ongc petro additions limited (opal) · 109/110, 1st floor, balarama, bandra kurla complex, bandra...

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PRIVATE & CONFIDENTIAL – FOR ADDRESSEE ONLY (THIS INFORMATION MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS INFORMATION MEMORANDUM/DISCLOSURE DOCUMENT IS PREPARED AND ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02 2015, AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014. IT IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 200 (TWO HUNDRED) INVESTORS (excluding Qualified Institutional Buyers) IN ANY FINANCIAL YEAR, AS ELIGIBLE UNDER THE LAWS OF INDIA TO INVEST IN THESE DEBENTURES (“ELIGIBLE INVESTORS”). MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES ISSUED TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION MEMORANDUM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE COMPANY NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. ONGC Petro additions Limited (OPaL) (A Joint Venture of ONGC & GAIL) Address: 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Tele No : 0265-6192600 Fax No : 0265-6192666 Email: [email protected] Website : www.opalindia.in CIN: U23209GJ2006PLC060282

INFORMATION MEMORANDUM INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF, UNSECURED, LISTED, REDEEMABLE, RATED, TAXABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10.00 LAKH EACH (“DEBENTURES”) FOR CASH AT PAR UNDER SERIES III WITH ISSUE SIZE OF RS. 210 CRORES AND GREENSHOE OPTION OF RS. 290 CRORES, AGGREGAING TO TOTAL ISSUE SIZE OF RS. 500 CRORES

GENERAL RISK Investment in debt instruments involves a degree of risk and Investors should invest any funds in the Issue only after reading the risk factors in the Information Memorandum carefully including the risk involved. Specific attention of the investors is invited to the section “Risk Factors” in PAS-4 of this Offer Document. The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING Credit Rating: “CARE AAA (CE)” with “Stable” Outlook by CARE Ratings Ltd. on 22nd July 2019 with revalidation letter dated 13th September 2019 and “[ICRA] AAA(CE)” with “Stable” Outlook by ICRA Ltd. on 25th June 2019 with revalidation letter dated 13th September 2019. Rated Instruments with this rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

mailto:[email protected]

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The above ratings are not recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future.

LISTING

The Debentures are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of Bombay Stock Exchange Ltd. (BSE).

DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

SBICAP Trustee Company Ltd Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020. Tel.: 022-4302 5555 Fax.: 022-4302 5500 www.sbicaptrustee.com

Beetal Financial & Computer Services (P) Ltd 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110062 Tel.: 011-2996 1281 Fax.: 011-2996 1284 www.beetalfinancial.com

ARRANGER TO THE ISSUE

ADVISOR TO THE ISSUE

TRUST INVESTMENT ADVISORS PVT. LTD. 109/110, 1st Floor, Balarama, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel.: 022 40845000 Fax.: 022 40845007 Email: [email protected] www.trustgroup.in

ISSUE PROGRAMME Issue Opening Date 25th September 2019 Issue Closing Date 25th September 2019 Issue Pay in Date 26th September 2019 Issue Allotment Date 26th September 2019

In consultation with Arranger, the Issuer reserves the right to pre pone the Issue earlier from the aforesaid date or post pone the Issue at its sole and absolute discretion without giving any reasons or prior notice. In the event of any change in the above Issue programme, the Issuer will intimate the Investors about the revised Issue programme.


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Sl.No. INDEX Page No.

* DEFINITIONS/ABBREVIATIONS 5 ** DISCLAIMER(S) 6 A ISSUER INFORMATION 11 B BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 13

(i) OVERVIEW 13 (ii) PRODUCT MIX OF OPAL 14 (iii) PROJECT OVERVIEW 17 (iv) CORPORATE STRUCTURE 23

(v) KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS 24

(vi) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS 25 (vii) SUBSIDIARIES/ ASSOCIATE OF THE COMPANY 25

C BRIEF HISTORY OF ISSUER SINCE ITS INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

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(i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 26

(ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE LAST FIVE YEARS

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(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY FOR LAST 5 YEARS 26 (iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 26 (v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 26 D DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END 27 (i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END 27

(ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END 27

E DETAILS REGARDING THE DIRECTORS OF THE COMPANY 28 (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY 28 (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 29

F DETAILS REGARDING THE AUDITORS OF THE COMPANY 31 (i) DETAILS OF THE STATUTORY AUDITOR OF THE COMPANY 31 (ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 31 G DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END 32

(i) DETAILS OF SECURED LOAN OUTSTANDING 32 (ii) DETAILS OF UNSECURED LOAN OUTSTANDING 33 (iii) DETAILS OF UNSECURED RUPEE LOAN FACILITIES 34 (iv) DETAILS OF WORKING CAPITAL LOAN FACILITIES 34 (v) DETAILS OF EXTERNAL COMMERCIAL BORROWING FACILITIES 34 (vi) DETAILS OF NCDS 35 (vii) DETAILS OF CCDS 35 (viii) LIST OF TOP 10 NON-CONVERTIBLE DEBENTURE HOLDERS 36 (ix) LIST OF TOP 10 COMPULSORILY CONVERTIBLE DEBENTURE HOLDERS 36

(x) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED.

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(xi) DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING AS ON THE LATEST QUARTER 37

(xii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES/PREFERENCE SHARES 37

(xiii)

DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS

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(xiv)

DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION

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H DETAILS OF PROMOTERS OF THE COMPANY 38

I ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS

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J ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE FINANCIAL INFORMATION AND AUDITOR’S QUALIFICATIONS 38

K

ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST/CONTINUE TO INVEST IN THE DEBT SECURITIES

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L SERVICING BEHAVIOR BY THE ISSUER, IN THE PAST 5 YEARS 39

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THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES

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N

DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED

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O THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT/LETTER WITH SIMILAR INTENT 39

P COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE 40

Q NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE

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R OTHER DETAILS 40 (i) DEBENTURE REDEMPTION RESERVE 40 (ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS 41 (iii) APPLICATION PROCESS 41

S PROCEDURE FOR APPLYING FOR DEMAT FACILITY 44 T HOW TO APPLY 45 U TERM SHEET: ISSUE DETAILS 48 V DISCLOSURE OF CASH FLOWS 59

W MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER 61

X DECLARATION 62 Y ANNEXURES 63

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* DEFINITIONS/ ABBREVIATIONS “OPaL”/ “Company”/ “Issuer”

ONGC Petro additions Limited is a company registered under the provisions of the Companies Act, 1956

Allotment/Allot/ Allotted The issue and allotment of the Debentures to successful Applicants in relation to the Issue

Application An application to subscribe to the Debentures offered pursuant to the Issue by submission of a valid Application Form and payment of the Application Money by any of the modes as prescribed under this Offer Document.

Application Form The form in terms of which the Eligible Investors shall make an offer to subscribe to the Debentures and which will be considered as the Application for Allotment of Debentures in terms of this Offer Document.

Application Money The aggregate value of the Debentures applied for, as indicated in the Application Form for the Issue.

Articles The articles of association of the Issuer Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial

Owner of the Debenture(s) as defined in clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996)

BSE Bombay Stock Exchange Ltd.

Business Days A day (other than a Sunday and Saturday or a Bank holiday) on which the money market is functioning in Mumbai and when banks are open for general business in Mumbai, Delhi and state of Gujarat #. 1. If the coupon payment date falls on a holiday, the payment may be made on

the following business day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

2. If the Redemption Date (also being the last coupon payment date) of the debenture falls on a day that is not a Business Day, the redemption proceeds shall be paid by the issuer on the preceding business day along with coupon accrued on the debenture until but excluding the date of such payment

#In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

CDSL Central Depository Services Limited Companies Act, 1956 The Companies Act, 1956 along with the rules made thereunder, as amended

from time to time (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections).

Companies Act, 2013 The Companies Act, 2013 along with the rules made thereunder, to the extent in force pursuant to the notification of the Notified Sections and as amended from time to time.

Debentures Unsecured, Rated, Redeemable, Listed, Non-Cumulative, Taxable Non-Convertible Debentures of face value of Rs10 Lakh each offered through private placement route under the terms of this Private Placement Offer Letter

Debenture Holder The holder of the Debentures Debenture Trustee/ Trustee to the Issue

SBICAP Trustee Company Ltd.

Debenture Trusteeship The debenture trusteeship appointment agreement dated ___________ 2019

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Appointment Agreement entered into between the Issuer and the Debenture Trustee for appointing the Debenture Trustee

Debenture Trust Deed The debenture trust deed to be entered into between the Debenture Trustee and the Issuer within the prescribed timelines

Depository(ies) National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL)

DP Depository Participant FY Financial Year Issue/Offer/ Offering Private Placement of Unsecured, Listed, Taxable, Rated, Redeemable, Non-

Cumulative Non-Convertible Debentures of face value of Rs. 10.00 lakh each (“debentures”) for cash at par, under Series III, with issue size of Rs. 210 Crores and Greenshoe option of Rs. 290 Crores

NSDL National Securities Depositories Limited IT Act The Income Tax Act, 1961 (as amended from time to time) PAN Permanent Account Number Registrars to the Issue/ Registrar & Transfer Agent

Beetal Financial & Computer Services (P) Ltd.

SEBI

Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

TDS Tax Deducted at Source as per the provisions of the Income Tax Act and rules there under modified from time to time.

** DISCLAIMER(S) DISCLAIMER OF THE ISSUER This Information Memorandum is neither a Prospectus nor is a Statement in Lieu of Prospectus and this Disclosure Document is prepared and issued in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended from time to time, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Issued Vide Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02 2015 and Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Information Memorandum does not constitute an offer to public in general to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This Information Memorandum is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Debentures issued by the Issuer. This Debenture Issue is made strictly on private placement basis. Apart from Information Memorandum and Offer Letter, no offer document or prospectus has been prepared in connection with the offering of this Debenture Issue or in relation to the Issuer. The Company has also prepared Offer Letter in PAS-4 format under Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time. This Information Memorandum is not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the Debentures issued by the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation nor should any recipient of this information memorandum consider such receipt a recommendation to purchase any Debentures. This Information Memorandum has been prepared to give general information regarding the Issuer to parties

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proposing to invest in this Issue of Debentures and it does not purport to contain all the information that any such party may require. The Issuer believes that the information contained in this Information Memorandum is true and correct as of the date hereof. The Issuer does not undertake to update this Information Memorandum to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein from the Issuer. However, the Issuer reserves its right for providing the information at its absolute discretion. The Issuer accepts no responsibility for statements made in any advertisement or any other material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility. Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in debentures. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Debentures. It is the responsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Debentures under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Debentures. Nothing in this Information Memorandum should be construed as advice or recommendation by the Issuer or by the Arranger to the Issue to subscribers to the Debentures. The prospective subscribers also acknowledge that the Arranger to the Issue does not owe to the subscribers any duty of care in respect of this private placement offer to subscribe for the Debentures. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Debentures and matters incidental thereto. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. It is the responsibility of investors to also ensure that they will sell these Debentures in strict accordance with this Information Memorandum and other applicable laws, so that the sale does not constitute an offer to the public within the meaning of the Companies Act, 2013. None of the intermediaries or their agents or advisors associated with this issue undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum or have any responsibility to advise any investor or potential investor in the Debentures of any information available with or subsequently coming to the attention of the intermediaries, agents or advisors. The Company confirms that, as of the date hereof, this Information Memorandum contains information that is accurate in all material respects and does not contain any untrue statement of a material fact, or omits to state any material fact, necessary to make the statements herein, that would be, in the light of circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this information memorandum or in any material made available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. The intermediaries and their agents or advisors associated with this issue have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any such intermediary as to the accuracy or completeness of the information contained in this Information Memorandum or any other information provided by the Company. Accordingly, all such intermediaries associated with this issue shall have no liability in relation to the information contained in this information memorandum or any other information provided by the company in connection with the issue. Information Memorandum is not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Information Memorandum shall be kept utmost confidential. The securities mentioned herein are being issued on private placement basis and this offer does not constitute a public offer/ invitation. The Issuer reserves the right to withdraw the private placement of the Debenture Issue prior to the Issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force

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majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money, if any. This Information Memorandum has not been filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that this Information Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum. The Issue of Debentures being made on private placement basis, filing of this Information Memorandum is not required with SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Information Memorandum. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Information Memorandum has not been approved by Securities & Exchange Board of India (SEBI). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that Information Memorandum / Offer Letter should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in Information Memorandum / Offer Letter. Pursuant to Rule 14(3) a private placement offer cum application letter shall be in the form of an application in Form PAS-4 serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the name of such person pursuant to sub-section (3) of section 42 of Companies Act, 2013. Pursuant to Rule 14(4) the company shall maintain a complete record of private placement offers in Form PAS-5. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been submitted to the “BSE Limited”. (Here-in-after referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the Information Memorandum with BSE or hosting the same on its website should not in any way be deemed or construed that the Information Memorandum has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Issuer’s securities will be listed or continue to be listed on the Stock Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. The issuer has prepared this Information Memorandum and the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the issuance of the Debentures. All the information contained in this Information Memorandum has been provided by the issuer or is publicly available information. Arranger hereby expressly disclaims, to the fullest extent permitted by law, any responsibility for the contents of this Disclosure Document and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Disclosure Document or any information or errors contained therein or any omissions therefrom. By accepting this Disclosure Document, you agree that the Arranger will not have any such liability.

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You should carefully read and retain this Disclosure Document. However, you are not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and You should consult with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. DISCLAIMER IN RESPECT OF JURISDICTION The private placement of Debentures is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorised under constitution/ rules/ byelaws to hold Debentures in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Information Memorandum does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Information Memorandum comes is required to inform him about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of courts and tribunals of Gujarat. All information considered adequate and relevant about the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. DISCLAIMER OF THE ARRANGER TO THE ISSUE It is advised that the Issuer has exercised self-due-diligence to ensure complete compliance of prescribed disclosure norms in this Information Memorandum. The role of the Advisors and Arranger to the Issue (collectively referred to as “Arranger”/ “Arranger to the Issue”) in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. The Arranger have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Information Memorandum. The Arranger shall use this Information Memorandum for the purpose of soliciting subscription from a particular class of eligible investors in the Debentures to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Arranger should not in any way be deemed or construed that the Information Memorandum has been prepared, cleared, approved or vetted by the Arranger; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor do they take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer. Arranger is not responsible for compliance of any provision of the Companies Act. The Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damages of whatsoever nature arising out of and in connection with the use of any of the information contained in this Information Memorandum. DISCLAIMER BY DEBENTURE TRUSTEE The debenture trustee is not a guarantor and will not be responsible for any non-payment of interest and redemption and/or any loss or claim.

DISCLAIMER IN RESPECT OF CREDIT RATING The rating for the Securities under Issue is “CARE AAA (CE)” with “Stable” Outlook by CARE Rating Ltd. as per rating letter dated 22nd July 2019with revalidation letter dated 13th September 2019 and “[ICRA] AAA(CE)” with “Stable” Outlook by ICRA Ltd. as per rating letter dated 25th June 2019 with revalidation letter dated 13th September 2019. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning

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rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information, etc. This Disclosure Document prepared under SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended from time to time, for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company. This is only an information brochure intended for private use. **LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE The Issuer shall file the following disclosures along with the listing application to the stock exchange:

A. Copy of last three years audited Annual Reports; B. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized

signatories. C. Debenture Trust Deed would be executed within the time frame prescribed in the relevant

regulations/act/rules etc. and the same would be uploaded on the website of the Designated Stock exchange, where the Debentures have been listed, within five working days of execution of the same.

D. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. ** LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE The Issuer shall submit the following to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the Debentures:

A. Copy of last three years’ audited Annual Reports; B. Statement containing particulars of, dates of, and parties to all material contracts and agreements; C. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone

Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any;

D. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (C) above to the Debenture Trustee within the timelines as mentioned in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing Debenture holders within two working days of their specific request.

11

A. ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING:

SR. No PARTICULARS : DETAILS (i) REGISTERED OFFICE OF THE ISSUER • Name : ONGC Petro additions Limited (OPaL) • Address : 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited,

R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat, India • Tele No : 0265-6192600 • Fax No : 0265-6192666 • Email : [email protected] • Website : www.opalindia.in

(ii) CORPORATE OFFICE OF THE ISSUER • Name : ONGC Petro additions Limited (OPaL) • Address : 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited,


(iii) COMPLIANCE OFFICER OF THE ISSUER • Name : Shri. Subodh Prasad Pankaj • Address : 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited,

R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat, India • Tele No : 0265-6192600 • Fax No 0265-6192666 • Email : [email protected] • Website : www.opalindia.in

(iv) CHIEF FINANCE OFFICER OF THE ISSUER • Name : Shri Pradosh Kumar Basu • Address : 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited,


(v) ARRANGER TO THE ISSUE 1 • • • • •

(vii) DEBENTURE TRUSTEE OF THE ISSUE • Name : SBICAP Trustee Company Ltd. • Address : Apeejay House, 6th Floor, 3, Dinshaw Wachha Road,


http://www.opalindia.in/


http://www.opalindia.in/

12

Churchgate, Mumbai - 400 020. • Tele No : 022-4302 5555 • Fax No : 022-4302 5500 • Email : [email protected] • Website : www.sbicaptrustee.com

(viii) REGISTRAR TO THE ISSUE

• Name : Beetal Financial & Computer Services (P) Ltd.

• Address : 99 Madangir, Behind Local Shopping Centre,

Near Dada Harsukhdas Mandir, New Delhi- 110062

• Tele No : 011-2996 1281 • Fax No : 011-2996 1284 • Email : [email protected] • Website : www.beetalfinancial.com

(ix) CREDIT RATING AGENCY A Name : CARE RATINGS LTD.

• Address : 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022

• Tele No : 022- 6754 3436 • Fax No : 022- 6754 3457 • Email : [email protected] • Website : www.careratings.com

B Name : ICRA Limited

• Address : 1105, Kailash Building,

11th Floor, 26, Kasturba Gandhi Marg, New Delhi – 110001

• Tele No : 011-2335 7940-45 • Fax No : 011-4533 3238 • Email : [email protected] • Website : www.icra.in

(x) AUDITORS OF THE ISSUER • Name : Parikh Mehta & Associates

• Address

: “PMA House”, 2# Gokhle Colony, Opp. Verai Mata Temple, Urmi-Dinesh Mill Road, Akota, Vadodara- 390 020

• Tele No : 0265-2343615 • Fax No : 0265-2343615 • Email : [email protected] • Website : www.parikhmehta.com

(xi) ADVISORS TO THE ISSUE • Name : TRUST INVESTMENT ADVISORS PVT. LTD.

