 crore as on March 31, 2019). CRISIL expects the transfer of financial services loan book and the corresponding debt, to happen within the next 12 to 18 months.
 
While PEL's high debt levels result in moderate credit metrics, the high proportion of short tenure borrowings, also results in need for regular refinancing. Nevertheless, the company is taking adequate steps to correct the funding mix. At a consolidated level, commercial papers have declined to about Rs 9,000 crore as on March 31, 2019 from about Rs 18,000 crore in September 2018. CRISIL notes that lenders and investors seem to be differentiating between housing finance companies -- preferring those with strong parentage and credit profiles and going slow on those with a large wholesale portfolio. Further, borrowing costs have also risen for most NBFC players, including Piramal group, as lenders are being cautious in enhancing exposures. Nevertheless, the established and frequently demonstrated track record of refinancing and raising funds, including equity, is expected to help the Piramal group meet these challenges. 
 
The management is also taking steps to improve the financial risk profile through increasing long-term funding sources. The group has flexibility to raise funds through divestment of its stake in the financial services business. However, future steps taken by management to improve its borrowing mix and liability maturity profile, as well as monetise some of its investments to improve liquidity, or raise equity will be key and critical monitorables.

Analytical Approach

For arriving at the rating,
* Holding company approach has been followed for the wholly-owned financial subsidiaries, (Piramal Capital and Housing Finance Ltd [PCHFL, rated 'CRISIL A1+'] and PHL Fininvest) as they are  significantly important to PEL
* The credit risk profiles of PEL and its subsidiaries engaged in the global pharma, consumer products (OTC), and HIA businesses have been combined because they have a common management and fungible funds. The 49:51 joint venture, Allergan India, has been moderately integrated.
* Assets and liabilities of Rs 4,900 crore relating to the financial services business are expected to be transferred to the financial subsidiary, and have, therefore, not been considered in the analysis.
* Goodwill on acquisition has been amortised over a period of 10 years.

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 due to diversified revenue streams, and healthy growth prospects in key segments:
Over the years, the company has emerged as a leading player in the critical care segment in branded generics and is also one of the main global pharma contract development and manufacturing organisations (CRAMS). It is also present in the OTC segment in the domestic pharmaceutical market. In the HIA business it partners with global pharma companies. Global pharma (including CRAMS and critical care), OTC, and HIA accounted for 73%, 5%, and 22%, respectively of total pharma and HIA sales in fiscal 2019. The company ventured into the HIA business by acquiring Decision Resources Group. The segment's performance has improved in fiscal 2019. In fiscal 2019, HIA revenue grew by about 10% fiscal-on-fiscal to Rs 1,332 crore, led by the launch of new products, while the operating profitability margin improved by 300 bps to 17% driven by cost optimisation through shifting offices and one-third workforce to India from the the US.
 
The company is present in the entire value chain of the pharma lifecycle ' from development and commercial manufacturing to off-patent supplies of active pharmaceutical ingredients (APIs) and formulations. In the critical-care segment, it has a strong portfolio of niche branded generic hospital products, and is also among the top global players in inhalation anaesthetic products. In OTC drugs, it is the fifth-largest player in India with strong brands such as Saridon, Lacto Calamine, and I-pill (8 brands among India's top 100 OTC brands).
 
Pharma segment growth over the medium term is likely to be aided by increase in sales from new acquisitions, launch of new products in the existing segments, and steady revenue in the CRAMS segment.
 
* High operating efficiency supported by an experienced management and accredited manufacturing facilities:
The promoters have an experience of nearly three decades in the pharma industry. Also, presence in the niche pharma generics segments in the global pharma space has led to a higher operating margin than domestic peers.
 
PEL has manufacturing facilities across the world, including some acquired. It has CRAMS facilities in North America, Europe, and Asia; with approvals from the US Food and Drugs Administration and Medicines and Healthcare products Regulatory Agency (UK) for key sites abroad and in India. PEL is among the few Indian pharma companies whose facilities have cleared audits conducted by global regulatory agencies, without material observations or stoppage of work. This reflects the company's superior product quality and processes
 
The pharma business is spearheaded by the promoters, the Piramal family members, along with experienced professionals heading various verticals. The growth is largely through acquisitions and key personnel from the acquired entities have been retained to ensure streamlining of, and continuity in, operations.
 
