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Rating Rationale Brickwork Ratings assigns ‘BWR A-(SO)’ rating to Dolvi Minerals & Metals Pvt. Ltd.’s proposed long term Non-Convertible Debentures (NCD) issue of Rs 700 Crs having tenor up to 5 Years and 15 Days Brickwork Ratings (BWR) has assigned a ‘BWR A-(SO) (Pronounced BWR A Minus (Structured Obligation)’ Ratings1 with stable outlook for Dolvi Minerals & Metals Pvt. Ltd.’s (DMML) proposed structured NCD issue of ₹ 700 Crs having tenor up to 5 years and 15 days. Instruments with BWR A-(SO) rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The rating primarily factors the support of JSW group and especially that of its flagship Company JSW Steel Ltd. to the proposed issue by DMML, letter of comfort to be provided by JSW Investments Ltd., Put Option structure incorporated in the transaction through another group Company JSW Projects Ltd. However, the rating is constrained by high dependence on the performance and continued support from JSW Steel Ltd. in terms of purchase of entire coke from DCPL, weak financials of the other group Companies connected with the issue and the tail risk embedded in the issue. BWR has essentially relied upon the draft terms of issue shared with it, financial results of JSW Steel Ltd. and JSW Projects Ltd., for FY14 and information and clarifications provided by DMML. Dolvi Minerals & Metals Pvt Ltd (DMML), promoted by Vinamra Consultancy Pvt. Ltd. was incorporated on August 22, 2014 with a paid up capital of Rs One Lac. At present Vinamra Consultancy Pvt. Ltd., holds 99.99% share in the Company. The Company proposes to increase the share Capital to Rs 100 Crs in due course. After proposed issue DMML will become a part of JSW Group. At present Mr. Bhushan Prasad and Mr. Surendranath Vandakudri are the Directors of the Company. DMML is engaged in the business of acting as traders, whole-sellers and retailers in all forms of metallic and non-metallic minerals, which includes coal and lignite, coal products and iron and steel products etc. Being a newly incorporated Company, DMML has no revenues as of now. It expects to generate a substantial portion of revenue from the dividend income from its investment in Dolvi Coke Projects Ltd. and from trading activities. DMML proposes to raise ₹ 700 Crores by issue of NCDs with a tenor of 5 years and 15 days in two tranches of ₹ 350 Crs each. The NCDs would be secured by pledge 40% equity shares of DMML held by JSW Steel Ltd. The terms of issue require the issuer to fund the Debt Service Account 15 days before the due date and also provide that if the issuer fails to provide required 1 Please refer to www.brickworkratings.com for definition of the Ratings www.brickworkratings.com 1 14 Oct 2014 funds accordingly, the investors, through the debenture trustee can exercise the put option on JSW Projects Ltd. (JPL). In addition, another group company JSW Investments Pvt. Ltd. would also provide a Letter of Comfort for the proposed NCD issue by DMML. The entire proceeds from the proposed issue will be used by Dolvi Minerals and Metals Pvt. Ltd to purchase 100% stake in Dolvi Coke Projects Ltd., which is setting up a 3 MTPA recovery Coke oven plant at located at Dolvi, District Raigad, Maharashtra. Dolvi Coke Projects Ltd. (DCPL) DCPL is setting up a 3 MTPA recovery type coke oven plant at located at Dolvi, District Raigad, Maharashtra, consisting of 4 coke oven batteries of capacity of 0.75 MTPA each. The plant will have Coal and Coke handling facilities for the production of metallurgical coke along with the by-products viz. Coke Oven Gas, Tar, Sulphur & Benzol. The Company also proposes to install 2 x 190 tph CDQ for quenching of hot coke which will generate steam to be used to generate power. Under an exclusive arrangement, the coke manufactured by DCPL will be entirely sold to the Dolvi unit of JSW Steel Ltd. The cost of the project is ~₹ 3000 crores, which would be funded in the debt to equity ratio of 73:27. DCPL was incorporated on March 15, 2014 and at present has a paid up capital of Rs 2.05 Crs. Post the proposed NCD issue the share Capital of DCPL will increase to Rs 800 Crs. It is crucial for the Company to ensure commencement of the operation of Coke oven plant as scheduled in the year 2017-18. The Board of JSW Steel Ltd. has already approved execution of take or pay agreement with DCPL. JSW Steel Ltd. (JSWSL): JSW Group is one of the large growing business conglomerates with a strong presence in the core economic sector led by Mr. Sajjan Jindal. As part of the US $ 18.0 billion O. P. Jindal Group, JSW Group has diversified interests in Steel, Energy, Minerals and Mining, Infrastructure and Logistic, Cement and Information Technology. JSWSL is the largest steel maker in India with a capacity of 14.3 MTPA (including JSW Ispat Steel Ltd.) and consists of modern, eco-friendly steel plants with the latest technologies for both upstream & downstream processes. It started its business operations in the year 1994 in the name of Jindal Vijaynagar Steel Ltd promoted by Jindal Iron and Steel Co. Ltd and Karnataka State Industrial Investment and Development Corporation Ltd. through its steel plant with a capacity of 1.25 MTPA of hot rolled coils at Toranagallu village in Karnataka. JSWSL has its facilities at Vijaynagar (Karnataka), Vasind and Tarapur (Maharashtra) and Salem (Tamil Nadu). JSW Steel Ltd. (JSWSL) is a group company of JSW group headed by Mr. Sajjan Jindal. JSW