• Address

: 109/110, 1st Floor, Balarama, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

• Tele No : 022 40845000 • Fax No : 022 40845007 • Email : [email protected] • Website : www.trustgroup.in

http://www.parikhmehta.com/

http://www.trustgroup.in/

13

B. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF COMPANY AND ITS LINE OF BUSINESS CONTAINING

ATLEAST FOLLOWING INFORMATION:- (i) OVERVIEW:-

ONGC Petro additions Limited (“OPaL” or “the Company”) is a Joint Venture (“JV”) promoted by Oil and

Natural Gas Corporation Limited, a ‘Maharatna’ Public Sector Oil major (“ONGC” or “the Sponsor”) and GAIL

(India) Ltd., a ’Maharatna’ Public Sector Company (“GAIL” or “the Sponsor”) and co-promoted by GSPC. The

Company was incorporated on 15th November 2006 to implement a Greenfield 1.1 MMTPA Petrochemicals

Complex in the Special Economic Zone (SEZ) at Dahej, Gujarat. The principal business of OPaL is to

manufacture, purchase, treat, market, distribute, import, export and trade petrochemicals, petrochemical

products and its by-products.

The Dual Feed Cracker Unit has the capacity to produce 1100 KTPA Ethylene, 400 KTPA Propylene and the

Associated Units consists of Pyrolysis Gasoline Hydrogenation Unit, Butadiene Extraction Unit and Benzene

Extraction Unit. The Polymer plants of OPaL has 2X360 KTPA of LLDPE/HDPE Swing unit, 1X340 KTPA of

Dedicated HDPE and 1x340 KTPA of PP.

OPaL plays a key role as a down-stream expansion for ONGC (Key Promoter) which will be supplying feed

stock such as ethane (C2), propane (C3), butane (C4) and naphtha for 15 years required for the project from

its Hazira, Uran & Dahej facilities. This will ensure consistent feed stock supply and its safety. This feed stock

will be used to produce down-stream petro-chemical products like HDPE, LLDPE, Polypropylene, Butadiene

and by-products like PyGas, CBFS, Benzene, Propylene, etc.

OPaL: Brief of Company Name of Company

ONGC Petro additions Limited (OPaL)

Promoters/Sponsors Oil and Natural Gas Corporation Limited (ONGC)& GAIL (India) Limited Co-promoter Gujarat State Petroleum Corporation Ltd.

Date of Incorporation November 15, 2006

Certificate for Commencement of Business December 12, 2006

Registered Office 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara- 390007, Gujarat, India

Project Location Dahej SEZ, Gujarat, India

14

Capital Structure:

Shareholding pattern as on 30 June 2019 is as follows:

Shareholder Amount (Crores) Percentage (%)

Oil and Natural Gas Corporation Limited 997.98 49.36%

GAIL (India) Limited 994.95 49.21%

Gujarat State Petroleum Corporation Ltd. 29.00 1.43%

Individual Shareholders* 0.00 0.00%

Total (Issued & Subscribed) 2,021.93 100%

*Six individual Shareholders, holding 1 share each with Face Value of Rs.10/- each

Capital Structure as on 30th June 2019 is as follows:

Particulars Amount (Crores)

Authorised Share Capital:

15,000,000,000 equity shares of Rs.10 each

15,000

Issued & Subscribed Share Capital:

2,021,929,671 equity shares of Rs. 10 each

2,021.93

Money Received Against Share Warrants* 2,494.05

Compulsorily Convertible Debentures** 7,778.00

Total Equity Capital 12,293.98

* Total money received from ONGC against warrants stands at Rs. 2,494.05 Crores. Additionally, Warrant Exercise money of Rs 63.95 Crore is to be received from ONGC.

**The company has modified the conversion date of CCDs-I of Rs.5615 crore for further period of 18 months i.e. 54 month from first allotment. The face value of CCDs is Rs. 10.00 Millions each and coupon rate of 8.60% payable semi-annually.

During the FY 17-18, company has allotted 1671 CCDs of Rs. 10.00 Million each with a coupon rate of 7.6829% p.a. to be served annually through private placement on 18/05/2017 and 492 CCDs of Rs. 10 Million each with a coupon rate of 8.00% to be served annually through private placement on 28/03/2018.

(ii) Product Mix of OPaL:

Product Description

Polymers

High Density Polyethylene (HDPE) • High Density, (0.95-0.965 g/cm3) Polyethylene, has higher

temperature resistance, stiffness, and superior water vapor

barrier properties when compared to LLDPE. HDPE has a low

degree of branching, hence stronger intermolecular forces and

tensile strength.

There are four major end-uses of HDPE. Molding applications

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(injection and blow) account for almost 50% of worldwide

demand, while film and sheet applications represent 25%.

• HDPE is highly preferred as a sheathing material where it

provides high resistance to water penetration. It is very hard, has

low coefficient of friction, and is abrasion resistant. Hence, it is

used in products and packaging such as milk jugs, detergent

bottles, margarine tubs, garbage containers and water pipes.

Liner Low Density Polyethylene (LLDPE)

• LLDPE (Linear Low Density Polyethylene) has a density range of

0.915-0.925 g/cm3. LLDPE replaces its predecessor Low Density

Polyethylene (LDPE) in many applications. LLDPE is a linear

polymer with a number of short branches, made by

copolymerization of ethylene with short-chain alpha-olefins. (for

example, 1-butene, 1-hexene and 1-octene). LLDPE has higher

tensile strength, impact and puncture resistance than LDPE.

Lower thickness (gauge) films can be blown, compared with

LDPE, with better environmental stress cracking resistance but

is not as easy to process.

• Globally, over 80% of LLDPE is used in film applications such as

food and non-food packaging, shrink / stretch film, and non-

packaging uses. Major growth areas are high clarity packaging,

high barrier thin films and active packaging that increases shelf

life and enhances flavor. Growth is also occurring from the

transition of items presently packaged in rigid containers to high

quality flexible packages.

Polypropylene (PP) • Polypropylene is economical and offers an excellent combination

of physical, chemical, mechanical, thermal, and electrical

properties that are not found in any other thermoplastic. Though

lower in impact strength than polyethylene, PP has superior

working temperature and tensile strength.

• PP possesses excellent resistance to organic solvents, degreasing

agents, and electrolytic attack. It is light-weight, stain-resistant,

with low moisture absorption rate. Being a tough, heat-resistant,

and semi-rigid material, it is ideally suited for the transfer of hot

liquids or gases. It has excellent resistance to acids and alkalis

too.

• There are three general types of PP: Homopolymer, Random

16

Copolymer, and Block Copolymer. The co-monomer used is

typically ethylene. Ethylene-propylene rubber or EPDM added to

PP homopolymer increases its low temperature impact strength.

Randomly polymerized ethylene monomer added to PP

homopolymer decreases the polymer crystallinity and makes the

polymer more transparent.

Chemicals

Benzene • Benzene, an organic chemical is a colorless and flammable liquid

with a sweet smell. The main sources of benzene are -- the steam

cracking or catalytic reforming of liquid petroleum feedstock,

and primarily naphtha, where benzene is recovered from the

aromatics stream. Other processes are hydrodealkylation(HDA)

of toluene and toluene disproportionation (TDP).

• Benzene is mostly used as an additive to other chemicals. It is

used to make styrene, which in turn is used to make plastics and

polymers. Styrene is used in the manufacture of polystyrene and

other styrenic products such as SBR latex and ABS. Cumene, for

phenol production, and cyclohexane applications are the other

significant end-uses of benzene, representing a third of the

global benzene market demand. Also, Nitrobenzene applications

are the fourth largest end-use of benzene and the fastest growing

sector.

Butadiene • Butadiene is used in the production of various types of polymer

resins, synthetic rubbers, and chemical intermediates. Butadiene

is found as a byproduct in the steam cracking of naphtha and gas

oil to make ethylene and propylene. It is extracted from the C4

cracker stream using extractive distillation.

• Butadiene is a colorless, non-corrosive liquefied gas with a mild

aromatic or gasoline-like odor. Its low flash point makes

butadiene both flammable and explosive.

• Butadiene is mainly used in polymers and elastomers such as

ABS, SBR and SB latex, and polybutadiene rubber. Together these

applications represent three quarters of the total butadiene

demand in the world. About three quarters of all Styrene

Butadiene latex is used in paper coating, such as on glossy

magazines and brochures. It is also used in carpet backing, and

17

construction such as bitumen additive and adhesive for roofing.

Carbon Black Feedstock (CBFS) • Carbon Black Feedstock is a mixture of C12 and higher

components rich in naphthalene, methyl-indene, anthracene,

fluorine and other poly-aromatic components. It originates from

the high temperature cracking of petroleum fractions.

• CBFS is used to produce Carbon Black, which is used in tyres and

road paving, tyre reinforcements, black pigments (e.g. for road

markings), and conductors. The stream also contains piperylene,

which is used to produce copolymerization elastomers,

petroleum resins, curing agents, pesticides, and perfumes.

• Carbon Black Feedstock may be used as a source for:

o Naphthalene - used for phthalic anhydride, insecticides,

and concrete plasticizers.

o Biphenyl - used for food preservatives, heat transfer

fluids, and organic syntheses.

o Fluorine or anthracene - used for light emitting diodes,

dyes, and wood preservatives.

Pyrolysis Gasoline (Pygas) • Pygas is a naphtha-range product with high aromatics content

used either for gasoline blending or as a feedstock for a BTX

extraction unit. Pyrolysis gasoline is produced in an ethylene

plant that processes naphtha, butane or gasoil.

(iii) Project Overview:

OPaL's petrochemical complex (1.1 million metric tonne per annum capacity) is a large scale project which is

strategically located at Dahej special economic zone (SEZ). The project has assured supply of feedstock

(Naphtha, C2, C3, and C4) and manufactures premium products. Further, the plant has a dual feed cracker

unit that helps in generating better production rates.

The plant has capacity to produce 1,100 KTPA of Ethylene and 400 KTPA of Propylene which will serve as

petrochemical feedstock for other polymer units located in SEZ of Dahej.

ONGC Ltd. will be supplying feed stock such as ethane (C2), propane (C3), butane (C4) and naphtha (ARN)for

15 years required for the project from its Hazira, Uran & Dahej facilities, ensuring consistent feedstock

supply. There is an agreement in place between OPaL and ONGC to supply feedstock of C2, C3, C4 and

Naphtha (ARN).

a) Unit-wise plant setup:

i) DUAL FEED CRACKER UNIT (DFCU) & ASSOCIATED UNITS (AU)

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Dual Feed Cracker Unit (DFCU) is based on state of the art technology which is capable of cracking

gaseous and liquid feed to produce 1100 KTPA of Ethylene and 400 KTPA of Propylene.

ASSOCIATED UNITS

Extraction of high value chemicals is integrated with DFCU as associated units including:

A) Pyrolysis Gasoline Hydrogenation Unit (PGHU) -

B) Butadiene Extraction Unit BdEU and

C) Benzene Extraction Unit BzEU -

ii) Downstream Units of Polyolefins are configured as follows:

A) 2 x 360 KTPA LLDPE/HDPE Swing Units B) 1 x 340 KTPA HDPE Dedicated Slurry Unit

C)1 x 340 KTPA PP Unit

iii) Captive Power Plant (CPP):

CPP to cater to the Power & Steam requirement of the Plant

iv) PIPELINE PROJECTS

Feed pipeline for C2, C3, C4, from C2+Extraction plant of ONGC Ltd. at Dahej SEZ

v) BUTENE-1 PACKAGE

Butene-1 is to be produced through a single Ethylene Dimerisation route designed & executed in

LEPG mode. Main Feedstock i.e. polymer grade ethylene DFCU and it will be fed to downstream

polyethylene plant (LLDPE/HDPE & Dedicated HDPE)

vi) COOLING WATER

Cooling Tower and Cooling Water System is installed for the Complex. This project is one of the

largest valued projects for Mechanical Draft Cooling Towers including Cooling Water Systems in

India.

vii) INERT GAS AND COMPRESSED AIR (IA/PA)

Generator for the Inert gas (2 nos of cryogenic N3 generator chains each of capacity 2000 Nm3/hr.)

and compressed Air System (IA/PA)

viii) EFFLUENT TREATMENT PLANT (ETP)

ETP is for collection of effluent waste from the plant as per GPCB norms to reduce the effects of waste

& toxic materials on the environment.

ix) INTEGRATED UTILITIES & OFFSITES

Integrated Utilities & Offsite works for the complex which consists of major areas of project

management raw water system, demineralized water plant, captive plant, tank farm management

x) DOUBLE WALLED STORAGE TANK (DWST)

Double Walled Storage Tank (DWST) created for Ethylene Storage System.

xi) QUALITY CONTROL LABORATORY

19

Quality Control Laboratory, popularly known as "The Central Chemical/Polymer Laboratory",

consists of sections like Polymer, Processing, Water testing, Sample preparation catering to the needs

of unprocessed analysis to acquire the competencies needed to support plant objective.

b) Product-wise Capacity of the plant:

Product Capacity Description

Polymers

High Density Polyethylene (HDPE)

1x340 KTPA • The High Density Polyethylene (HDPE) is produced by dedicated unit having capacity 340 kTPA from Mitsui technology using slurry process. It can produce grades with MFI range of 0.019 to 20.8 g/10 mins (1, 2.16) with density ranging from 937 to 963 kg/m3 to cater to large variety of applications.

Liner Low Density Polyethylene (LLDPE)/ High Density Polyethylene (HDPE)

2x360 KTPA • Linear Low Density Polyethylene (LLDPE)/ High Density Polyethylene (HDPE) are produced by 2 trains of 360 kTPA of Gas based swing process from Ineos Technologies Licensing, UK. It can produce grades with MFI range of 0.019 to 20.8 g/ 1O mins (I,2.16) with density ranging from 937 to 963 kg/m3 to cater to a large variety of applications from food and non-food packaging, industrial products from wire and cable to non-pressure Pipes etc.

Polypropylene (PP) 1x340 KTPA • The Polypropylene (PP) is produced by single train of 340 kTPA from lneos Technologies Licensing, USA. The flexibility in technology enables us to offer large range of homo polymers with different consistencies and MFl's along with ICP for a wide range of applications.

Chemicals

Benzene 150 KTPA • Benzene Extraction Unit (BzEU) is licensed from Lurgi Gmbh capable to produce over 99.90% purity levels of Caprolactam grade. It is used as chemical intermediate for industrial products like styrene, phenol, alkyl benzenes finding uses in rubber, plastics and agro-chemical industries.

Butadiene 115 KTPA • Butadiene Extraction Unit (BDEU) is based on BASF Technology, licensed from Lurgi Gmbh capable to produce over 99.5% purity levels. It is used in production of several rubbers and as chemical intermediates like ABS, PBR and SBR, widely used in tyre industry, paper coating, carpet backing, construction etc.

Carbon Black Feedstock (CBFS)

68 KTPA • Carbon Black Feed stock (CBFS) is produced from the state of the art cracker from Linde

20

AG, Germany. It is a rich mix of heavy hydrocarbons from C9 to C15, mainly used to produce Carbon Black.

Pyrolysis Gasoline (Pygas)

164 KTPA • Pyrolysis Gasoline Hydrogenation Unit (PGHU) is licensed from Linde AG, Germany. This stream is Benzene depleted PyGas having Benzene content less than 1.5% and is single hydro treated. It is a naphtha range product with a high aromatic content used for gasoline blending or feedstock for BTX extraction unit

c) Location of the Plant:

Dahej SEZ, where ONGC Petro additions Ltd. plant is located, is on the longest coastline of India in the

state of Gujarat. The state is numero-uno in terms of industrialization and commerce accounting for

about 2/3rd of the petrochemical production in the country. It is thus natural that the region is regarded

as the most preferred destination for investments in manufacturing sector, chiefly chemicals and

petrochemicals, by the government and private sectors alike.

The multi-product Special Economic Zone (SEZ) at Dahej finds an elite berth in the top 50 'free zones' in

the world, part of India's first Petroleum, Chemicals and Petrochemicals Investment Region (PCPIR)

spanning out in 453 sq. kms., which is in its most advanced state of completion. OPaL is the proud Anchor

Tenant of Dahej SEZ taking it to the global center stage.

d) Material Balance:

The largest E&P company of India, ONGC has the rights to extract the rich C2+ components from 5

MMTPA rich LNG supplied by Ras Gas, Qatar to Petronet LNG Ltd based on which ONGC has set up a first

of its kind C2 + extraction plant in the SEZ region of Dahej, Gujarat. This strategic access to rich LNG,

endows natural securitization of feedstock to OPaL.

Apart from the gaseous feed, ONGC stands tall in committing supply of naphtha from its units of

excellence in Uran and Hazira through dedicated pipelines to the mega petrochemical complex. The dual

feed cracker has the capability to crack varying proportions of feed offering operational and commercial

flexibility to add value to the building blocks and create molecules that serve billion aspirations and

simplify human lives.

As C2 was not available in the market earlier, entire C2 quantity was supplied from C2+ extraction plant

of ONGC at SEZ, Dahej. However, with availability of C2 in the market OPaL is in discussion with various

suppliers for tie-up for supply of feedstock. Material Balance with increased C2 supply is as follows:

Description Material Balance with Increased C2 (in TPA) % Terms

Feedstock Ethane (C2) 779000 36% Propane (C3) 223000 10% Butane (C4) 127000 6% ARN (Naphtha) 600000 28%

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Description Material Balance with Increased C2 (in TPA) % Terms

LAN (Naphtha) 408000 19% Total 2137000 100% Products LLDPE 315140 15% HDPE 777800 36% Polypropylene 343400 16% Propylene 18440 1% Butadiene 94640 4% Benzene 90448 4% PyGas 111650 5% CBFS 41850 2% C9 cuts 19690 1% Others, Gas & Loss 323942 15% Total 2137000 100%

The above calculation is based on design capacity computed on 8,000 hours annually of plant operation.

e) Status Approvals & Clearances:

The Company has obtained various approvals required from various statutory and governmental

agencies. The brief of Approvals & Clearances are given in table below.

Sr

No.

Approval Date

1 Land Acquisition OPaL has been allocated 503 hectares of land by Dahej SEZ Ltd

(DSL) and entire payment of Rs. 277 Crore has been made by

OPaL.

Land Lease agreement was signed between OPaL & DSL on 27th

December 2011. The lease is valid till July 2038.