* Adequate financial flexibility as holding company of the group:
PEL, as the holding company of the Piramal group, has adequate financial flexibility driven by the sizeable value of its holdings mainly in the financial services businesses, including in the Shriram group. This provides flexibility to raise funds through dilution of equity should the need arise. PEL had invested Rs 4,583 crore in three Shriram group entities; this has increased materially in terms of value. In June 2019, it sold its investment in Shriram Transport Finance Corporation for about Rs 2,300 crore.
 
The company also intends to monetise its investments in Shriram City Union Finance Ltd and Shriram Capital Ltd. The company holds 100% stake in its financial subsidiaries ' PCHFL and PHL Fininvest - in which it has invested equity of Rs 9000 crore over time.
 
Till 2016, the financing business was largely carried out in PEL with limited operations in the financial subsidiaries. In fiscal 2017, following a business restructuring, a sizeable portion of the assets and liabilities relating to the financial business were transferred to the wholly owned subsidiaries.
 
As on March 31, 2019, the financial service business portfolio stood at Rs 54,760 crore, of which real estate financing (construction finance, mezzanine, and lease rent discounting) constituted around 72%, making it one of the largest lenders in this space in India.
 
PEL's financial flexibility is largely dependent on prevailing market sentiments and movement in share prices of key investments, as well as performance of its financial subsidiaries. Any increase in systemic risks, impacting financial flexibility, will be a monitorable. 
 
Weaknesses:
* Moderate credit metrics: The global pharma, OTC, and HIA businesses have been grown largely through acquisitions (worth about USD 500 million in the past 30 months). While revenue has been ramped up, these acquisitions are yet to contribute materially to profitability and were largely debt-funded, leading to modest credit metrics and return on capital employed for fiscal 2019. The networth, however, was sizeable.
 
Capital expenditure (capex) in the pharma business is expected to be prudent as sufficient capacities exist, while the OTC business functions largely on the outsourcing model. Credit ratios are expected to improve with increasing contribution from recent acquisitions leading to higher profitability, and lower debt. Any large, debt-funded acquisition will be a credit monitorable.
 
* Significant debt obligation: Significant portion of the standalone debt is repayable in fiscal 2020, which may require part refinancing after considering cash generation from operations, available unutilised bank limit and receipt from financial subsidiaries. Nevertheless, the management has demonstrated its ability to arrange for refinancing of debt in a timely manner, and is expected to continue to do so. Further, they intend to monetise investments in Shriram group and are also taking steps to increase long-term funding sources at consolidated level. However, with dependence on refinancing, future steps taken by management to improve its borrowing mix and liability maturity profile will be a key monitorable.
Liquidity

PEL's liquidity is marked by adequate financial flexibility of the group in form of investments in financial services, including the Shriram group (valued at about Rs 5000 crore) and financial subsidiaries. Furthermore, there has been a sound track record of refinancing and raising funds, including equity to meet requirements. However, there are challenges in refinancing because of the liquidity crisis in the NBFC sector, thus impacting financial flexibility.  Significant portion of the standalone debt is short-term in nature and needs to be partly refinanced during fiscal 2020. Ability of the management to improve the financial risk profile through raising external commercial borrowings, monetisation of stake in Shriram group, or future sale of stake in financial subsidiaries, will be an important monitorable.

About the Company

Founded by Mr Ajay Piramal, PEL manufactures pharmaceuticals for CRAMS, critical care (comprises inhalation and injectable anaesthetics), OTC, and HIA segments. It is also present in the financial services space through PCHFL. PEL also holds substantial stake in Shriram group companies, whose market value has moderated in the past 12 months, in line with the sentiment in the NBFC space, but still remain above the original investment made.
 
In the pharma space, PEL offers services across the entire drug lifecycle-from development and commercial manufacturing to off-patent supplies of APIs and formulations. Its critical care portfolio largely comprises inhalation and injectable anaesthetics.
 