Steel Ltd.’s consolidated Operating income has increased from ₹ 38,210 Crores in FY13 to ₹ 51,220 Crores in FY14. However, PAT has decreased from ₹ 963 Crores in FY13 to ₹ 452 Crores in FY14 mainly due to high interest cost and exceptional item/ foreign exchange losses of ₹ 1713 Crs. EBIDTA has increased from ₹ 6504 Crs in FY13 to ₹ 9165 Crs in FY14. Crude steel www.brickworkratings.com 2 14 Oct 2014 production stood at 12.17 million tonnes in FY14, and Quantity of steel sold stood at 11.86 million tonnes in FY14. JSW Projects Ltd. (JSWPL) The terms of the proposed NCD issue provide for the investors to exercise the Put Option in the event of DMML’s inability to fund the designated debt service account by T-15th day and JSW Projects Ltd. (JSWPL)is required to honour such put option at the end of 5 years and 5 days from the date of allotment of the NCD, if exercised by the investors. JSWPL is owned by JSW Investments Pvt. Ltd., which in turn is owned by the promoters of the JSW group. The company was floated by the JSW group for setting up and operating a 1.2 million tonnes per annum (mtpa) COREX gas based DRI plant, four Coke Dry Quenching (CDQ) plants with an aggregate capacity of 3.42 mtpa and a 76 Mega-Watt (MW) CPP based on waste heat recovery from CDQ process. The project is a part of JSWSL’s integrated steelmaking capacity expansion program to 10 mtpa at Vijayanagar works (Karnataka). JSWSL entered into a Build Own Operate Transfer (BOOT) agreement with JPL, which is valid either for eight years from the COD or till March 31, 2020, whichever is later. Beyond this period, JPL will transfer the assets to JSWSL at 25% of book value. JPL acts as a conversion company with regard to CDQ process. After processing, dry quenched coke is returned to JSWSL and in turn, JPL receives fixed conversion charges for the volume processed. In terms of the arrangement with JSWSL, the entire output of JPL’s DRI plant would be procured by JSWSL at prevailing market price. In the event of lower off-take by JSWSL, JPL will be compensated for any shortfall in realization as per applicable DRI charges to the extent of the deficient quantity. The sales agreement entered between JPL and JSWSL, which guarantee minimum off-take/processing volumes, is expected to ensure adequate cash flow for servicing debt obligations of JPL. The DRI plant has been operational since January, 2014. Total project cost of Rs. 2,735 crore was being funded with a debt to equity of 3.0:1.0x. In FY14, JPL had Rs 510.65 Crs of Net-worth as compared to Rs 311.06 Crs in FY13. Its Borrowings stood at Rs 2020.77 Crs in FY14. Key financial figures of the Company are given in Annexure II. JSW Investments Pvt. Ltd. (JSWIPL): JSW Investments Pvt. Ltd. (JSWIPL) was incorporated on March 31, 2005. It is wholly owned by JSW group and promoted by Mrs. Sangita Jindal w/o Mr. Sajjan Jindal, Vice Chairman and Managing Director of JSW Steel Ltd. Mr. Sundeep Jain has been appointed as a Director of JSWIPL form February 21, 2014 in place of Mr. Deepak Bhat. JSWIPL is engaged in Investment in Group Companies, Treasury Management and Portfolio Management Services etc. JSWIPL will provide Letter of Comfort for the proposed NCD issue. JSWIPL’s total income increased to ₹ 121.96 Crs in FY14 as compared to ₹ 33.50 Crs in FY13 mainly due to high dividend income from its long term investments. Long term borrowings have increased from ₹ 1623.95 Crs in www.brickworkratings.com 3 14 Oct 2014 FY13 to ₹ 2087.00 Crs in FY14 mainly towards investment in group Companies. The Company remained in losses after tax of ₹ 3.36 Crs in FY14 against a similar type of loss of ₹ 53.04 Crs in FY13 mainly due to high finance cost. Outlook: In most of the business areas in which the JSW Group operates, growth prospects are also dependent on policy decisions at the national level and prevailing Industry trends. The rating of the proposed NCD issue of Rs 700 Crs by DMML is very significantly influenced by the support provided by its promoter group Companies and especially by the strategic support of JSWSL and track record of JSWSL in terms of performance and meeting debt obligations. Based on the above, the outlook for the rating is assessed to be stable. The key rating sensitivities are the continuing support from JSW Steel Ltd. in terms of purchase of entire coke form DCPL and other group companies to DMML, timely execution of DCPL’s Coke Oven project, operating and financial performance of DMML, DCPL JSW Steel Ltd. and the ability of JSWPL to meet the put option of the investors of the proposed NCD issue by DMML. Brickwork Ratings expects that JSWSL and other group Companies will continue to support DMML and will ensure that it meets obligations under the proposed NCD issue promptly. Analyst Contact Relationship Contact [email protected] [email protected] Phone Media Contact 1-860-425-2742 [email protected] Disclaimer: Brickwork Ratings (BWR) has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. BWR has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented “as is” without any express or implied warranty of any kind. BWR does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by BWR should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and BWR shall not be liable for any losses incurred by users from any use of this report or its contents. BWR has the right to change, suspend or withdraw the ratings at any time for any reasons. www.brickworkratings.com 4 14 Oct 2014