2 Industrial Entrepreneurs

Memorandum submitted with

MoCI

6th December 2005

3 Letter of Approval (LOA) for

operations in SEZ extended till

30th August 2020

30th August 2020

4 Certificate of Incorporation 15th November 2006

5 Certificate for commencement of

business 12th December 2006

6 Government of India Gazette

Notification for setup of Dahej SEZ 20th December 2006

7 Pollution Control Board Clearance

- Gujarat Pollution Control Board 7th July 2020

22

NOC

8 Environment Clearance - (from

the MoEF)

1st March 2013. Valid for 5 years i.e. till Feb 2018. No further

extension is required; since plant is operational.

Further, Gujarat Pollution Control Board has extended

clearance under Water (Prevention and Control of Pollution)

Act-1974 and Air (Prevention and Control of Pollution) Act-

1981 till 7th July 2020.

9 Factory License for OPaL complex. It is renewed by OPaL time to time.

f) Process Flow for the Plant:

Ethane, Propane, Butane, ARN and LAN are used as feedstock for preparation of polymer products HDPE,

LLDPE and Polypropylene (PP) through a series of Cracking and polymerization operations, as illustrated

in the figure below:

The Dual Feed Cracker uses C2/C3/C4 sourced from ONGC’s extraction plant and LAN & ARN from Uran

and Hazira as feedstock. Ethylene, Propylene, mixed C4 stream, Raw Pyrolysis Gasoline (RPG), Carbon

Black Feed Stock (CBFS), Hydrogen Gas and Fuel Gas are produced as a result of Cracking. Ethylene &

Propylene are polymerized in separate downstream polymer units to produce LLDPE, HDPE and

Polypropylene (PP). Butene-1 produced is used as a co-monomer in the production of LLDPE/HDPE.

Butadiene is recovered from the raw C4 mixed stream for merchant sale. The RPG stream is

hydrogenated in PyGas Hydrogenation Unit (PGHU) to produce C6-C8 stream and Pyrolysis Gasoline.

Heavy PyGas (HPG) is the product available for sale. The C6-C8 stream is sent to Benzene Extraction Unit

(BzEU) for the recovery of Benzene, to be sold as a final product. Fully hydrogenated C5 cut is recycled

23

back to the Cracker, and so is the C6 Raffinate produced from Benzene Extraction Unit. Hydrogen gas

generated is used internally in the PE unit, PP unit and PGHU unit. Fuel gas generated is used for internal

consumption. Carbon Black Feed Stock (CBFS) produced from Cracker is available for sale.

g) Environmental Awareness & Conservation

With increased environmental awareness towards pollution control and ecology, due importance is given

to the environment while planning any industrial set-up these days. Industrial units are major sources of

air, water, land and noise pollution. The Government of India has made several legislations/rules for the

protection and improvement of environment in India. OPaL had engaged the services of NEERI for

conducting Environment Impact assessment Study in March 2006. Environmental Clearance for the

project was received from the Ministry of Environment & Forests (MOEF) on 21st November 2007 which

was valid for 5 years. The Company has again received Environmental clearance from MOEF as on 1st

March 2013 which is valid for 5 year i.e. till February, 2018. Since, Plant is operational, further extension

of environmental clearance is not required. Moreover, Gujarat Pollution Control Board has extended

clearance under Water (Prevention and Control of Pollution) Act-1974 and Air (Prevention and Control

of Pollution) Act-1981 till 7th July 2020.

(iv) CORPORATE STRUCTURE:

24

(v) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS:-

Rs. Crores

Indicators

FY 2018-19 FY 2017-18 FY 2016-17

(Audited) (Audited) (Audited)

Net worth 6,677.00 7,476.34 8,435.25* Total Term Debts 22,068.36 21,375.72 25,683.97 Of which – Non Current Maturities of Long Term Borrowings 19,379.58 13,653.45 17,986.13

Short Term Borrowings 2,688.78 7,722.27 6,388.75 Current Maturities of Long Term Borrowings 1,455,49 1,373.92 1,309.09

Net Fixed assets (includes PPE and CWIP only) 25,692.76 26,337.30 27,323.97

Non Current Assets 28,401.73 28328.80 28,346.15 Cash & cash equivalents 15.45 11.38 5.24 Current Investments - - - Current assets 2,046.64 2,145.45 1,234.86 Current Liabilities 5,847.06 10,717.68 8,754.04 Net sales (net revenue including other income) 9,785.40 5,607.29 113.88 EBITDA 867.32 359.53 (82.25) EBIT (331.39) (791.40) (424.98) Interest 1,840.98 1,678.70 705.17 PAT (1,420.30) (1,925.34) (882.20) Dividend amounts - - - Current ratio 0.35 0.20 0.14 Interest coverage ratio 0.47 0.21 (0.12) Debt/ Equity Ratio as per mentioned in Financials 3.30 2.86 9.06

Note: Financials for FY 17-18 & FY 18-19 has been restated as per provisions of Ind AS 32 *Networth including CCDs

25

• OPaL has raised Compulsorily Convertible Debentures worth 7778.00 Crores since July 2016. There has

been under utilization of capacity as plant was under commissioning phase till January 2017. OPaL has

witnessed average capacity utilization of around 50% in FY 18 and 67% in FY 19 and is expected to

increase between 90%-95% in FY 20 and 97%-100% in subsequent years.

• With increase in plant capacity utilization, it is expected to have better visibility in terms of revenue

generation and hence the profitability. Net revenue as on 31st March 2019 is Rs. 9,785.40 crores as

against Rs. 5,607.29 crores as on 31st March 2018.

• Construction of Hazira Dahej Naphtha pipeline for supplying Naphtha (ARN) is expected to be completed

by 30th September 2019. This will result in consistent supply of Naphtha to OPaL, Dahej plant and also

result in significant cost saving.

Gross Debt: Equity Ratio of the Company:

Considering CCDs as part of Equity

Before the issue of debt securities as on 31st March 2019 3.30

After the issue of debt securities (as on 31st March 2019 + Issue Proceeds of Rs. 500 Crores)

(vi) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS:-

Not Applicable

(vii) SUBSIDIARIES/ ASSOCIATE OF THE COMPANY (If any): NIL

26

C. BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF IT’S FOLLOWING ACTIVITIES:-

(i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END :-

Share Capital Rs. In Crores

Authorized Share Capital of Rs10 /- 15,000

Issued, Subscribed and Paid-up Share Capital of Rs10 /- 2021.93 (ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS:-

Date of Change Increase/ Decrease Particulars 16th March, 2016 Authorised Capital increased by

Rs. 7,000 Crore Authorized share capital was increased from Rs.8,000 Crore to Rs. 15,000 Crore

(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END, FOR THE LAST FIVE

YEARS:- There has been no change Equity Share Capital in last five years

(iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR:-Not Applicable

(v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR:- Not Applicable

27

D. DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END (i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END

Sl. No.

Particulars Total No. of Equity Shares

No. of Shares in demat form

Total Shareholding as % of total no. of equity

shares 1

Body Corporates 202,19,29,665 202,19,29,665 100 2 Individuals 6 - 0

Total 202,19,29,671 202,19,29,665 100.00 Notes: - Shares pledged or encumbered by the promoters (if any)-NIL (ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END

Sl. No. Name of the shareholders Total No. of

Equity Shares

No. of Shares in demat

form

Total Shareholding as % of total no. of equity

shares 1 ONGC 99,79,80,632 99,79,80,632 49.36% 2 GAIL 99,49,45,000 99,49,45,000 49.21% 3 GSPC 2,90,04,033 2,90,04,033 1.43% 4 Individual Shareholders 6 - 0.00% TOTAL 202,19,29,671 202,19,29,665 100.00%

28

E. FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:- (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY *

SL No.

Name, Designation and DIN Age Address

Director of the Company

since

Details of other directorship

1. Shri Shashi Shanker Chairman (DIN:06447938)

58 D1-71, ONGC FLATS, BANDRA RECLAMATION BANDRA WEST, MUMBAI MUMBAI 400050

11/10/2017 MANGALORE REFINERY AND PETROCHEMICALS LIMITED OIL AND NATURAL GAS CORPORATION LIMITED PETRONET LNG LIMITED ONGC TRIPURA POWER COMPANY LIMITED ONGC MANGALORE PETROCHEMICALS LIMITED MANGALORE SEZ LIMITED ONGC VIDESH LIMITED

2 Shr. Avinash Kumar Verma Managing Director (DIN: 06990114)

58 B2/406, Satyam Apartment, Vasundhara Enclave, Delhi-110096

15/04/2019 DAHEJ SEZ LIMITED

3 Shri Manoj R Meshram Director (DIN: 08195079)

58 E-78, BHAKTAVAR SINGH BLOCK, ASIAN GAMES VILLAGE, NEW DELHI 110 049

07/08/2018 Talcher Fertilizer Limited

4 Shri Prafulla Kumar Gupta Director (DIN: 01237706)

58 Arum 901, Tower-11, Paramount Floraville, Sector-137, Near Felix Hospital, Gautam Buddha Nagar, Noida 201301, U P

22/09/2015 GAIL (INDIA) LIMITED

5 Shri S. Balachandran Director (DIN: 01962996)

73 PLOT NO 198 FLAT NO 301 KUNDA RESIDENCY STREET NO4 OP INDIAN OVERSEAS BANK WEST MAREDPALLY NEHRUNAGAR HYDERABAD 500026

29/11/2010 BHARAT FINANCIAL INCLUSION LIMITED UNITED STOCK EXCHANGE OF INDIA LIMITEDENVENT DIGITAL TECHNOLOGIES PRIVATE LIMITED DREDGING CORPORATION OF INDIA LIMITED

6 Shri. Subhash Kumar Director (DIN: 07905656)

57

F-104, PAWITTRA APPTS VASUNDHARA ENCLAVE EAST DELHI 110096

06/02/2018

HINDUSTAN PETROLEUM CORPORATION LIMITED MANGALORE REFINERY AND PETROCHEMICALS LIMITED OIL AND NATURAL GAS CORPORATION ONGC TRIPURA POWER COMPANY LIMITED PETRONET MHB LIMITED

29

MANGALORE SEZ LIMITED 7 Shri. Rajesh

Kakkar Director (DIN: 08029135)

58 FLAT NO. C-1/13, ONGC COLONY, BANDRA RECLAMATION,BANDRA (WEST) MUMBAI 400050

24/03/2018

OIL AND NATURAL GAS CORPORATION LIMITED ONGC MANGALORE PETROCHEMICALS LIMITED PAWAN HANS LIMITED

8 Shri Rajiv Director (DIN: 08256137 )

66 A-6, Westend Colony, New Delhi 18/04/2019

RELIANCE CAPITAL TRUSTEE CO LTD

9 Ms. Pomila Jaspal Director (DIN: 08436633)

55 C-53, Ardee City, Sector-52, Gurugram, Haryana-122003

29/04/2019

NIL

10 Shri Aloke Kumar Banerjee Director (DIN: 05287459)

64 C-5/13, Manjulika-A, Anandapur, Kasba, Kolkata-700107

07/05/2019

NIL

*None of the above director’s name appears in the RBI Defaulter list and or ECGC default list. (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS:-

SL No. Name , Designation and DIN Date of appointment/

Resignation/ (From – To)

Director of the Company since (in case of resignation)

1. M. M. Chitale Director DIN: 00101004

20.03.2008-01.04.2019 20.03.2008

2. S. BalaChandran Director: DIN: 01962996

29.11.2010 -

3. Mathilakath Ravindran Director DIN: 02309551

07.06.2013-18.01.2017 07.06.2013

4. M. B. Lal Director DIN: 00129965

23.08.2013 - 22.01.2019 23.08.2013

5. Tapas Kumar Sengupta Director DIN: 06802877

03.02.2014-01.01.2018 03.02.2014

6. Dinesh Kumar Sarraf Chairman DIN: 00147870

01.03.2014- 01.10.2017

01.03.2014

7. Ms. Suman Singh Gaur Director DIN: 07284641

09.09.2015-31.01.2017 09.09.2015

8. Adapa Krishnarao Srinivasan Director DIN: 07168305

01.12.2015-01.11.2017 01.12.2015

9. Prafulla Kumar Gupta 22.09.2015 -

30

Director DIN: 01237706

10. Sanjib Datta Director DIN: 07008785

18.01.2017- 19.06.2018 18.01.2017

11. Avinash Joshi Managing Director DIN: 06723083

01.02.2017 - 23.02.2019 01.02.2017

12. Shashi Shanker Chairman DIN: 06447938

11.10.2017 -

13. Subhash Kumar Additional Director DIN: 07905656

06.02.2018 -

14. Ms. Gita Singh Additional Director DIN: 08060707

06.02.2018 - 01.02.2019 06.02.2018

15. Rajesh Kakkar Additional Director DIN: 08029135

24.03.2018 -

16. Manoj R Meshram Director DIN: 08195079

07.08.2018 -

17. Avinash Kumar Verma Managing Director DIN: 06990114

15.04.2019

18. Rajiv Director DIN: 08256137

18.04.2019

19. Pomila Jaspal Director DIN: 08436633

29.04.2019

20. Aloke Kumar Banerjee Director DIN: 05287459

07.05.2019

31

F. FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:- (i) DETAILS OF THE STATUTORY AUDITOR OF THE COMPANY:-

Name Address Auditors Since

Parikh Mehta & Associates “PMA House”, 2# Gokhle Colony, Opp. Verai Mata Temple, Urmi-Dinesh Mill Road, Akota, Vadodara- 390 020

Since July 2017

(ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS:-

Name Address Date of

Appointment / Resignation

Auditor of the Issuer since ( in

case of resignation)

Remarks

Shah Mehta & Bakshi

2nd Floor, Prasanna House, Associated

Society, Opp. Radhakrishna Park, Nr. Akota Stadium, Akota,

Vadodara - 390 020

Vide letter dt. 30.07.2013 of CAG N. A.

FY 2013-14 to

FY 2016-17

Parikh Mehta & Associates

“PMA House”, 2# Gokhle Colony, Opp. Verai Mata Temple,

Urmi-Dinesh Mill Road, Akota, Vadodara- 390

020

Vide letter dt. 20.07.2017 of CAG N. A. FY 2017-18 to FY

2019-20

32

G. DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END

(i) DETAILS OF SECURED LOAN FACILITIES AS ON 30th June 2019

Rs. In Crore

Lender's Name

Type of Facility

Amt Sanctioned

Principal Amt

Outstanding

Repayment Date

/Schedule Security

Facility-I Participating Banks are:

Allahabad Bank Andhra Bank Bank of Baroda Bank of India Bank of Maharashtra Canara Bank Central Bank of India Corporation Bank EXIM Bank of India Federal Bank HUDCO IDBI Bank Indian Bank Indian Overseas Bank Jammu & Kashmir Bank Karnataka Bank Karur Vysya Bank Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank South Indian Bank State Bank of India Syndicate Bank UCO Bank Union Bank of India United Bank of India

Secured

TL

11,517.00 8,573.75 Repayable in

41 equal

quarterly

installments

starting in Q4

FY 2016-17

and ending in

Q4 FY 2026-

27.

a) First ranking pari-

passu

mortgage/charge on

immovable and

movable properties

and assets, both

present and future

except current assets;

b) First ranking pari-

passu

mortgage/assignment

on intangible assets

relating to project

both present and

future; and

c) Second ranking

pari-passu charge on

any current asset

with working capital

lenders on reciprocal

basis.

Facility-II Participating Banks are:

Allahabad Bank Andhra Bank Bank of India Bank of Maharashtra

Secured

TL

2,944.00 2,196.06 Repayable in

43 structured

quarterly

installments

starting in Q2

a) First ranking pari-

passu

mortgage/charge on

immovable and

movable properties

33

Canara Bank Central Bank of India Corporation Bank EXIM Bank of India Federal Bank Indian Bank Indian Overseas Bank Jammu & Kashmir Bank Karur Vysya Bank Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank South Indian Bank State Bank of India Syndicate Bank UCO Bank Union Bank of India United Bank of India

FY 2018-19

and ending in

Q1 FY 2029-

30.

and assets, both

present and future

except current assets;

b) First ranking pari-

passu

mortgage/assignment

on intangible assets

relating to project

both present and

future; and

c) Second ranking

pari-passu charge on

any current asset

with working capital

lenders on reciprocal

basis.

(ii) DETAILS OF UNSECURED LOAN FACILITIES AS ON 30th June 2019

Rs. In Crore Lender's

Name

Type of Facility

Amt Sanctioned

Principal Amt outstanding

Repayment Date

Schedule

Axis Bank

Unsecured Short Term Loan

1,000 1,000

Four equal installment of Rs.

250 Crs from Dec-19 to March-20

Andhra Bank Unsecured Short

Term Loan 1,000 1,000 Bullet repayment on

22/11/2019

Punjab National Bank

Unsecured Short Term Loan 1,200 765.56 28/06/2020

IndusInd Bank Unsecured Short

Term Loan 500 450 Bullet Repayment on

06/09/2019

34

(iii) DETAILS OF UNSECURED RUPEE LOAN FACILITIES AS ON 30th June 2019

Rs. in Crore Lender's

Name

Type of Facilities

Amt Sanctioned


Repayment Date

Schedule

ICICI Bank Ltd. Rupee Term Loan-1 4,500 4,500 Repayable in 36 equal quarterly

installments starting in Q3 FY 2021-22 and ending Q2 FY 2030-31.

ICICI Bank Ltd. Rupee Term Loan-2 2,000 2,000 Repayable in 2 equal installments

starting in Q2 FY 2021-22 and Q3 FY 2021-22 respectively.

(iv) DETAILS OF WORKING CAPITAL LOAN FACILITIES AS ON 30th June 2019

Rs. in Crore

Lender's Name

Type of Facility

Amt Sanctioned

Principal Amt Outstanding

Repayment Date Schedule

Allahabad Bank Cash Credit 500.00

9.07

Allahabad Bank WCDL 142.40

Andhra Bank Cash Credit 200.00 0.81

Indian Bank Cash Credit 200.00 0.00

Canara Bank Cash Credit 135.00 0 .01

Bank of Baroda Cash Credit

500.00 231.22

FCNR (B) 249.89

(v) Details of External Commercial Borrowings (ECB) as on 30th June 2019:

Lender Name Sanction Limit

As at March 31,

2018 (USD

Million)

Rate of Interest

Repayment

Facility – I Bank of Baroda Union Bank of India Bank of India

USD 250 Million 117.80

6 month USD LIBOR + 250bps

• 4 half yearly instalments of USD 9.50 million each commencing from March 2016




• Last instalment of USD 19.00 million in March 2023

35

Facility – II Bank of Baroda

USD 50 Million 19.00

6 month USD LIBOR + 225

bps


• 1 half yearly instalment of USD 3.00 million each Payable in March 2017

• 1 half yearly instalment of USD 4.00 million each Payable in Sept 2017


• 1 half yearly instalment of USD 7.00 million each Payable in March 2019

• 2 half yearly instalments of USD 9.50 million each commencing from Sept 2019

(vi) DETAILS OF NCDS as on 31st August 2019:-

Debenture Series

Tenor/period of Maturity

Coupon

Amount

Date of Allotmen

t

Redemption on

Date/Schedule

Credit Ratin

g

Secured/ Unsecure

d Security

Series I 3 Yrs 3 Months

8.60% Rs. 335 Crores

11th Dec 2018

11th Mar 2022 CARE AAA (CE);

Stable &

ICRA AAA (CE);

Stable

Unsecured

NA

Series II 3 Yrs 1 Month 8.85% Rs. 485 Crores

19th March 2019

19th April 2022

CARE AAA (CE);

Stable &

ICRA AAA (CE)

Unsecured

NA

(vii) DETAILS OF CCDS as on 31st August 2019:-

Debenture Series

Tenor/period of Maturity

Coupon

Amount (Rs.