In fiscal 2013, PEL sold its domestic pharma formulations business to Abbott Laboratories for Rs 17,000 crore, and thereafter invested a portion of the proceeds in the Vodafone India group. It exited this group in fiscal 2015, netting proceeds of about Rs 3,000 crore. It re-established its pharma business by acquiring Coldstream in fiscal 2015, Ash Stevens Inc in 2016, and products from Jannssen and Mallinckrodt in fiscal 2017.
 
Under HIA, the company offers high-value data, analytics, and insight products and services to global pharma, biotech, and medical technology companies. It also had an imaging business under its subsidiary, Piramal Imaging SA, which did not have any significant revenue. In the first quarter of fiscal 2019, PEL sold it for about Rs 8 crore at a consolidated net loss of Rs 452 crore.
 
PCHFL has four business verticals: (i) real estate financing - lending to real estate developers with established track record, with greater focus on providing loans for construction finance and lease rental discounting, (ii) corporate finance group, which lends to corporate clients across sectors (infrastructure, cement, renewables, automotive, logistics, services, and entertainment) with loan size greater than Rs 100 crore, (iii) Emerging Corporate Group that provides finance to mid-tier companies with loan size of up to Rs 100 crore, and (iv) housing finance. PEL also manages a real estate-focused private equity fund and has strategic alliances with global funds.
 
The company is listed on the Bombay Stock Exchange and the National Stock Exchange. As on April 22, 2019, promoters and promoter group entities held about 46% stake, followed by foreign portfolio investors with 31%; mutual funds, banks, financial institutions, and the general public held the rest.

Key Financial Indicators: Standalone
As on / for the period ended March 31 2019 2018
Revenue Rs crore 3,567 3,297
Reported profit after tax (PAT) Rs crore -862 518
PAT margins % -24.2 15.7
Total debt/total networth Times 0.92 0.68
Interest coverage Times 1.4 1.9

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 Commercial Paper NA NA 7-365 days 12000 CRISIL A1+
NA Short Term Non Convertible Debenture* NA NA NA 1500 CRISIL A1+
*Not yet placed
 
Annexure - List of entities consolidated
Sr.No. Name of Company
1 Piramal Systems & Technologies Private Limited
2 Decision Resources Intemational Inc.
3 Piramal International
4 Piramal Holdings (Suisse) SA
5 Piramal Pharma Inc.
6 Piramal Healthcare Inc.
7 Piramal Critical Care Limited
8 Piramal Healthcare UK Limited
9 Piramal Healthcare Pension Trustees Limited
10 Piramal Healthcare (Canada) Limited
11 Piramal Critical Care Italia, SPA
12 Piramal Critical Care Inc.
13 Piramal Technologies SA
14 Piramal Dutch Holdings N.V.
15 Piramal Critical Care Deutschland GmbH
16 Decision Resources Inc.
17 Decision Resources Group UK Limited
18 DR/ Decision Resources LLC
19 DRG UK Holdco Limited
20 Millennium Research Group Inc.
21 Sigmatic Limited
22 Decision Resources Group Asia Limited
23 Convergence Chemicals Private Limited
24 PEL Finhold Private Limited
25 Piramal Pharma Solutions Inc.
26 DRG Holdco Inc.
27 Piramal IPP Holdings LLC
28 PEL-DRG Dutch Holdco B.V.
29 Piramal Dutch IM Holdco B.V.
30 Piramal Consumer Products Private Limited
31 DRG Analytics & Insights Private Limited
32 Piramal Critical Care South Africa (Pty) Ltd
33 DRG Singapore Pte. Ltd.
34 Ash Stevens LLC
35 PEL Pharma Inc.
36 Searchlight Health Private Limited
37 Shrilekha Business Consultancy Private Limited
38 Zebra Management Services Private Limited
39 Sharp Insight Limited
40 Context Matters, Inc.
41 Piramal Critical Care Pty. Ltd.
42 Piramal Securities Limited
43 Piramal Pharma Solutions (Dutch) BV
44 Decision Resources Japan K K
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
Commercial Paper  ST  12000.00  CRISIL A1+      17-09-18  CRISIL A1+    --    --  -- 
            11-09-18  CRISIL A1+           
Short Term Non Convertible Debenture  ST  0.00
09-07-19 
CRISIL A1+    --    --    --    --  -- 
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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