Rating Rationale
August 05, 2019 | Mumbai
Shreenathji-Udaipur Tollway Private Limited
Rating placed on 'Watch Developing'
 
Rating Action
Total Bank Loan Facilities Rated Rs.295 Crore
Long Term Rating CRISIL A(SO) (Placed on 'Rating Watch with Developing Implications')
 
Rs.545 Crore Non Convertible Debentures CRISIL A(SO) (Placed on 'Rating Watch with Developing Implications')
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has placed its rating on the long-term bank facilities and non-convertible debentures (NCDs) of Shreenathji-Udaipur Tollway Private Limited (SUTPL) on 'Rating Watch with Developing Implications'.
 
The rating action follows announcement by SUTPL's sponsor, Sadbhav Infrastructure Projects Ltd (SIPL), on the definitive agreement entered on July 1, 2019 with IndInfravit Trust towards entire stake sale of its nine operational road projects (SUTPL being one of these). The transaction is subject to approvals from relevant regulatory authorities, lenders, shareholders of SIPL, and unitholders of IndInfravit Trust. CRISIL will track the transaction, and resolve the rating watch following the completion of the transaction and once there is clarity on all the transaction-related details.
 
The rating continues to reflect SUTPL's healthy debt protection metrics backed by expectation of moderate toll revenue, and well-balanced commercial and passenger traffic on the project road stretch due to the presence of tourist locations and marble mining zones. These strengths are partially offset by susceptibility of toll revenue to volatile traffic volumes or change in tolling policy.
 
The rating also factors in the structural features of the NCDs, with lower coupon of 5-7% until fiscal 2027, and redemption premium payment from fiscal 2022. The redemption premium will be adjusted so as to achieve target annualised yield of 8.95%, as the surplus cash flows could be used towards prepayment of redemption premium as per the payment waterfall. The structured obligation (SO) suffix indicates a tight escrow mechanism with a well-defined payment waterfall, wherein the toll collections are used to meet (i) operating expenses, (ii) revised premium payment to the National Highways Authority of India (NHAI; rated 'CRISIL AAA/Stable') as per the deferred payment schedule, (iii) debt obligation on the bank facility and NCDs, including redemption premium on the NCDs as per schedule, (iv) NHAI deferred premium payment (including interest thereon), and (v) creation of cash reserves - debt service reserve account (DSRA) and major maintenance reserve account (MMRA) unless provided for in the form of a bank guarantee (BG). Thereafter, the surplus cash flow could be used towards higher coupon payment on the NCDs up to the target annualised yield and the balance towards prepayment of redemption premium on NCDs. Furthermore, the company maintains DSRA equivalent to one quarter of debt servicing obligation on the bank facility and NCDs in the form of a BG.

Analytical Approach

For arriving at its rating, CRISIL has taken a standalone view of SUTPL. Unsecured loan from the promoter has been treated as debt despite being subordinate to external debt, as it bears interest.

Key Rating Drivers & Detailed Description
Strengths:
* Healthy debt protection metrics, supported by favourable location of, and balanced traffic on, the project road:
The project road is a section of National Highway 8 (NH-8), which connects Delhi to Mumbai. This is the busiest NH in Rajasthan as it provides connectivity to Jaipur, Ajmer, and Udaipur. The project has a good balance of tourist and commercial traffic due to the presence of famous temples such as Shreenathji and Dilwara along the stretch. Passenger traffic accounts for nearly 60% of total traffic volume. The project road also passes through Rajsamand district, a popular marble mine and commercial traffic driver. More than 80% of India's marble reserves are in Rajasthan and about 50% of the state's marble reserves are in Rajsamand. The tunnels along the project road have enabled comfortable movement of commercial vehicles along this stretch. Furthermore, the project benefits from the annual toll rate hike at 3%+40% of the wholesale price index.
 
Passenger traffic on the stretch has grown consistently since commencement of operations in December 2015. Commercial traffic has revived since December 2017, after having been adversely impacted by demonetisation and implementation of GST. Toll revenue for fiscal 2019 was Rs 123 crore, a healthy 14% growth over the previous fiscal, supported by considerable traffic increase of 9-10% and toll revision of about 4% from April 1, 2018. Debt protection metrics are expected to remain healthy over the medium term, backed by strong revenue growth and long tenure of debt.
 
* Tight escrow mechanism with well-defined payment waterfall and maintenance of a DSRA
There is a tight escrow mechanism through which cash flow from toll collection is routed and expenses incurred based on a well-defined payment waterfall. This prioritises operating and maintenance expenses, premium payment to NHAI as per revised schedule, and thereafter debt obligation. However, no cash reserves can be created until the NHAI deferred premium (including interest) is completely paid off. Hence, DSRA equivalent to one quarter of the term loan and NCD obligations will continue to be maintained in the form of BG. MMRA for the first major maintenance is also expected to be maintained in the form of BG.
 