Crores)

Date of Allotment

Redemption on

Date/Schedule

Credit Rating

Secured/ Unsecured

CCD I (July 2016) Series A / B

54 months from first pay in date

8.60% semi-annually

5,615 2nd July 2016

01st Jan 2021 CARE AAA (CE)/ Stable by CARE Ratings Ltd. & [ICRA] AAA (CE) ICRA Ltd.

Unsecured

CCD II (May

36 months from pay in

7.68% p.a.

1,671 18th May 2017

18th May 2020

IND AAA (CE)/ Stable

Unsecured

36

2017) date by India Ratings & Research Ltd. & [ICRA] AAA (CE)/ Stable by ICRA Ltd.

CCD III (March 2018)

36 months from pay in date

8.00% p.a.

492 28th March 2018

28th March 2021

IND AAA (CE)/ Stable by India Ratings & Research Ltd. & CARE AAA (CE)/ Stable by CARE Ratings Ltd.

Unsecured

(viii) LIST OF TOP 10 NON-CONVERTIBLE DEBENTURE HOLDERS as on 31st August 2019:

Sl. No. Name of Debenture Holders Amount in Rupees 1 AXIS BANK LIMITED 2,500,000,000.00 2 FRANKLIN TEMPLETON MUTUAL FUND 1,030,000,000.00 3 THE J AND K BANK LTD. 1,000,000,000.00 4 SBI Mutual Fund 1,000,000,000.00 5 HDFC ERGO GENERAL INSURANCE COMPANY LIMITED 750,000,000.00 6 BANK OF MAHARASHTRA 700,000,000.00 7 SBI Pension Fund 500,000,000.00 8 SARASWAT CO-OP.BANK LTD. 150,000,000.00 9 SHRIRAM LIFE INSURANCE CO LTD. 100,000,000.00

10 TIPSONS FINANCIAL SERVICES (P ) LTD 100,000,000.00 11 UTI Mutual Fund 100,000,000.00 12 ADITYA BIRLA SUN LIFE INSURANCE COMPANY LIMITED 100,000,000.00 13 Mirae Asset Capital Market (India) Limited 100,000,000.00

(ix) LIST OF TOP 10 COMPULSORILY CONVERTIBLE DEBENTURE HOLDERS (AS ON 31st August 2019)

Sl. No. Name of Debenture Holders Amount in Rupees 1 ICICI BANK LTD 56,150,000,000.00 2 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED 16,710,000,000.00 3 TATA Mutual Fund 2,920,000,000.00 4 SBI Mutual Fund 2,000,000,000.00

(x) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE

COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF

OF WHOM IT HAS BEEN ISSUED.

OPaL has not issued any corporate guarantee in favour of any counterparty including its joint venture entities, group companies etc

37

(xi) DETAILS OF COMMERCIAL PAPER:- THE TOTAL FACE VALUE OF COMMERCIAL PAPERS

OUTSTANDING AS ON THE LATEST QUARTER END TO BE PROVIDED AND ITS BREAKUP IN

FOLLOWING TABLE:

Maturity date Amount outstanding (Rs. Crores)

NA NIL (xii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY

CONVERTIBLE DEBENTURES / PREFERENCE SHARES ) AS ON ………….:-

Details of CCD are provided above in point (vii) Party Name ( in case of Facility ) / Instrum ent Name

Type of Facility / Instrument

Amt Sanctioned / Issued


Repaym ent Date / Schedule

Credit Rating

Secured / Unsecured

Secur ity

(xiii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY

KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING

CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS .- NIL

(xiv) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN /

ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A

PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION;-NIL

38

H. DETAILS OF PROMOTERS OF THE COMPANY:-

DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END:-

Sl. No. Name of the

Shareholders Total No. of

Equity Shares

No. of shares in

demat form

Total shareholding as %

of total no. of equity shares

No. of Shares

Pledged

% of Shares

pledged with

respect to shares

owned

1. ONGC 99,79,80,632 99,79,80,632 49.36% NIL NIL

2. GAIL 99,49,45,000 99,49,45,000 49.21% NIL NIL I. ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE

FINANCIAL INFORMATION ( LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY. *

* BALANCE SHEET FOR THE LAST THREE YEARS : As per Annexure (ix) *PROFIT AND LOSS ACCOUNT FOR THE LAST 3 YEARS : As per Annexure (ix) *STATEMENT OF CASH FLOW FOR THE LAST 3 YEARS : As per Annexure (ix)

J. ABRIDGED VERSION OF LATEST AUDITED/ LIMITED REVIEW HALF YEARLY CONSOLIDATED

(WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, AND BALANCE SHEET) AND AUDITORS QUALIFICATIONS, IF ANY.

*AUDITOR QUALIFICATIONS

Financial Year Auditors’ Qualifications

2018-19 NIL 2017-18 NIL 2016-17 NIL

K. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE

FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES.-NOT APPLICABLE

39

L. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS

1) The main constituents of the Issuer’s borrowings are generally in the form of loans from banks, bonds etc.

2) The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance of continuous delay or default in past 5 years..

M. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE

EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES.- In accordance with the provisions of Section 71 of the Companies Act, 2013, Companies (Share Capital and Debentures) Rules 2014 and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, OPaL has appointed SBICAP Trustee Company Limited to act as Debenture Trustee for and on behalf of the holder(s) of the Debentures. The address and contact details of the Trustees are as under:

Debenture Trustee Name : SBICAP Trustee Company Ltd. Address : Apeejay House, 6th Floor, 3, Dinshaw Wachha Road,

Churchgate, Mumbai - 400 020. Tel No : 022-4302 5555 Fax No : 022-4302 5500 Email id : [email protected]

A copy of letter from SBICAP Trustee Company Limited conveying their consent to act as Debenture Trustee for the current issue of Debentures is enclosed as Annexure (iii) in this Private Placement Offer Letter.

N. DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED.

RATING SCALE AND RATING AGENCY.”

Other than the credit ratings mentioned hereinabove, Issuer has not sought any other credit rating from any other credit rating agency (ies) for the Debentures offered for subscription under the terms of this INFORMATION MEMORANDUM The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. Copies of Rating Letter(s) and Rating rationale(s) are enclosed in Annexure (i) and Annexure (ii) respectively in this INFORMATION MEMORANDUM.

O. IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER

DOCUMENT / LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE (PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITHTIMELINES); THE SAME SHALL BE DISCLOSED IN THE OFFER DOCUMENT.- Letter of Comfort from ONGC Ltd. is enclosed in Annexure (vii) in this INFORMATION MEMORANDUM.

40

P. COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL BE DISCLOSED.

Copy of letter dated 29th June, 2018 conveying their consent to act as Trustee for the current issue of Debentures is enclosed in Annexure (iii) in this INFORMATION MEMORANDUM.

Q. NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE

PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE.

The Unsecured, Redeemable, Listed, Taxable, Rated, Non-Cumulative, Non-Convertible Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE. The company has obtained the in-principle approval of BSE for listing of the Debentures. OPaL shall make an application to the BSE to list the Debentures to be issued and allotted under this Private Placement Offer Letter and complete all the formalities relating to listing of the Debentures within stipulated time (as per applicable law) from the date of closure of the Issue. In connection with listing of Debentures with BSE, OPaL hereby undertakes that: • It shall comply with conditions of listing of Debentures as may be specified in the Listing Agreement

with BSE. • Ratings obtained by OPaL shall be periodically reviewed by the Credit Rating Agencies and any

revision in the rating shall be promptly disclosed by OPaL to BSE. • Any change in rating shall be promptly disseminated to the holder(s) of Debentures in such manner as

BSE may determine from time to time. • OPaL, Debenture Trustee and BSE shall disseminate all information and reports on Debentures

including compliance reports filed by OPaL and the Trustees regarding the Debentures to the holder(s) of Debentures and the general public by placing them on their websites.

• Debenture Trustee shall disclose the information to the holder(s) of Debentures and the general public by issuing a press release in any of the following events:

i. Default by OPaL to pay interest on Debentures or redemption amount; ii. Revision of rating assigned to the Debentures;

• The information referred to in para above shall also be placed on the websites of the Trustees, OPaL, BSE.

R. OTHER DETAILS:

(i) Debenture Redemption Reserve

As per the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time, DRR is

required to be created in the case of privately placed debentures issued by manufacturing and

infrastructure companies, the adequacy of DRR shall be in accordance with the relevant provisions of the

Companies Act, 2013 or other guidelines issued from time to time and in force during the currency of the

debentures / issued through private placement route. In terms of extant provisions of Companies Act,

2013, the Company is required to create Debenture Redemption Reserve out of profits, if any, earned by

the company. In case of the current issue of debentures, the Company has also appointed a Trustee to

protect the interest of the investors.

41

(ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (COMPANIES ACT, RBI GUIDELINES,

ETC).

The Debentures being offered pursuant to this Information Memorandum are subject to the provisions of

Companies Act, the SEBI Debt Regulations, the Memorandum and Articles of Association of the Issuer, the

terms of this Information Memorandum, Application Form, and other terms and conditions as may be

incorporated in the Debenture Trust Deed.

(iii) APPLICATION PROCESS.

WHO CAN APPLY Only the persons who are specifically addressed through a communication by or on behalf of the Company

directly are eligible to apply for the Debentures. An application made by any other person will be deemed as

an invalid application and rejected. In order to subscribe to the Debentures a person must be either a:

1. Mutual Funds,

2. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013;

3. Scheduled Commercial Banks;

4. State Industrial Development Corporations;

5. Insurance Companies registered with the Insurance Regulatory and Development Authority;

6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorised to invest

in the Issue*

7. National Investment Funds set up by resolution no. F. No. 2/3/2005- DDII dated November 23,

2005 of the Government of India published in the Gazette of India;

8. Companies and Bodies Corporate authorized to invest in bonds/debentures;

9. Insurance funds set up and managed by Army, Navy or Air Force of the Union of India

10. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/debentures;

11. Societies authorized to invest in bonds/debentures;

12. Trusts authorized to invest in bonds/debentures;

13. Foreign Portfolio Investors (not being an individual or family offices);

14. Statutory Corporations/ Undertakings established by Central/ State legislature authorized to

invest in bonds/ debentures.

15. Alternative Investment Funds

16. Infrastructure Investment Trusts

17. Domestic Venture Capital Funds

*For Clarification purpose, provident funds with minimum corpus of Rs. 25 Crores and Pension

Funds with minimum corpus of Rs. 25 Crores shall be considered under QIB

Application by Scheduled Commercial Banks

The application must be accompanied by certified true copies of (i) Board Resolution authorising investments

or letter of authorization or Power of Attorney; and (ii) Specimen signatures of authorised signatories.

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Application by Co-operative Banks

The application must be accompanied by certified true copies of (i) resolution authorising investment along

with operating instructions/power of attorney; and (ii) Specimen signatures of authorised signatories.

Application by Regional Rural Banks

The applications must be accompanied by certified true copies of (i) Government notification/Certificate of

Incorporation/Memorandum and Articles of Association /other documents governing the constitution; (ii)

Resolution authorizing investment and containing operating instructions; (iii) Specimen signatures of

authorized signatories;

Applications by Provident Funds, Superannuation Funds and Gratuity Funds

The application must be accompanied by certified true copies of (i) Trust deed/bye-laws/ regulations; (ii)

Resolution authorizing investment; and (iii) Specimen signatures of authorised signatories.

Application by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with the

SEBI and such applications shall not be treated as multiple applications. The applications made by the Asset

Management Companies ("AMCs") or custodians of a Mutual Fund shall clearly indicate the name of the

concerned scheme for which application is being made. The applications must be accompanied by certified

true copies of (i) SEBI Registration Certificate and Trust Deed; (ii) Resolution authorizing investment and

containing operating instructions; and (iii) Specimen signatures of authorized signatories.

Applications by Body Corporates/Companies/Public Financial Institutions/NBFCs/Statutory

Corporations

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of

Association/constitutional documents / bye-laws; (ii) Resolution authorizing investment and containing

operating instructions; (iii) Specimen signatures of authorised signatories;

Application by Registered Societies

The application should be accompanied by certified true copies of (i) Memorandum of Association / Deed /

any other instrument regulating or governing the constitution of the society, and rules and regulations /

byelaws of the Society; (ii) Resolution authorising investment along with operating instructions / power of

attorney; (iii) Proof of registration with relevant statutory authority; and (iv) Specimen signatures of

authorised signatories.

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Application by Private Trust

The application should be accompanied by certified true copies of the trust deed and specimen signatures of

authorized signatories.

Application by Insurance Companies

The applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii)

Power of Attorney; (iii) resolution authorizing investment and containing operating instructions; and (iv)

specimen signatures of authorized signatories.

Application by FPI

The applications must be accompanied by Constitutional documents and KYC documents.

Application by a Portfolio Manager registered with SEBI

The application should be accompanied by certified true copy of (i) resolution of the Board of Directors,

authorizing, and with all particulars relating to the investment in these Debentures, and the acceptance of the

terms of these Debentures along with authorized signatory list; and (ii) certified copy of registration

certificate issued by the SEBI to undertake Portfolio Management activities.

Applications under Power of Attorney/ Relevant Authority

In case of an application made under a Power of Attorney or resolution or authority, a certified true copy

thereof along with Memorandum and Articles of Association and/or Bye-laws must be attached to the

Application Form at the time of making the application, failing which, the Company reserves the full,

unqualified and absolute right to accept or reject any application in whole or in part and in either case

without assigning any reason thereto. Names and specimen signatures of all the authorised signatories must

also be lodged along with the submission of the completed application. Further modifications/ additions in

the Power of Attorney or authority should be notified to the Company at its registered office.

DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION MEMORANDUM

HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF

COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE

SAME. THE LIST OF DOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED

TO PROVIDE ALL THOSE DOCUMENTS/ AUTHORIZATIONS/ INFORMATION, WHICH ARE LIKELY TO BE

REQUIRED BY THE COMPANY.THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR

ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT

DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY

INDICATIVE AND THE COMPANY DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER

44

EXTANT LAWS, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO

CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC. GOVERNING OR

REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY,

DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY

INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. NON RESIDENT

INDIANS AND OVERSEAS CORPORATE BODIES CANNOT APPLY FOR OR HOLD THESE DEBENTURES.

SUBMISSION OF DOCUMENTS

Investors need to submit the certified true copies of the following documents, along-with the Application

Form, as applicable:

• Memorandum and Articles of Association/ Constitution/ Bye-laws/ Trust Deed;

• Government notification/ certificate of incorporation(in case of Primary Co-operative Bank

and RRBs);

• SEBI registration certificate, if applicable;

• Board Resolution authorizing investment along with operating instructions;

• Power of Attorney/ relevant resolution/ authority to make application;

• Form 15AA granting exemption from TDS on interest, if any;

• Form 15G/ 15H for claiming exemption from TDS on interest on application money, if any;

• Order u/s197 of Income Tax Act, 1961;

• Order u/s10 of Income Tax Act, 1961;

• Copy of PAN card issued by the Income Tax Department;

• Specimen signatures of the authorized signatories (ink signed), duly certified by an

appropriate authority.

S. PROCEDURE FOR APPLYING FOR DEMAT FACILITY

(i) The Applicant must have at least one beneficiary account with any of the DPs of NSDL/ CDSL prior to

making the application.

(ii) The Applicant must necessarily fill in the details (including the beneficiary account number and DPs

ID appearing in the Application Form under the heading ‘Details for Issue of debentures in

Electronic/ Dematerialized Form’.)

(iii) Debentures allotted to an Applicant will be credited directly to the Applicant’s respective beneficiary

account(s) with the DP.

45

(iv) For subscribing the Debentures names in the Application Form should be identical to those

appearing in the account details in the depository. In case of joint holders the names should

necessarily be in the same sequence as they appear in the account details in the depository.

(v) Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the

Registrars to the Issue.

(vi) If incomplete/incorrect details are given under the heading ‘Details for Issue of debentures in

Electronic/ Dematerialized Form’ in the Application Form it will be deemed to be an incomplete

application and the same may be held liable for rejection at the sole discretion of the Issuer.

(vii) For allotment of Debentures the address, nomination details and other details of the Applicant as

registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is

therefore responsible for the correctness of his/her demographic details given in the Application

Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient the Issuer

would not be liable for losses, if any.

(viii) Payment of Interest or repayment of principal would be made to those Debenture Holders whose

names appear on the list of Beneficial Owners given by the Depositories to the Issuer as on Record

Date/ book closure date. In case of those Debenture for which the Beneficial Owner is not identified

by the Depository as on the Record Date/ book closure date, the Issuer would keep in abeyance the

payment of Interest or repayment of principal, till such time that the Beneficial Owner is identified by

the Depository and conveyed to the Issuer, whereupon the Interest or principal would be paid to the

beneficiaries, as identified, within a period of 30 (thirty) days.

(ix) The Debentures shall be directly credited to the beneficiary account as given in the Application Form

and after due verification, allotment advice/ refund order, if any, would be sent directly to the

Applicant by the Registrars to the Issue but the confirmation of the credit of the Debentures to the

Applicants Depository account will be provided to the Applicant by the Depository Participant of the

Applicant.

T. HOW TO APPLY This being a private placement offer, investors who are established/ resident in India and who have been

addressed through this communication directly only are eligible to apply.

(i) Successful bidders are required to do the funds pay-in from their same bank account which is

updated by them in the BSE Bond - EBP Platform, while placing the bids and into the relevant

designated bank account. In case of mismatch in the bank account details between BSE Bond - EBP

Platform and the bank account from which payment is done by the successful bidder, the payment

will be returned back. Payment should be made by the deadline specified by the BSE. In case of bids

made by the arranger on behalf of eligible investors, funds pay-in shall be made from the bank

account of such eligible investors.

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Successful bidders should do the funds pay-in to the bank accounts of the Indian Clearing Corporation

Limited held with ICICI Bank:

Bank Name ICICI Bank Beneficiary Name INDIAN CLEARING CORPORATION LTD. Account Number ICCLEB IFSC Code ICIC0000106 Mode NEFT/ RTGS

Successful bidders must do the funds pay-in to the Designated Bank Account up to 10:30 am on the pay-in date (“Pay-in Time”). Note: In case of failure of any successful bidder to complete the funds pay-in by the Pay-in Time or

the funds are not received in the ICCL’s Designated Bank Account by the Pay-in Time for any reason

whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to

the successful bidder.

(ii) Cash, money orders, and postal orders shall not be accepted. The Issuer assumes no responsibility for

any applications lost in mail. The entire amount of Rs. 10 lakh per Debenture is payable on

application.

(iii) All Application Forms duly completed (along with all necessary documents as detailed in this

Information Memorandum) must be delivered before the closing of the Issue to the Arranger to the

Issue. While forwarding the Application Form, Applicants must ensure that the relevant UTR

number/ or any other evidence of having remitted the application money is obtained. Detailed

instructions for filling up the Application Form are provided in Annexure (viii) in this Information

Memorandum.

(iv) Applications for the Debentures must be in the prescribed form (Annexure viii) and completed in

BLOCK LETTERS in English and as per the instructions contained therein. Applications should be for

the number of Debentures applied by the Applicant. Applications not completed in the prescribed

manner are liable to be rejected. The name of the Applicant’s bank, type of account and account

number must be filled in the Application Form. This is required for the Applicant’s own safety and

these details will be printed on the refund orders and interest/ redemption warrants.

(v) The Applicant or in the case of an application in joint names, each of the Applicant, should mention

his/ her PAN allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the

GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of the

Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the Investor

should mention his PAN/GIR No. If the Investor does not submit Form 15G/15AA/other evidence, as

the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR Number has

been allotted, the Applicant shall mention “Applied for” and in case the Applicant is not assessed to

income tax, the Applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the

47

appropriate box provided for the purpose. Application Forms without this information will be

considered incomplete and are liable to be rejected.

(vi) All Applicants are requested to tick the relevant column “Category of Investor” in the Application

Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation

Trusts and other investors requiring “approved security” status for making investments. All

Applicants are also requested to tick Investor type {Qualified Institutional Buyers (“QIBs”)/ Non-

Qualified Institutional Buyers (“Non-QIBs”) in the Application Form. No separate receipts shall be

issued for the application money. However, Arranger to the Issue at their designated branch(es)

receiving the duly completed Application Form(s) will acknowledge the receipt of the applications by

stamping and returning the acknowledgment slip to the Applicant. Applications shall be deemed to

have been received by the Issuer only when submitted to Arranger to the Issue at their designated

branches or on receipt by the Registrar as detailed above and not otherwise.

(vii) If the securities are to be held jointly, the payment is to be made from the account in the name of

Applicant whose name appears first in the Application Form.

(viii) For further instructions about how to make an application for applying for the Debentures and

procedure for remittance of application money, please refer to the Application Form carefully.

*INVESTOR GRIEVANCE AND REDRESSAL SYSTEMS Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer

endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue

quoting the Application Number (including prefix), number of Debentures applied for, amount paid on

application and details of collection center where the Application was submitted, may be addressed to the

Compliance Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has

appointed a Compliance Officer who may be contacted in case of any pre-issue/ post-issue related problems

such as non-credit of letter(s) of allotment/ debenture certificate(s) in the demat account, non-receipt of

refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given

elsewhere in this INFORMATION MEMORANDUM.

Investor Relations Officer Shri. Subodh Prasad Pankaj Designation/ Dept Company Secretary Address 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited,

R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat, India Ph No 0265-6192600 Fax 0265-6192666 Email [email protected] Website www.opalindia.in

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U. TERM SHEET:

ISSUE DETAILS

Security Name X.XX% ONGC Petro additions Ltd. Series III 2022

Issuer ONGC Petro additions Ltd. (“OPaL”/ the “Company”/ the “Issuer”)

Credit Enhancement (CE) Provider Oil and Natural Gas Corporation Limited (“ONGC”)

Type of Instrument Non-Convertible Debentures

Nature of Instrument Rated, Listed, Unsecured, Redeemable, Taxable, Non-Cumulative Non-Convertible Debentures

Mode of Issue Private placement on fully paid basis

Eligible Investors

The following categories of investors, when specifically contacted, are eligible to invest in these NCDs:

1. Mutual Funds, 2. Public Financial Institutions specified in Section 2(72) of the

Companies Act 2013; 3. Scheduled Commercial Banks; 4. State Industrial Development Corporations; 5. Insurance Companies registered with the Insurance Regulatory

and Development Authority; 6. Provident Funds, Pension Funds, Gratuity Funds and

Superannuation Funds authorised to invest in the Issue* 7. National Investment Funds set up by resolution no. F. No.

2/3/2005- DDII dated November 23, 2005 of the Government of India published in the Gazette of India;

8. Companies and Bodies Corporate authorized to invest in bonds/debentures;

9. Insurance funds set up and managed by Army, Navy or Air Force of the Union of India

10. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/debentures;

11. Societies authorized to invest in bonds/debentures; 12. Trusts authorized to invest in bonds/debentures; 13. Foreign Portfolio Investors (not being an individual or family

offices); 14. Statutory Corporations/ Undertakings established by Central/

State legislature authorized to invest in bonds/ debentures. 15. Domestic Venture Capital Funds 16. Alternative Investment Funds 17. Infrastructure Investment Trusts

*For Clarification purpose, provident funds with minimum corpus of Rs. 25 Crores and Pension Funds with minimum corpus of Rs. 25 Crores shall be considered under QIB All investors are required to comply with relevant regulations/ guidelines applicable to the, for investing in the issue of Bonds/ Debentures as per the norms approved by Government of India, Reserve Bank of India or any other statutory body from time to time

49

Listing Proposed to be listed on Wholesale Debt Market (WDM) segment of BSE Ltd.

Debenture Trustee SBICAP Trustee Company Ltd.

Rating of the Instrument Provisional ICRA AAA (CE) By ICRA Ltd. & Provisional CARE AAA (CE) by CARE Ratings Ltd.

Tenor 3 Years & 3 Months Base Issue Size Rs. 210 Crores Coupon Rate [•]% per annum

Coupon Payment Date

1st Coupon Payment: 26th September 2020, Saturday. However, coupon will be credited 28th September 2020, Monday 2nd Coupon Payment: 26th September 2021, Sunday. However, coupon will be credited 27th September 2021, Monday 3rd Coupon Payment: 26th September 2022, Monday 4th Coupon Payment: 26th December 2022, Monday

Redemption Date 26th December 2022, Monday Redemption Amount Rs. 10,00,000/- per Debenture Redemption Premium NIL Option to retain oversubscription i.e. Greenshoe Amount Greenshoe option up to Rs. 290 Crores

Objects of the Issue/ Details of Utilization of Proceeds

General Corporate Purposes including pre-payment/ repayment of existing indebtedness

Coupon Payment Frequency Yearly and on maturity

Coupon Type Fixed

Day Count Basis Actual/Actual

Interest on Application & Allotment Money

The Pay-in date shall be same as Date of Allotment, hence not applicable

Default Interest Rate

In case of default in payment of any monies accruing due on the respective due dates, the defaulted amount thereof shall carry Default Interest, which shall be a rate of 2% (Two Percent) per annum over and above the Coupon rate, payable from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable.

Delay in Listing

In case of delay in listing of debt security beyond 20 days from deemed date of allotment, the Company will pay penal interest rate of atleast 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture. Face Value Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture

Minimum Application and in multiples of Debt securities thereafter

The minimum application size for the Issue shall be 1(One Debenture) and in multiples of 1 (One) thereafter.

Put/ Call Option Date Not Applicable

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Put/ Call Option Price Not Applicable

Put/ Call Option time Not Applicable

Coupon Step-Up/ Step-Down

The coupon rate would be revised upwards by 0.20% per annum for every notch downgrade in the credit rating of debentures below ICRA AAA (CE) By ICRA Ltd. or CARE AAA (CE) by CARE Ratings Ltd.

However, if after such downgrade/s, the rating of the debenture is upgraded, the coupon rate shall be reduced by 0.20% per annum for every notch upgrade of any of the credit rating of the debentures up to ICRA AAA (CE) By ICRA Ltd. & CARE AAA (CE) by CARE Ratings Ltd The differential coupon will be applicable from the date of rating upgrade/ downgrade till redemption of debentures or any such subsequent rating upgrade/ downgrade.

In case of rating downgrade of the debentures to “ICRA AA- (CE) By ICRA Ltd. or CARE AA- (CE) by CARE Ratings Ltd.” or below during the tenure of the NCDs, the Debenture Holders shall reserve the right to recall the outstanding principal amount of the debentures along with all other monies / accrued interest due & overdue (if any) in respect thereof and the Issuer shall be mandatorily required to redeem all the Debentures within 15 (fifteen) days of such request from the Debenture Holders.

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment

1. Issue Opening Date: 25th September 2019 2. Issue Closing Date: 25th September 2019 3. Pay-in Date: 26th September 2019 4. Deemed Date of Allotment: 26th September 2019

Type of Bidding Closed Bidding Manner of Allotment Uniform Allotment Issuance mode of the Instrument Demat only Trading mode of the Instrument Demat only Settlement mode of the Instrument Payment of monies through ICCL using RTGS/ NEFT.

Business Day Convention

A day (other than a Sunday and Saturday or a Bank holiday) on which the money market is functioning in Mumbai and when banks are open for general business in Mumbai, Delhi and State of Gujarat#.

1. If the coupon payment date falls on a holiday, the payment may be made on the following business day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

2. If the Redemption Date (also being the last coupon payment date) of the debenture falls on a day that is not a Business Day, the redemption proceeds shall be paid by the issuer on the preceding business day along with coupon accrued on the debenture until but excluding the date of such payment

#In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, coupon/redemption payments shall be made only on the days

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when the money market is functioning in Mumbai.

Record Date 15 (fifteen) days prior to any payment due and redemption date In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date.

Transaction Documents a) Information Memorandum

b) Debenture Trustee Agreement

c) Service Account Agreement

d) Debenture Trust Deed

e) Rating letters from Care Ratings Ltd. & ICRA Ltd.

f) Letter from BSE conveying its in-principle approval for listing of NCDs

In the event of any inconsistency between this Information Memorandum and the Transaction Documents, the Transaction Documents shall prevail.

Conditions Precedent to Disbursement

Including but not limited to the following: a) Letter from trustees conveying their consent to act as trustees for

the debenture holders;

b) Receipt of Provisional Rating Rationale, not more than 180 days old, and Rating Letter not older than 30 days from the Rating Agency

c) List of authorized signatories of the Issuer who will be executing the Transaction Documents along with their specimen signatures;

d) Letter of Comfort, from ONGC Ltd., duly signed by authorized signatory and backed by a Board Resolution of ONGC Ltd.

e) Shareholders resolution of the Issuer in relation to Section 180 (1)(a) and 180 (1)(c) of Companies Act, 2013 approving the current borrowing limit of the Issuer.

f) Shareholders resolution of the Issuer in relation to Section 42 and 71 of Companies Act, 2013 approving the issuance of the Debentures on a private placement basis;

g) Board resolution of the Issuer in relation to provisions of Section 42, Section 71 of the Companies Act, 2013 and pursuant to Section 179 and all other applicable provisions of the Companies Act, 2013, as amended, the rules thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended from time to time), the Memorandum and Articles of Association of the Company, and subject to such approvals, consents,

52

sanctions, permissions as may be necessary from the shareholders, and all other appropriate statutory and regulatory authorities in this regards, approving the issuance of the Debentures on private placement basis

h) Undertaking from the Issuer that each of the Representations & Warranties made by the Issuer are true and correct;

i) No material adverse effect and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect.

j) Receipt by the Debenture Trustee of a conditions precedent compliance certificate in this regard

k) Letter from BSE conveying its in-principle approval for listing of NCDs

Condition Subsequent to Disbursement

The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned herein below:

a) Listing of NCDs within 20 days from the Date of Allotment. In case of a delay by the Issuer in listing the Debentures beyond 20 (Twenty) days from the Date of Allotment the Issuer shall make payment to the Debenture Holders of penal interest calculated on the face value of the Debentures at the rate of 1% p.a. over the Coupon Rate from the expiry of 30 (Thirty) days from the Date of Allotment till the listing

b) End-use certificate within 30 days of Deemed Date of Allotment confirming that the proceeds of the Issue has been utilized solely for the end - use stated herein;

c) Execution of debenture trust deed and Debenture Service Account Agreement within 60 days from Deemed Date of Allotment.

Collateral support structure The Debentures would have collateral support by way of Irrevocable & Unconditional Letter of Comfort from ONGC to protect the interest of the NCD Holders

Debenture Service Account

The issuer would need to open a designated Debenture Service account (OPaL Debenture Servicing Account) exclusively for the benefit of the Debenture Holders with any scheduled commercial bank rated AA- or above into which funds would be deposited by the Issuer to take care of debenture servicing requirements.

Events of Default

The events including but not limited to the following events, shall constitute an Event of Default for the purpose of the Issue:

a) Failure on part of the Issuer to forthwith satisfy all or any part of principal / coupon payments in relation to the Debentures when it becomes due.

b) Any representations/warranties given by the Issuer in the Transaction Documents for these Debentures to the Debenture Trustee/ Debenture Holders is untrue, incomplete, incorrect or

53

misleading in any material respect.

c) The Company voluntarily or compulsorily going into liquidation or having a receiver appointed in respect of all its assets or referring itself to the NCLT or under any law providing protection as a relief undertaking;

d) Inability of the Company or admitting in writing its inability to service the coupon/ repayment obligations of the Debentures on the due dates;

e) Appointment of a receiver or a liquidator or allowing the same to be appointed of all or any part of the undertaking of the Company;

f) Execution or distress being enforced or levied against the whole or any part of the Issuer’s property

g) The Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up, or other similar law now or hereafter in effect and such petition/filing is admitted, or consents to the entry of an order in an involuntary proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property

h) An involuntary proceeding is commenced against the Issuer under any applicable bankruptcy, insolvency, winding up, or other similar law now or hereafter in effect and such petition/ filing is admitted

i) Performance of the obligations of the Company under the Transaction Documents becoming unlawful for performance by the Issuer; and

j) Repudiation of any Transaction Document to which the Company is a party or intention of the Company to repudiate any Transaction Document to which the Company it is a party.

k) If it becomes unlawful for the Issuer to perform any of its obligations under the Transaction Documents, or if the Transaction Documents or any part thereof ceases, for any reason whatsoever, to be valid and binding or in full force and effect;

l) Any Governmental Authority takes any action to prevent Issuer from conducting any of its businesses or carrying out its operations in any manner

m) In case of rating downgrade of the debentures to “ICRA AA- (CE) By ICRA Ltd. or CARE AA- (CE) by CARE Ratings Ltd.” or below during the tenure of the NCDs, the Debenture Holders shall reserve the right to recall the outstanding principal amount of the debentures along with all other monies / accrued interest due & overdue (if any) in respect thereof

Provisions related to Cross Default Clause NA

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Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.

Governing Law and Jurisdiction The Debentures and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of courts and tribunals in Gujarat.

Acceleration redemption option

Upon occurrence of any of the following events (each an “Accelerated Redemption Event”), the Debenture Holders shall be entitled to accelerate the redemption of the Debentures in the manner set out hereinafter:

Occurrence of any Event of Default covered under sub-clause (b,d,k,l,m) of the above clauses on Events of Default and not cured by the Issuer within a period of 15 (Fifteen) business days from the date of occurrence of such event, or Occurrence of any Event of Default covered under sub-clause (c,e,f,g,h,i) of the above clauses on Events of Default and not cured by the Issuer within a period of 60 (Sixty) business days from the date of occurrence of such event or immediately on occurrence of any Event of Default under sub-clause (a) & (j) of the clause on Events of Default which shall not have any cure period.

The issuer is required to immediately inform the debenture trustee upon becoming aware of any of the above acceleration event. On receipt of such information from the Issuer, or from any other source (after getting the same verified from the issuer) the Debenture Trustee shall inform each of the Debenture Holders of such event through a written communication. Upon receipt of such intimation from the Debenture Trustee, each Debenture Holder shall have the right to exercise the Accelerated Redemption and seek mandatory redemption of the Outstanding Debentures by the Issuer by providing a written notice in this regard to the Debenture Trustee, who shall forward such notice to the Issuer.

Any Debenture Holder desirous of exercising the Accelerated Redemption pursuant to occurrence of any of the Accelerated Redemption Event, shall deliver a notice in this regard to the Debenture Trustee within 15 (Fifteen) business days from the date of receipt of such intimation of such event from the Debenture Trustee. The Debenture Trustee shall forward all such notices received from the Debenture Holders for exercise of Accelerated Redemption and the Issuer shall be mandatorily required to redeem the Debentures held by the Debenture Holders who have exercised the Accelerated Redemption within a maximum period of 15 (Fifteen) business days from the date on which the Issuer receives the notice for exercise of the Accelerated Redemption.

The amount payable to each Debenture Holder upon exercising the Accelerated Redemption, in relation to the Debentures held by said Debenture Holder, shall be equal to the outstanding face value of the debenture plus coupon accrued on the debenture until but excluding the date of such payment, along with any other penal charges if applicable as per clause titled “Default Interest Rate”

Information Covenants

a) The Company shall provide information to the Debenture Trustee in respect of the following events within a maximum of 5 (Five) Business Days from the occurrence of such event (unless otherwise specifically provided): i. Any notice of any application for winding up having been made

55

or receipt of any statutory notice of winding up under the provisions of the Companies Act;

ii. Any fact, matter or circumstance which may cause any of the representations and warranties under any of the Transaction Documents to become untrue or inaccurate or misleading in any material respect of which the Company becomes aware;

iii. Any event which constitutes an Event of Default, specifying the nature of such event and any steps the Company is taking and proposes to take to remedy the same; and

iv. Any major change in the composition of Board of Directors of the Issuer.