Weakness:
* Susceptibility of toll revenue to volatility in traffic volumes or change in tolling policy
Toll collection, the company's single source of revenue, is exposed to volatility in traffic volumes because of toll leakages, lack of timely increase in toll rates, fluctuation in wholesale price index-linked inflation, seasonal variations in vehicular traffic, and economic downturns. Furthermore, any change in government policy such as the suspension of highway tolling from November 8, 2016, till midnight of December 2, 2016, owing to demonetisation may impact cash flows and debt protection metrics. Hence, both volatility in traffic volumes and change in tolling policy will remain key rating sensitivity factors.
Liquidity

Liquidity is expected to remain adequate, backed by a healthy debt service coverage ratio following moderate toll collections. Toll collection stood at Rs 123 crore against debt obligation of Rs 57 crore and NHAI premium payment of Rs 3.69 crore in fiscal 2019. Furthermore, DSRA equivalent to one quarter debt obligation will be maintained throughout the tenure of the debt; this is currently being maintained in the form of BG. Since no cash reserves can be created as long as there is NHAI deferred premium outstanding, MMRA for the first major maintenance will be maintained in the form of BG. Unencumbered cash and cash equivalents stood at Rs 13.26 crore. Terms of the bank loan agreement could change with conclusion of the transaction, and will remain a key monitorable.

About the Company

Incorporated in March 2012, SUTPL is a special-purpose vehicle promoted by SIPL. The project entailed augmentation of the two-lane carriageway of Gomti Chauraha-Udaipur section of NH-8 from 177 kilometre (km) to 260 km (project length of 79.3 km) in Rajasthan, to a four-lane carriageway on a design, build, finance, operate, and transfer toll basis, under National Highways Development Project Phase IV. The appointed date of the project was April 18, 2013, and was awarded to SUTPL by NHAI. The project achieved provisional commercial operation date on December 4, 2015. SIPL had infused unsecured loan of Rs 30 crore in fiscal 2018 to pay off outstanding premium until February 2017 which was a pre-condition to availing of premium deferment by NHAI. In fiscal 2019, part of this loan was repaid. This was, however, repaid post-debt servicing and with approval from the lenders.
 
SIPL is engaged in development, construction, and operation and maintenance of infrastructure projects and offers related consulting and advisory services for its subsidiaries. It is the holding company for the build operate transfer (BOT) projects of the Sadbhav group. In July 2019, SIPL entered into a definitive agreement with IndInfravit Trust to sell its entire equity shareholding of nine of its operational projects. The transaction is currently under process and is subject to approvals from relevant regulatory authorities, lenders, shareholders of SIPL, and unitholders of IndInfravit. Post-completion of the transaction, SIPL would have a portfolio of 14 (3 BOT (toll) operational and 11 under-construction hybrid-annuity projects) projects.

Key Financial Indicators
Financials as on / for the period ended March 31   2019 2018
Revenue* Rs crore 123 110
Profit after tax (PAT) Rs crore (45) (62)
PAT margin % (36) (56)
Adjusted debt/adjusted networth# Times 10.33 7.51
Interest coverage^ Times 1.99 1.09
*Revenue includes construction revenue of Rs 2.7 crore in fiscal 2019 and Rs 2.4 crore in fiscal 2018
#Includes unsecured loans from promoter and NHAI premium obligations as they bear interest
^Adjusted for non-cash items and calculated only for interest expense on external bank debt/NCDs

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 Term Loan NA NA 31-Mar-37 292.04 CRISIL A(SO)/Watch Developing
NA Proposed Long Term
Bank Loan Facility
NA NA NA 2.96 CRISIL A(SO)/Watch Developing
INE213O07019 Non-Convertible Debentures 8-Jan-18 8.60%* 31-Mar-37 545 CRISIL A(SO)/Watch Developing
*Target annualised yield per annum payable monthly, with lower coupon rate of 5%-7% until fiscal 2027
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
Non Convertible Debentures  LT  545.00
05-08-19 
CRISIL A(SO)/(Watch) Developing  29-03-19  CRISIL A(SO)/Stable  23-03-18  CRISIL A(SO)/Stable    --    --  -- 
            16-02-18  CRISIL A(SO)/Stable           
Fund-based Bank Facilities  LT/ST  295.00  CRISIL A(SO)/(Watch) Developing  29-03-19  CRISIL A(SO)/Stable  23-03-18  CRISIL A(SO)/Stable    --    --  -- 
            16-02-18  CRISIL A(SO)/Stable           
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
Proposed Long Term Bank Loan Facility 2.96 CRISIL A(SO)/Watch Developing Proposed Long Term Bank Loan Facility 2.96 CRISIL A(SO)/Stable
Term Loan 292.04 CRISIL A(SO)/Watch Developing Term Loan 292.04 CRISIL A(SO)/Stable
Total 295 -- Total 295 --
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Toll Road Projects

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