The Company shall notify the Debenture Trustee in writing of any proposed material change in the nature or scope or the business or operations of the Company or the entering into any agreement or arrangement by any person that may, in each case, affect the entirety of the assets and liabilities of the Company and which may adversely impact the ability of the Company to meet its obligations in respect of the Debentures, at least 3 (Three) Business Days prior to the date on which such action is proposed to be given effect. For any such change, agreement or arrangement which is not material or which does not affect the entirety of the assets and liabilities of the Issuer or which would not adversely affect the ability of the Company to meet its obligations in respect of the Debentures, it shall not be required to provide any notification to the Debenture Trustee;

b) The Company shall furnish to the Debenture Trustee, audited annual financial statements of the Company within 180 (One Hundred and Eighty) calendar days following the closure of the preceding financial year;

c) The Company shall furnish requisite information & performance reports to the Debenture Trustee on timely basis, as per SEBI (Debenture Trustees) Regulations, 1993 as amended from time to time and various circular issued by SEBI;

Affirmative Covenants

a) The Issuer shall carry on and conduct its business with due diligence and efficiency;

b) The Issuer shall utilise the monies received upon subscription to the Debentures solely for the purposes mentioned in the clause “Objects of the Issue”;

c) The Issuer shall maintain proper books of accounts as required by the Act and therein make true and proper entries of all dealings and transactions of and in relation to the business of the Issuer and keep the said books of account and all other books, registers and other documents relating to the affairs of the Issuer at its registered office or, where permitted by applicable law, at other place or places where the books of account and documents of a similar nature may be kept;

d) The Issuer shall perform all of its obligations under the terms of the applicable Transaction Documents and maintain in full force and effect each of the Transaction Documents to which it is a party;

56

e) The Issuer shall at all times act and proceed in relation to its affairs and business in compliance with applicable law to avoid any contravention thereof which may materially affect the ability of the Issuer to meet its payment obligations under the Issue;

f) The Issuer shall comply with the terms and conditions stipulated by the rating agency in relation to the Debentures;

Negative Covenants

a) The Issuer shall not without the prior written approval of the Debenture Trustee wind up, liquidate or dissolve its affairs unless such liquidation takes place in connection with a merger, consolidation or any other form of combination of the Issuer with another company and the resulting entity or company assumes all obligations with respect to the Debentures;

b) The Issuer shall not make any amendments in its constitutional documents without the prior written consent of the Debenture Trustee in a manner which would materially affect the rights of the holders of the Debentures adversely in relation to the Debentures;

c) The Issuer shall not enter into any compromise or arrangement or settlement generally with the secured creditors of the Issuer without the prior written consent of the Debenture Trustee.

Representation and Warranties of the Issuer

The Issuer shall provide the representations and warranties in relation to the Issue and the same shall be captured in the Transaction Documents and it will also include the key representations set out herein. The Issuer hereby represents and warrants with reference to the facts and circumstances as on the date hereof:

a) It is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporation;

b) The obligations expressed to be assumed by it in each of the Transaction Documents to which it is a party are, subject to any general principles of law, its binding obligations;

c) The Issuer has the powers to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Transaction Documents to which it is a party;

d) The entry into, performance by the Issuer of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conflict with: i. its constitutional documents; or ii. any agreement or instrument binding upon it or any of its assets; or

iii. all applicable laws.

e) All resolutions, consents and Government approvals required or desirable: i. to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party; and

ii. to enable it to carry on its business, trade and ordinary

57

activities, have been obtained or effected and are in full force and effect.

f) The Issuer has not taken any action nor (to the best of its knowledge and belief) have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or re-organisation, or for the appointment of a liquidator, receiver, or other similar officer in respect of it or any of its assets;

g) No misleading information: i. Any factual information provided by it for the purposes of the Transaction Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

ii. Nothing has occurred or been omitted from the Transaction Documents and no information has been given or withheld which results in the information contained in the Transaction Documents being untrue or misleading in any material respect as at the date it was provided.

h) The Issuer has (to the best of its knowledge and belief) complied in all respects with all applicable laws to which it may be subject, where the failure to so comply would materially impair its ability to perform its obligations under the Transaction Documents; and

i) The Debenture Trustee has received a true, complete and correct copy of each of the Transaction Documents in effect or required to be in effect as of the date hereof.

Expenses All expenses related to the issue including but not limited to costs relating to stamp duty, legal fee, credit rating charges and other expenses will be to the account of the Issuer.

Taxes and Deductions

All payments to be made by the Issuer to a holder of a Debenture shall be made free and clear of and without any Tax Deduction/with-holding, unless the Issuer is required to make a Tax Deduction/with-holding by law, in which case the Issuer shall make that Tax Deduction in accordance with the Act and deliver to that holder a tax deduction certificate in the format prescribed under the Rules and within the time prescribed under the Rules. Stamp Duty and Goods and Service Tax (GST) payable in connection with the Debenture Documents are for the account of the Issuer.

Information

The Issuer undertakes to provide information relevant for a credit assessment of the Issuer to Debenture Trustee in a timely fashion. This information will include, but not be limited to, latest financial information, rating letter and rating rationale, copies of the resolutions authorising the borrowing and the latest profiles of the Issuer.

Other Terms Any further agreements/additions made to this offer through separate communications and accepted by OPaL will be considered as a part of this offer.

58

In case of any inconsistency between the terms of this offer document and debenture trust deed the terms of the debenture trust deed shall prevail.

* OPaL reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by OPaL. In case if the Issue Closing Date/ Pay in Dates is/ are changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by OPaL at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Dates may also be changed at the sole and absolute discretion of OPaL.

DISCLOSURE FOR LETTER OF COMFORT: ONGC Petro additions Limited has obtained Letter of Comfort (LOC), dated_______ 2019, from Oil and Natural Gas Corporation Limited in favour of debenture trustee(s), for the benefit of & representing all debenture holders, from whom the Issuer will raise funds via NCDs issuance, amounting up to Rs. 500 Crores under various series (apart from Series I & Series II) OPaL has issued NCDs, backed by LOC dated______2019, for amount up to Rs, XXX Crores through Series III, DISLCOSURE OF WILFUL DEFAULTER (if any)-The Company has not been declared as a wilful defaulter by any entity.

59

V. DISCLOSURE OF CASH FLOWS: as per SEBI Circular No: CIR/MD/DF-1/122/2016

Illustration: Name of Issuer ONGC Petro additons Ltd.

Security Name X.XX% ONGC Petro additions Ltd. Series III 2022

Face Value of the Debentures Rs. 10,00,000/- per debenture

Deemed Date of Allotment 26th September 2019

Redemption/ Maturity Date 26th December 2022

Put & Call Option None

Coupon rate X.XX% p.a., payable annually

Frequency of Coupon/ Interest Payment Annually & on maturity 1st Coupon Payment: 26th September 2020, Saturday. However, coupon will be credited 28th September 2020, Monday 2nd Coupon Payment: 26th September 2021, Sunday. However, coupon will be credited 27th September 2021, Monday 3rd Coupon Payment: 26th September 2022, Monday

4th Coupon Payment: 26th December 2022, Monday

Day Count Convention Actual/ Actual

Indicative Cash Flows per Debenture for Series III for tenor of 3 Yrs & 3 Months

Scheduled Coupon Payment Date

Actual Coupon Payment Date

No. of Days

Cash Flow per

debenture (Rs.)

Thursday, September 26, 2019 Thursday, September 26, 2019

1st Coupon Payment Saturday, September 26, 2020 Monday, September 28, 2020 366 2nd Coupon Payment Sunday, September 26, 2021 Monday, September 27, 2021 365 3rd Coupon Payment Monday, September 26, 2022 Monday, September 26, 2022 365 4th Coupon Payment Monday, December 26, 2022 Monday, December 26, 2022 91 Principal Monday, December 26, 2022 Monday, December 26, 2022

60

CREDIT RATING AND RATING RATIONALE

CARE Ratings Limited

CARE Ratings Limited 1 vide letter dated 22nd July 2019 with revalidation letter dated 13th September 2019

has assigned/reaffirmed CARE AAA (CE) rating to the Debentures being issued under the current

placement. This rating indicates highest safety with regard to timely payment of interest and principal on

the instrument. Copy of letter from CARE Ratings Ltd. is enclosed in Annexure (i) in this Shelf Disclosure

Document.

The Letter CE in the parenthesis suffixed to rating symbol stand for credit enhancement. An CE rating is

specific to the rated issue, its terms, and its structure. CE rating does represent CARE Ratings Limited’s

opinion on general credit quality of the issuers concerned

The rating assigned is based on the strength of the Letter of Comfort issued by ONGC Ltd. The above

ratings are not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies

and each rating should be evaluated independently of any other rating. The ratings obtained are subject to

revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the

rating at any time on the basis of new information etc.

Rating Rationale is as per Annexure (ii).

ICRA Limited

ICRA Limited vide letter dated 25th June 2019 with revalidation letter dated 13th September2019 has

assigned/reaffirmed ICRA AAA (CE) rating to the Debentures being issued under the current placement.

This rating indicates highest safety with regard to timely payment of interest and principal on the

instrument. Copy of letter from ICRA Ltd. is enclosed in Annexure (i) in this Shelf Disclosure Document.

The letter CE in parenthesis suffixed to rating symbol denotes that the rating is supported by a letter of

comfort. CE ratings do not represent ICRA’s opinion on the general credit quality of the issuers concerned.

The rating assigned is based on the strength of the Letter of Comfort issued by ONGC Ltd. The above

ratings are not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies

and each rating should be evaluated independently of any other rating. The ratings obtained are subject to

revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the

rating at any time on the basis of new information etc.

Rating Rationale is as per Annexure (ii).

61

W. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By the very nature of its business, OPaL is involved in a large number of transactions and therefore it may not

be possible to furnish details of all material contracts and agreements involving financial obligations of OPaL.

However, the contracts referred to below (not being contracts entered into in the ordinary course of the

business carried on by OPaL) which are or may be deemed to be material have been entered/ will be entered

into by OPaL.

a. Memorandum and Articles of Association of the Issuer, as amended to date.

b. Certificate of Incorporation dated 15th November 2006

c. Shareholders’ resolution dated 12th August 2019

d. Board Resolution dated 10th May 2019

e. Consent letter from SBICAP Trustee Company Ltd. dated 29th June, 2018 to act as Trustees to the

Bondholders.

f. Debenture Trustee Agreement between ONGC Petro additions Ltd. and SBICAP Trustee Company Ltd.

g. Debenture Trustee Deed in favor of the Trustee.

h. Credit rating letters of ICRA Ltd. and CARE Ratings Ltd. along with the corresponding Rating Rationales

i. In-principle approval dated 24th September 2019 from BSE Ltd. for of listing of Bonds.

j. Tripartite Agreement between OPaL, NSDL & Beetal Financial & Computer Services (P) Ltd. for issue of

Bonds in Dematerialized form.

k. Tripartite Agreement between OPaL, CDSL and Beetal Financial & Computer Services (P) Ltd. for issue of

Bonds in Dematerialized form

62

X. DECLARATION

The issuer undertakes that this Information Memorandum contains full disclosures in conformity section 42

Companies Act, 2013 and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 and any amendments thereto.

The Issuer accepts no responsibility for the statements made otherwise than in this Information

Memorandum or in any other material issued by or at the instance of the Issuer and that any one relying on

such information from any other source would be doing so at his own risk.

Whatever is stated in this Information Memorandum and in the attachments thereto is true and correct and

complete and no information material to the subject matter of this form has been suppressed or concealed

and is as per the original records maintained by the promoter subscribing to the Memorandum of

Associations and Articles of Association of the Company.

It is further declared and verified that all the required attachments have been completely, correctly and

legibly attached to this Information Memorandum.

For, ONGC Petro additions Limited

Authorized Signatory

Date: _____________ 2019

Place: Vadodara, Gujarat

63

Y. ANNEXURE(S)

(i) RATING LETTER – By ICRA Ltd. and CARE Ratings Ltd.

(ii) RATING RATIONALE - By ICRA Ltd. and CARE Ratings Ltd.

(iii) DEBENTURE TRUSTEE CONSENT LETTER date 29th June 2018

(iv) IN-PRINCIPLE APPROVAL LETTER- BSE LIMITED dated 24th September 2019

(v) Board Resolution Dated 10th May 2019

(vi) SHARE HOLDER – SPECIAL RESOLUTION dated 12th August 2019

(vii) Letter of Comfort issued by ONGC Ltd. backed by Board Resolution

(viii) APPLICATION FORM

(ix) Financials & Cash Flows for Last 3 Years

~@Ratings Professional Risk Opinion

No. CARE/ORO/RL/2019-20/1691

Mr Pradosh Kumar Basu Chief Finance Officer ONGC Petro-additions Limited 4th Floor, 35, Nutan Bharat Co-operative Housing Society Ltd R. C. Dutt Road, Alkapuri, Vadodara 390007

Dear Sir,

July 22, 2019

Confidential

Credit rating for outstanding Non-Convertible Debenture issue-II

On a review of recent developments including operational and financial performance of Oil and Natural

Gas Corporation Limited for FY19 (audited) our Rating Committee has reviewed the following rating:

Instrument Amount Rating' Rating Action

(Rs. crore)

Non-Convertible 485 CARE AAA{CE); Stable

Debenture (NCDs-11) {Rs. Four Hundred and [Triple A {Credi t Enhancement); Reaffirmed eighty-five crore only) Outlook: Stable)

long term 2180 Provisional CARE AAA{CE); Stable" Reaffirmed

Instruments (NCDs) • ( Rs. Two thousand one (Provisional Triple A (Credit

Proposed hundred and eighty crore Enhancement); Outlook: Stable) only)

@The rating Is based on the proposed credit enhancement in the form of letter of comfort from Oil and Natural Gas Corporation ltd (ONGC) which shall be unconditional and irrevocable, valid and remain operative t ill the NCOs are fully redeemed.

2. The NCDs-11 are repayable by March 11, 2022.

3. The NCDs-11 rating is based on the credit enhancement in the form of letter of comfort from Oil and

Nat ura l Gas Corporation Ltd (ONGC) which is unconditional and irrevocable, valid and remains operative

til l the NCDs are fully redeemed.

4. Please inform us the below-mentioned details of issue immediately, but not later than 7 days

from the date of placing the instrument:

' complete definitions of the ratings assigned are ovailoble at www.careratinqs.com and in other CARE

publications. Page 1 of 12

CARE Ratings Limited (Formerly known a..s Credit Ana.lysl$ & Research limited)

CORPORATE OFFICE: 4" Floor, Godrej Coliseum, SomaJya HospltaJ Roa.d, Off Eaue,n Expreu Highway, Sion (E), Mumbai. 400 0"22. r.1.,-91 .22-67S4 3436 , Fa,c•91 ·22-67S4 3457 Ema.II: [email protected] • www.cuerating5,«1m

CIN-L67190MH1993PLC07169 I

13th Floor, E•1 81odc., Videocon Tower Jhandewalan Exten.sJon, New Delhi· 110 055.

Tel: •91-11-4533 3200 , Fa.x: +91-11 -4Slll238

Instrument ISIN Issue Coupon Coupon Terms of Redemption Name and Details of type Size Rate Payment Redemption date contact top 10

{Rs Dates details of Investors er) Debenture

Trustee

5. The rationale for the rating will be communicated to you separately. A write-up (press re lease) on the

above rating is proposed to be issued to the press shortly, a draft of wh ich is enclosed for your

perusal as Annexure. We request you to peruse the annexed document and offer your comments if

any. We are doing this as a matter of courtesy to our clients and with a view to ensure that no

factua l inaccuracies have inadvert ently crept in. Kindly revert as early as possible. In any case, if we

do not hear from you by July 23, 2019 we will proceed on the basis that you have no any comments

to offer.

6. CARE reserves t he right to undertake a surveillance/review of the rating from time to time, based on

circumstances warranting such review, subject to at least one such review/surveillance every year.

7. CARE reserves the r ight to revise/reaffirm/wit hdraw the rating assigned as also revise the outlook, as

a result of period ic review/surveillance, based on any event or information which in the opinion of

CARE warrants such an action. In the event of failure on the part of the entity to furnish such

information, material or clarifications as may be required by CARE so as to enable it to carry out

continuous monitoring of the rating of t he debt instrument, CARE shall carry out the review on the

basis of best available information throughout t he life time of such instrument. In such cases the

credit rating symbol shall be accompanied by " ISSUER NOT COOPERATING". CARE shall also be

entitled to publicize/disseminate all t he afore-mentioned rating actions in any manner considered

appropriate by it, without reference to you.

8. Our ratings do not factor in any rat ing related trigger clauses as per t he terms of the

facility/inst rument, which may involve accelerat ion of payments in case of rating downgrades.

However, if any such clauses are introduced and if t riggered, t he ratings may see volatility and sharp

downgrades.

9. Users of this rating may kindly refer our website www.careratings.com for latest update on t he

outstanding rating .

Page 2 of 12

CARE Ratings limited (Formerly known as Credit Analysis & Res<1arch limited)

13th Floor. E-1 Block. VideOGon Tower, Jha.nd1Jw.aJ,n bt•nsion, New Df!lhl - 110 055. Tel: +91 .11.4533 3200 • Fa.1t: +91-1 1-4533 3238 • www.careratings.com • CIN -L67190MH1993PLC071691

CARE ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you, Yours faithfully,

~~· Rohit Chawla M anek Narang

Deputy Manager [email protected]

Deputy General Manager [email protected]

Encl.: As above

DIS-claimer

CARE's ratings ate opinions on the likelihood of t imely payment of the obligations under the rated i nstrument and are not recommendations to sanction, renew, disburse o r recall the concerned bank facilities or to buy, sell or hotd any secutity. CARE's ratings do not convey suitability o r price for the investor . CARE' s ratings do not constitute an audit on the rated entity. CARE has based Its rat ings/outlooks on Information obtained from sources believed by It to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and ls -not responsible for any errors or omissions or ror the results obtained from the use of such information. Most entities whose ba nk facilities/instruments are rated by CARE have paid a credit rating fee, based on t he amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial t<ansactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, lnter-alla, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial

liability whatsoever to the users of CARE'S rating.

Out ratings do not facto r in any <i)ting related trigger clauses as per the terms o f the facility/instrument, w hich m ay i nvolve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if

trlooered, the ratings mav see volatility and sham downgrades

Page 3 of 12

CARE Ratings Limited (Former1y known as Credit Analysis & Re.search limited)

13th floor, E· 1 Block, VJdeocon Tower, Jhandewalan Extension, New C>elhi - 110 055. l • I~ +91 -11-4533 3200 • Fu: +91-1 1-4533 3238 • www.ca.rera:tlngs..com • CIN-L67190MH1993PLC071691

Ratings

Facilities

Compulsorily Convertible Debentures (CCDs·I) Compulsory· Convertible Debenture (CCDs· lf) Non -Convertible Debenture (NCDs-1)

Non-Convert ible Debenture (NCDs-11)

Long term Instruments (NCDs) • Proposed

Annexure Press Release

ONGC Petro additions limited

July 24, 2019

Amount Rating2

(Rs. crore)

5615 CARE AAA(CE); Stable• (Rs. Five thousand six hundred [Triple A (Credit Enhancement};

and fi fteen crore onlv} Outlook : Stable! 492 CARE AAA(CE); Stable"'

(Rs. Four Hundred and Ninety [Triple A (Credit Enhancement); two crore only) Out look: Stable)

335 CARE AAA(CE); Stable' (Rs. Three Hundred and Thirty (Triple A (Credit Enhancement);

five crore only) Out look: Stable) 485 CARE AAA(CE); Stable'

(Rs. Four Hundred and eiehty- [Tripl e A (Credit Enhancement); five crore onlvl Outlook: Stable)

2180 Provisional CARE AAA(CE); ( Rs. Two thousand one hundred Stablee

and eighty crore only) (Provisional Triple A (Credit Enhancement); Outlook: Stable)

Oeroils of instruments/foci/Wes In Annexure-2

Rating Action

Reaffirmed

Reaffirmed

Reaffirmed

Reaffirmed

Reaffirmed

*based on the credit enhancement in the form of Irrevocable and unconditional undertaking of Oil and Natural Gas Corporation Limi ted (ONGC; CARE AAA; Stable/Al+) to fund coupon service account on or before payment date and put option for buying CCDs from Investors prior to the expiry of 53rd month from deemed date of allotment (i.e. July 2, 2016) ;;,based on the credit enhancement in the form of irrevocable and unconditional undertaking of ONGC for buy-out of the CCDs on exercise of put-option by investor and to fund the service account for coupon payment on or before coupon payment date. 'based on the credit enhancement in the form of letter of comfort from ONGC which is unconditional and irrevocable, valid and remain operative till the NCDs are fully redeemed and no dues certificate is issued by concerned debenture trustee. ll'based on the proposed credit enhancement in the form of letter of comfort from ONGC which shall be uncondi tional and irrevocable, valid and remain operative till the NCDs are fully redeemed. Furthermore, the rat ings will be confirmed once the company submi ts copies of relevant executed documents, to the satisfaction of CARE. CARE shall issue the final rating letter, brief rationale and rating rationale at the time of confirmation of the ra ting.

Detailed Rationale & Key Rating Drivers

The above ratings to the long term CCDs and NCDs ar'e backed by irrevocable and uncondit ional undertaking/

letter of comfort from ONGC. ONGC shall fund coupon service account of NCD's on or before payment date

in case of shortfall. CCDs carry put option for buying CCDs from investors prior to the expiry.

1Complete definition of the ratings assigned are avt1ilable tit www.carerarings.com and other CARE publications

Page 4 of 12

CARE Ratings Lim ited (Formerly known as Credit Analysh & Research limited)

13th Floor, E-1 Blc.clc. Videoc:on Towu, Jhandewalan Extension, New Delhi . 110 OSS. Tel: +91 •11-4533 3200 • Fax: +91-1 1-4533 3238 • www.c:are1at1n9uom • CIN-L67190MH1993PLC071691

The ratings of ONGC cont inue to take into consideration the majority ownership by the Government of India

{Gol) and its strategic importance to the government, experienced and professional management along with

long track record of operat ion in the Exploration & Production (E&P) industry and dominant posit ion in the

domest ic industry. Fu rthermore, the ratings derive strength from the strong financial risk profile, marked by

sound profitability margins and comfortable gearing levels, robust infrastructu re and proven technical

capabilities and presence across the hvdrocarbon value chain.

Going forward, the ability of the company to maintain i ts production levels and replac·e diminishing reserves,

t imely completion of envisaged projects, along with the future movement of global crude prices shall be the

key rating sensitivities.

Detailed description of the key rating drivers

Majority ownership with Got ONGC, a Maharatna PSU, was set up by the Government of India {Gol} to plan, promote, organize and

implement programmes for the development of Petroleum resources and the production and sale of

petroleum and petroleum products. It cont inues to be of strategic importance for Gol, as i t is the largest Oi l &

Gas Company of India and has a crucial role in implementation of policies of the Gol In India's oil & gas

sector. The company's importance to Gol is further strengthened on account of large dividend and taxes paid

by it.

Experienced management

ONGC is managed by experienced team of management. Mr Shashi Shanker, Petroleum Engineer from Indian

School of Mines (ISM), Dhanbad and an MBA in Finance, is the Chairman and Managing Director of the

company has diverse and rich experience of more than three decades in oil and gas Industry. He is also the

Director (ln·charge) for ONGC Tripura Power Company (OTPC) and North East Transmission Company Ltd

(N ETC) besides being Chairman on the Board of ONGC Videsh limited and ONGC Petro additions Limited. He

is also the Director (In-charge} and Member of the High Powered Steering Commit tee lor Government's

flagship ini tiative 'Make-in-India'. Furthermore, the senior management of the company has vast experience

in the oil and gas industry. Strong financial risk profile marked by robust profitability, large liquid investments and healthy coverage

indicators ONGC's financial risk profile remains strong. On a consolidated basis, it wi tnessed an increase of over 24% in

the total operating income to Rs 4,61,695 crore (PY: 3, 70,001 crore) along with gearing of around 0.49x as on

March 31, 2019 and comfortable debt protect ion metrics (Interest coverage of 14.50 t imes and Total

Debt/PBILDT of 1.27 t imes in FY19). The company has large l iquid investments and is able to raise both debt

and equ ity capi tal from the capital markets at competitive rates.

Dominant market position backed by large crude oil reserves

India' s largest oil and gas exploration company ONGC has maintained its dominant position historically and

continues to maintain its position even after New Exploration and Licensing Policy (NELP}, which increased

private participation in the oil and gas sector of the country. As regard reserves, ONGC has largest proven

reserves in India bui lt during last five decades of its existence. The large reserves base provides the company

an abundant and stable long-term source of hydrocarbons for crude oil and natural gas product ion.

Robust infrastructure and proven technical capabilities

Oil & gas Industry is a capital intensive industry, which requires large funds and time to develop a sound

infrastructure. With its long track record of operations, ONGC has been able to develop a robust

infrastructure providing it an advantage over newer players In the industry. ONGC has developed significant

Page S of 12

CARE Ratings Limited (Formerly knoW"n as Credit Analysis & Research Umited)

13lh Floor. E-1 Block, Vldeoc,an Tower, JhandewaJan £xtenslon, New Delhi - 110 OSS. Tel: +91 -11-4533 3200 • Fax: +91-1 1-4533 3238 • www.caretatings.com • CIN-l67190MH1993PLC011691

onshore and offshore production facilit ies, subsea and land pipel ines, gas processing, dri lling and work-over

rigs, storage facilit ies and other infrastructure located throughout the principal oil and gas-producing regions

of India.

Key Rating Weaknesses

Risk related to E&P business In addit ion to a highly capi tal intensive activity, E&P business has long gestat ion period. The exploration

activity involves high uncertainty w ith respect to estimat ion of reserves as it is a function of the quality of the

available data engineering and geological interpretat ion. Furthermore, the company is also exposed to commodity price risk since the bulk of the revenue comes from

the sale of crude oil. Any decrease in the price of the crude oil may hamper the profitability of the company.

In a scenario of elevated prices of crude, the government to share the fiscal burden via sharing of profits w ith

government or providing discounts to OMCs cannot be ruled out.

Geo Political Risk ONGC operates in various overseas countries through i ts subsidiary ONGC Videsh Limi ted. The investments

are prone to changes in policy regime; fiscal law changes etc. since some of the countries have history of

unstable regimes. Unstable government or unfavorable policies such as resource nationalization adds to the

geo-political risks in the host countries.

Significant capital outlay and continuous capex plans ONGC incurs significant capex each year in order to develop and explore new projects. The company plans to

spend nea r about Rs. 33000 crore mainly for exploratory and development drilling. In addition to it, the

company acquired GSPC's KG basin asset as well as government of India's stake in HPCL which has depleted

the cash reserves of the company. The total consideration for GSPC and HPCL was around Rs 7560 crore and

Rs 36915 crore respect ively. Though the credi t profile of the company has slightly weakened due to the debt

taken to fund the acquisition, however it still remains robust considering the nature of the operations and

growth aspects of the industry.

Liquidity: ONGC's liquidity position remains comfortable. The company generates Rs 4000-5000 crore of

monthly cash accruals; however, i t is majorly dependent on the oi l prices which are highly volatile. ONGC's

liquidity position is further supported by large project -related credi tors. The company incurs signif icant capex

each year in order to develop and explore new project.s. In FY18, the credit profile of the company had

slight ly weakened due to the debt taken to fund the acquisit ion; however i t still remains robust considering

the nature of the operations and growth aspects of the industry.

The company's l iquid investments and the ability to raise funds at competitive interest rates ensure stronger

financial posit ion. As on March 31, 2019, the company's total cash and cash equivalents (including current

investments) stands at around Rs 10, 483 crore which provides a l iquidity cushion to the company.

Analytical approach: Irrevocable and unconditional undertaking of Oil ond natural gos corporation limited

(ONGC). Therefore, CARE hos considered consolidated financials of ONGC with notching based on linkages

with the Government while assigning ratings to OPoL.

Applicable Criteria Criteria on assigning Outlook to Credit Ratings CARE's Policy on Default Recognition

Page 6 of 12

CARE Ratings limited (Formerly known as Credit Analysis & Research limited)

13th Floor, E-1 Block. Vldeocon Tower, Jhandewalan Extension, New Oelhi • 110 055. Toi: +91·11-4533 3200 • Fu: +9 1-11-4533 3238 • www.c.areratlngs..com • CIN-L67190MH1993PLC071691

CARE's methodology for service companies CARE's methodology for financial ratios (Non-Financial Sector) CARE'S methodology for Factoring Linkages In Ratings

About the Company

OPaL (Issuer)

OPaL was incorporated on November 15, 2006 for implementing a greenfield 1.1 million metric tonnes per

annum (MMTPA) petrochemicals complex in SEZ at DaheJ, Gujarat (the Project). OPal is promoted by two

"Maharatna" PSUs viz. ONGC (held 49.36% equi ty capital) and GAIL {49.21%), along with GSPC (1.43%) as on

March 31, 2019. The Project comprises of a dual feed-cracker with capacity to produce 1.1 MMTPA of

Ethylene and 0.40 MMTPA of Propylene as petrochemical feedstock to downstream polymer uni ts in the

Dahej SEZ. The company uses ethane {C2 ), propane (C3), butane (C4), aromatic rich naphtha (ARN) as

feedstock to produce basic downstream petrochemicals products viz. HDPE, LLDPE, Polypropylene,

Butadiene, CBFS, Benzene etc. As on March 31, 2019, the total operating income of the company stood at Rs 9,770 crore and PAT negative

of Rs 1420 crore. FY19 is the second full year of operations of the company.

Stief Financials (Rs, crofe) - FYI8 (A) ,,,.. FY19 (A)

Total operating income 5595 9770

PBILDT 347 852

PAT -1925 -1420

Overall gearing (times) 30.64 271.59

Interest coverage {times} 0.21 0.46

A:Audited All Figures rounded off to the nearest decimal pojnts

ONGC (Backstopping Support Provider} ONGC is a Maharatna PSU, wi th the Gol holdings of 64.25% stake in the company as on March 31. 2019.

ONGC is India's largest E&P player and is present across the hydrocarbon value chain. The company

undertakes exploration and production activities in 20 countries through its wholly-owned subsidiary ONGC

Videsh Limited {OVL). Also, it has integrated downstream activities in India with two subsidiaries viz.

Mangalore Refinery & Petrochemicals Ltd and Hindustan Petroleum Corporation Limited (HPCL) with

combined capacity of over 31 million metric tonnes per annum {MMTPA) refinery and extensive network of

over 15,000 retail outlets.

Brief Financials (Rs, crore) -Total operating income PBILDT

PAT Overall gearing {times)

Interest coverage (times) A: Audited All Figures rounded off to the nearest decimal points

Status of non-cooperation with previous CRA: NA

Any other Information: NA

FY1!1 .(A) 370001

66415 26068 0.52

13.29

Page 7 of 12

CARE Ratings Limited (Formerl'y known as Credit Analysis & Research limited}

13th Floor, E-1 81ock. Videoc:on Tower, Jh.andow.alan Eirtendon, New Del hi - 110 055.

FY19 (A) 461695 84617

33887 0.49 14.5

Tel:1•9 1-11-4533 3200 • hx: +91•11 -4533 3238 • -w.c,1re,atin9s.com • CIN-l67190MH1993PLC071691

Rating History for last three years: Please refer Annexure·2

Annexure-1: Details of Instruments/Facilities

Name of the Date of Coupon Maturity Size of the ISSUE Rating assigned along

Instrument Issuance Rate Date (Rs. crorel with Rating Outlook

CD·I Ju ly 2016 8.60% Dec. 2020 5,615.00 CARE AAA (SO}; Stable

~cD-11 March 2018 8.00% May 2020 492.00 CARE AAA (SO}; Stable

Debentures-Non December 2018 8.60% March 2022 335.00 CARE AAA {SO}; Stable

Convertib le

Debentu res-I

loebentu res-Non March 2019 8 .85% Apri l 2022 485.00 CARE AAA {SO); Stable

Convertible Debentures-II

Proposed Deben tu res- TBD TBD TBD 2,180.00 Provi sional CARE AAA

Non Convertib le (SO); Stable

Debentures

*TBD: to be decided CCD-1 ISIN: INE163N08081 (Previously, the instrument carri ed 8 .75% p .a. coupon rate along wit h tenure of 36

months)

CCD-11 ISIN: INE163N08057 Non -Convert ib le Deben tu res-I !SIN: INE163N08065

Non-Convertible Debentures•I ISIN: INE163N08073

Annexure-2: Rating History of last three years

Sr. Name of the Current Ratings Rating history

No. Instrument/Bank Type Amount Rating Date(s} & Date(s} & Date(s} &

Facilities Outstanding Rating(s) Rating(s) Rating(s)

(Rs.crore} assigned in assigned in assigned in

2019-2020 2018-2019 2017-2018

1. Deben tures- LT 5615.00 CARE AAA l )CARE AAA l)CARE AAA l}CARE AAA

Compulsorily (CE); Stable (SO); St able (SO); Stable (SO); Stable

t'onvertible (11-Jun -19} (27-Sep-18) (06-Dec-17)

Debentures

2. Debentures· LT 492.00 CARE AAA . l)CARE AAA l)CAREAAA

tompu lsori ly (CE}; Stable SO); St able (SO); Stab le

:onvertible (27-Sep-18) (30-Mar-18}

Debentures 2)Provisional

CARE AAA (SO); Stable

(22-Mar-18)

Page 8 of 12

CARE Ratings limited (Formerly known as Credit Analysis & R&sea.rch l imited)

13th floor. E•1 Block.. Videocon Tawer, Jhandewafan Extension, New Delhi. 110 055. Tel; +91-1 1-4533 3200 • F.u: +91 •11~4533 3238 • www.c.areratings..com • CIN-L67190MH1993PlC071691

Date(s) & Rating(s}

assigned in 2016-2017

,)CARE AAA

SO}

18-0ct-16}

iz}CARE AAA

SO}

19-Jul-16)

B)Provi sional ICARE AAA (SO)

12-May-16}

.

3. Debentures-Non LT 335.00 :ARE AAA - l)CAREAAA - -::onvertible CE); Stable SO); Stable

Debentures 21-Dec-18) 2)Provisional k:AREAAA (SO); Stable (27-Sep-18) 3)Provisional CARE AAA (SO); Stable (13-Jul-18)

4. Debentures-Non LT 2180.00 Provisional l )Provisional - . -tonvenible CARE AAA CARE AAA Debentures (CE); Stable (SO); Stable

(Ol ·Apr,19)

5. Debentures-Non LT 485.00 ICARE AAA l)CARE AAA - . -,..onvertible CE); Stable SO); Stable

Debentures Ol-Apr-19)

Annexure-3: Detailed explanation of covenants of the rated instrument

Key terms of CCDs-1

Particulars Instrument (s)

Type of Instrument Compulsorily Convertible Debenture

Issue Size Rs.5,615 er

E,<"tension Extension of tenure for enti re issue by 18 months from June 03, 2019

Tenure 54 months (earlier 36 months)

Use of Funds For part fina ncing Project capex and repayment of existing credit facilit ies

Coupon Rate 8.60% (payable semiannually) from the date of extension of Put Option i.e. June 03,

2019 on the issue size.

Coupon Payment 12 months from the relevant Pay-in-Da te of each t ranche.

Date For the period staning 2s•h month from the deemed date of allotment up to June 02,

2019, interest shall be payable on June 03, 2019 After 35"' month, the coupon payment on the Issue size shall be made on semiannual

basis t ill 53•• month. Additionally, the accrued but unpaid coupon shall be paid on conversion/ buy-out

date/accelerated buy-out date/put option date/ accelerated put option date.

Buy-out Option with (a) The Sponsor has the right to buy-out the Debentures at Face Value at the end of

the Sponsor1

41'\ 44t\ 47'h and 50th month frorn Deemed Date of Allotment based on

compensation formulae mutually agreed upon.

(b) Coupon amount accrued and due but unpaid till the date of the Buy-out shall be paid along with prepayment compensation to the Investor (s) on the date of the Buy-out. The Investor (s) is paid on the date of the Buy-out, any amount that has

Page 9 of 12

CARE Ratings Limited (Formerly known a.s Credit Ana.lysis &. Research limited)

13th Floor, E-1 Block. Vldeocon Tow•r, Jhandewalan Ext•nsion, New Delhi - 110 055. Tel: +91-11-4533 3200 • Fu: +91- 11 •4533 3238 • www.caror.atings.com • CIN-l67190MH1993PLC071691

been due/outstanding and not paid by the Company till the date of the Buy-out;

(c) The buyout option can be exercised by the sponsor for the outstanding deben tures amount or a minimum of Rs 100 crore of the debentures issued or Rs SO crore

(d) Buy-out Option exercised by Sponsor is binding on Investors & not optional.

Mandatory Put In the event that the Sponsor has not procured an Equity investor who has, or the

Option with the Sponsor by itself has not, acquired all the Debentures from the investors prior to the

investor expiry of 53' 4 months from the Deemed Date of Allotment of the First Tranche of the

Debentures, the Sponsor will mandatori ly, and without requiring any notice or intimat ion in this regard buy the outstanding Debentures for the aggregate Face Value of the Debentures and the accrued/ outstanding but unpaid amounts (including bu t not limi ted to the unpaid coupon amount) (b) The Mandatory Put Option set out above, shall be binding on the Sponsor and not optional in nature and shall not be dependent on any notice being delivered to the

Sponsor; and (c) The Debenture Trustee shall give a prior notice of 60 days to the Sponsor in regards to the Mandatory Put Option . However, the obligat ion of the Sponsor under the Mandatory Put Option shall remain, independent of any such notice being given to the

Sponsor.

CCDs-2

Part iculars Instrument (s)

Type of Instrument CCD

Size of the issue Rs.492 crore

Coupon The Coupon is fixed {based on G-Sec Rate of the 3 year Benchmark plus Spread)

Buy out option w ith {a) The Sponsor has the right to buy-out the Debentures at Face Value at the end of

the sponsor 24th, 30th and 35th month from the Deemed Date of Allotment wi th a prior notice of 30 days given to the Investor

b) Coupon amount accrued and due but unpaid till the date of the Buy-out shall be paid to the Investor on the date of the Buy-out. The Investor shall also be paid, on the date of the Buy-out, any amount that has been due/outstanding and not paid by the Company in reference to the Debentures till the date of the Buy-out.

c) The Buy-out Option can be exercised by the Sponsor for the outstanding Deben tures amount or a minimum of Rs 50 Crore of the Debentures issued and in whole number multiples of Rs 5 Cr. d) The allocat ion amount of such Buy-out shall be on pro-rata basis among Investor

e) The Buy-out Option exercised by the Sponsor shall be bindinE on the Investor and not opt ional in nature.

Mandatory Put {a) In the event that the Sponsor has not procured an Equity Investor who has, or the

Option Sponsor by itself has not, acquired all the Debentures from the Investor {s) prior to the expiry of 35 months from the Deemed Date of Allotment of the Debentures, the Sponsor will mandatorily buy the outstanding Debentures for the aggregate Face Value of the Debentures and the accrued/ outstanding but unpaid amounts {including

Page l Oof 12

CARE Ratings limited (formerly known as Credit Analysis&: Research limited)

13th Floor, E-1 Blc>ck,. Videocon Tower, Jhandewalan E:ictenslon, New Delhi . 110 055. Tel: +91 -11-4533 3200 • Fu : +91-1 1-4533 3238 • www.c•,er.atingu:am • CtN°L67190MH 1993PlC07169 1

Particulars Instru ment (s) but not limited to unpaid coupon amount), i f any, at the end of 35th month from the Deemed Date of Allotment.

(b) The Mandatory Put Option set out above, shall be binding on the Sponsor and not optional in nature and shall not be dependent on any notice being delivered to the

Sponsor

c) The Debenture Trustee shall give a prior notice of 60 days to the Sponsor in regards to the Mandatory Put Option . However, the obligation of the Sponsor under the Mandatory Put Opt ion shall remain, independent of any such notice being given to the sponsor.

3.NCDs

Particulars Instrument



Size of the issue Rs 3000 crore

Coupon Fixed (To be decided via bidding process)

Tenor 2/3/5 years

Purpose General corporate purpose including pre-payment/ repayment of existing debt.

Credit enhancement ONGC Ltd. The Debentures would have collateral support by way of Letter of Comfort

(LOC) from ONGC for timely servicing of the dues as per stipulated timelines.

* Out of the total planned issue of Rs 3000 crore, the company has issued Rs 820 crore of NCDs.

Note on tomplexity levels of the roted instrf.lment: CARE has clossifted instrvme,>ts roted by it on the basis of complexity. This ctossljico-rian is available at www.careratings.com. Investors/mark.et lntermediories/regulotots or others ore welcome ro write to [email protected] for any clarifications.

Media Contact

Mradul Mishra Contact no. - +91·22-6837 4424 Email JO - [email protected]

Analyst Contact Group Head Name - Mr Manek Narang Group Head Contact no.- 011-4S333233

Contact us

Group Head Email 10- [email protected]

Relationship Contact Name: M rs Swati Agrawal Contact no. : 011-4S333201 Email ID: [email protected]

About CARE Ratings:

Page 11 of 12

CARE Ratings limited (Formerly known as Credit Analysis & Resea.rch limited}

13th f loor, E-1 Block. Videocon Tower, Jhandewal•n bten1lon, New Oelhl -110 055. Tel: • 91-11-4533 3200 • Fu: +91-11-4S33 3238 • www.ca.roratings.com • CIN-L67190MH1993PLC071691

CARE Ratings commenced operations In April 1993 and over two decades, it has established itself as one of the leading credit rating agencies In India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution {ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud

of its r lghtful place in the (ndian capital market built around investor confidence. CARE Ratings provides the entire spectrum o f credit rnting that helps the corporates to raise capital for their var ious requirements and assists t he Investors to form an informed i nvestment decision based on the credit risk and their own risk~return expectations. Our rating and

grading service offerings leverage our doma1n and analytical expertise backed by the methodologies congruent with t he

international best practices.

Disclaimer

CARE's ratings are opinions on credit quaflty and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not. however, guarantee the accuracy, adequacy o r completeness o f any information and is not responsible for any errors or omissions or for the results obtained from the use of such Information. Most entities whose bank faclllties/insu uments are rated by CARE have paid a credit rating fee,

based on the amount and type of bank facilities/instruments.

In case of partnership/proprietary concerns, the rating /outlook assigned by CARE Is based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rat.Ing/outlook may undergo change in case of withdrawal of capital or t he unsecured loans brought i n by the partners/ propr ietor in addition to the flnanclal

performance and other relevant factors.

Our ratings do not factor In any rati ng related trigger clauses as per the terms of the faclllty/lnstrument, which may lnvotve acceleration of payments in case of rating downgrades. However, if any such clauses are Introduced and if

ttlggered, the ratings may see volatlllly and sharp downgrades.

••For detailed Rationale Report and subscription information, please contact us at www.carerat1ngs.com

Page 12 of 12

CARE Ratings Lim ited (Form~rly known AS Credit Analysis & Resea.rch LJmited)

13th floor, E-1 Block, Vldeocon Tower. Jha.ndewalan Extension, New Delhi. 110 OSS. Tel: +91 -11.4.533 3200 • fa)(: +91-11-4533 3238 • www.ca.rera.tlngs.com • CIN-L67190MH1993PLC071691

ch3@ Ratings Professional Risk Opinion

No. CARE/ORO/RL/2019-20/2151

Mr Pradosh Kumar Basu Chief Finance Officer ONGC Petro-additions Limited 4th Floor, 35, Nu tan Bharat Co-operative Housing Society Ltd R. C. Dutt Road, Alkapuri, Vadodara 390007

September 13, 2019

Confidential

Dear Sir,

Credit rating for Non-Convertible Debentures

Please refer to our letter dated July 22, 2019 and your request for revalidation of the rat ing assigned to the

non-convertible debenture (NCO) issue of your company:

2 Our Rating Committee has reviewed the following rating(s):

Instrument Amount Rating' Rating

(Rs. crore) Action

l ong term 2180 Provisional CARE AAA(CE); Stable Reaffirmed

Instruments (NCDs) (Rs. Two thousand one hundred (Provisional Triple A (Credit Enhancement);

• Proposed and eighty crore onlv) Outlook: Stable)

3. The proposed NCDs would have tenure up to 5 years.

4. The above ratings are based on the proposed credit enhancement in the form of letter of comfort from

Oil and Natural Gas Corporation Ltd (ONGC) which shall be unconditional and irrevocable, valid and

remain operative till the NCDs are fully redeemed.

s. Please arrange to get the rating revalidated, in case the proposed issue is not made within six months

from the date of this letter. 6. Please inform us the below-mentioned details of Issue immediately, but not later than 7 days from the

date of placing the Instrument:

Instrument ISIN Issue Coupon Coupon Terms of Redemption Name and Details of

type Size Rate Payment Redemption date contact top 10

(Rs Dates details of investors

er) Debenture Trustee

7. CARE reserves the right to undertake a survei llance/review of the rating from t ime to time, based on

circumstances warranting such review, subject to at least one such review/surveillance every year.

8. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook, as a

resu lt of periodic review/surveillance, based on any event or information which in the opinion of CARE

warrants such an action. In the event of fai lure on the part of the entity to furnish such information,

material or clarifications as may be required by CARE so as to enable it to carry out continuous

monitoring of the rating of the debt instruments, CARE shall carry out the review on the basis of best

available information throughout the life time of such instruments. In such cases the credit rating

'Complete definitions of the rotings os$/Yf1Rf/ WltAV~~'l.l?lfirU,tfWW·'oreratings.com ond in other CARE publications. (Formef'ly known as Credit Ana.lysis & Research Limited)

CORPORATE OFFICE: 4'" f loor, Godrej Coli5cum, Sotna.lya Hospital Ro.ad, Off Eastern E.xpteu Highway, Slon (E), Mumbai • 400 022. h -L: +91-22-6754 3436 • f&x: +91-22-6754 3457 Em•il: [email protected],ratin9s.c0m • www.careratings.com

Page 1 of 2

Cl N-L67190MH 1993PLC071691

13th Floor, E-1 Block, Videocon T owcr Jhandewa.la.n Extension, New DEihi . 110 OSS.

Tc:l:+9 1-11-45333200. Fax:+91-11-45333238

symbol shall be accompanied by " ISSUER NOT COOPERATING". CARE shall also be entit led to

publicize/disseminate all the afore-mentioned rating actions in any manner considered appropriate by

it, wi thout reference to you. 9. Our ratings do not factor in any rating related trigger clauses as per the terms of the faci lity/instrument,

which may involve accelerat ion of payments in case of rating downgrades. However, i f any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

10. Users of this rati ng may kindly refer our websi te www.careratings.com for latest update on the

outstanding rating.

11. CARE ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,

Abhenav Kumar Analyst

Your's faithfully,

~~~ Manek Narang

abhenav .ku [email protected]

Deputy General Manager

[email protected]

Encl. : As above

Disclaimer

CARE's ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE's ratings do not convey sui tability or price for the investor. CARE's rat ings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any in formation and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most enti ties whose bank facilit ies/ instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transact ions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capita I deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capi tal or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that i t has no financial liability whatsoever to the users of CARE's rating.

Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if t riggered, the ratings may see volat ility and sharp downgrades.

CARE Ratings Limited (Formerly known as Cr~1l>9i A: Research limited)

13th floor, E-\ 81ock, Vldeocon l ower, Jha.ndewali.n b tenslon, New Delhi -110 055. Tel: •91-11 -4533 3200 • Fu:: +91-11-4533 3238 • www.ca.reratlngs.com • CIN-l67190MH 1993PLC071691

I ICRA ICRA Limited

VALIDITY OF THE RATING IS SUBJECT TO COMPLIANCE WITH THE TERMS OF THE STRUCTURED OBLIGATION

Ref:2019-20/AHM/130 Date: June 25, 2019

Mr. Pradosh Kumar Basu Chief Finance Officer ONGC Petro additions Limited 4111 Floor, 35, Nutan Bharat Co-operative Housing Society Limited , R.C. Dutt Road , Alkapuri , Vadodara - 390 007, Gujarat.

Dear Sir,

Re: ICRA Credit Rating for the Rs. 2,180 crore Non-Convertible Debenture (NCO) Programme of ONGC Petro additions Limited

In terms of the Rating Agreement executed between ONGC Petro additions Limited and ICRA Limited {ICRA) , ICRA is required to review the rating , on an annual basis, or as and when the circumstances so warrant. Please note that the Rating Committee of ICRA, after due consideration of the latest development in your company, has reaffirmed the rating of your proposed nonconvertible debenture (NCO) programme at Provisional [ICRA]AAA(S) (pronounced Provisional ICRA triple AS). The outlook on the long-term rating is Stable. Instruments with [ICRA]AAA rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk . The letter S in parenthesis suffixed to a rating symbol denotes that the rating is supported by a Letter of Comfort. 'S' ratings do not represent ICRA's opinion on the general credit quality of the issuers concerned.

The rating assigned is provisional as of now (as denoted by the prefix 'Provisional ' before the rating symbol) and is subject to fulfillment of all conditions under the structure as mentioned to ICRA including execution of the transaction documents (as summarized in the Annexure 1 to our letter dated July 9, 2018), and the executed documentation being in line with the drafts shared with ICRA. The rating assigned is based on the strength of an unconditional and irrevocable letter of comfort from Oil and Natural Gas Corporation Limited. The rating also factors the payment mechanism designed to ensure payment on the rated NCDs as per the terms of the transaction.

The Provisional Rating assigned by ICRA will remain valid till December 23, 2019. You are requested to update ICRA as soon as the pending actions/ documentation are completed and share documentary proof for ICRA's review. As per its policy, ICRA is required to review the Provisional Rating periodically and converts the Provisional Rating into the final rating if the pending actions/ documentation have been completed in line with ICRA's expectations. In case the pending actions/ documentation are not completed or they are not in line with ICRA's expectations, ICRA reviews the provisional rating as per its policy [Refer to ICRA's website ww.icra.in for details of the policy followed by ICRA to assign Provisional Ratings].

In any of your publicity material or other document wherever you are using our above rating , it should be stated as "Provisional [ICRAJAAA(S) (Stable)". ICRA reserves the right to review and/ or, revise the above rating at any time on the basis of new information or unavailability of information or such other circumstances, which ICRA believes, may have an impact on the rating assigned to you.

The rating , as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the instruments issued by you. This rating communication letter including the transaction structure in Annexure 1 of our letter dated July 09, 2018 should necessarily be included in the issue documents/information memorandum as well as all legal documents executed by you for the purpose of the proposed bond issue.

ICRA shall not be held responsible for non-compliance with any of the stipulated terms and conditions as well as any errors or misrepresentations of facts made by the Entity or the Trustee.

The rating is subject to ONGC Petro additions Limited and the Trustee ensuring compliance with the structure submitted to ICRA and the conditions / payment mechanism mentioned in Annexure 1 of our letter dated July 09, 2018. The rating is specific to the terms and conditions of the proposed debt programme as was indicated to us by you and any change in the terms or size of the proposed debt programme would require the ratings to be reyjewed by us if there is aoy chaoQe io the teems and caoditiaos ac

1809-181 1, Shapath V Tel. : +91.79.40271500/501 Website : ww w.icra.in Opp. Karnavati Club CIN : L74999DL 1991 PLC042749 Email : [email protected] S.G. Highway, Ahmedabad - 380015 Helpdesk: +91.1 24.3341580

Registered Office : 1105, Kai lash Building, 11 lh Floor, 26 Kasturba Gandhi Marg, New Delhi - 110001. Tel. : + 91 .1 1.23357940-45

RESEARCH • INFOR , ATION / -II IA k t,-v(

~ 1/r L--4 68 824

I ICRA

size of the debt programme rated , as above, the same must be brought to our notice before the issue of the programme. If there is any such change after the rating is assigned by us and accepted or confirmed to use by you , it would be subject to our review and may result in change in the rating assigned.

You are requested to furnish a monthly 'No Default Statement (NOS)' (in the format enclosed) on the first working day of every month, confirming the timeliness of payment of all obligations against the rated debt programme. This is in line with requirements as prescribed in circular dated June 30, 2017 on 'Monitoring and Review of Ratings by Credit Rating Agencies (CRAs)' issued by the Securities and Exchange Board of India

You are also requested to forthwith inform us about any default or delay in repayment of interest or principal amount of the instrument rated, as above, or any other debt instruments/ borrowing and keep us informed of any other developments which may have a direct or indirect impact on the debt servicing capability of the company including any proposal for re-schedulement or postponement of the repayment programmes of the dues/ debts of the company with any lender(s) / investor(s). Further, you are requested to inform us immediately as and when the borrowing limit for the instrument rated , as above, or as prescribed by the regulatory authority(ies) is exceeded.

We thank you for your kind cooperation extended during the course of the rating exercise. Should you require any clarification , please do not hesitate to get in touch with us.

We look forward to your communication and assure you of our best services.

With kind regards, For ICRA Limited n ~Lu~,.· - L0oL>¥ .. ~a;_;~~~ Assistant Vice President Team Leader- Mid Corporate Ratings [email protected]

Sanket Thakkar Assistant Vice President Team Leader- Mid Corporate Ratings [email protected]

ICRA

Mr. Pradosh Kumar Basu Chief Finance Officer ONGC Petro additions Limited 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara - 390 007, Gujarat.

Dear Sir,

ICRA Limited

Ref: 2019-20/AHM/234 Date: September 13, 2019

Re: ICRA rating for Rs. 2180 crore Non Convertible Debenture of ONGC Petro additions Limited

Please refer to your request dated September 9, 2019 for revalidating the rating letter issued for the captioned programme.

We confirm that the Provisional [ICRA]AAA (CE) (pronounced as Provisional ICRA triple A Credit Enhancement) rating assigned to your captioned programme and last communicated to you vide our letter dated June 25, 2019 stands. The outlook on the long-term rating is Stable. Instruments with [ICRA]AAA rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk.

In line with the SEBI circular dated June 13, 2019, ICRA shall use the suffix 'CE' (Credit Enhancement) alongside the rating symbol for denoting the rating of instruments backed by explicit credit enhancement, in place of the earlier practice of using the suffix 'SO' ("Structured Obligation") or the suffix 'S'. The change in the suffix should not be construed as a change in the rating.

The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same as communicated vide our letter Ref 2019-20/AHM/130 dated June 25, 2019.

We look forward to further strengthening our existing relationship and assure you of our best services.

With kind regards, Yours sincerely,

Limited

Ankit Patel Vice President Co-head, Corporate Ratings [email protected]

Ravish Mehta Senior Analyst

[email protected]

1809-1811 , Shapath v Tel. : +91.79.40271500/501 Website : www.icra.in Opp. Karnavati Club GIN : L74999DL 1991 PLC042749 Email : [email protected] S.G. Highway, Ahmedabad - 380015 Helpdesk : +91.124.3341580

Registered Office : 1105, Kailash Build ing, 11 ' h Floor, 26 Kasturba Gandhi Marg, New Delhi - 110001 . Tel. : +91.11.23357940-45

RATING • RESEARCH • INFORMATION 6 9 431

1 CARE Ratings Limited

Press Release

ONGC Petro additions Limited

July 26, 2019

Ratings

Facilities Amount

(Rs. crore) Rating1 Rating Action

Compulsorily Convertible Debentures (CCDs-I)

5615 (Rs. Five thousand six hundred and

fifteen crore only)

CARE AAA(CE); Stable* [Triple A (Credit Enhancement);

Outlook: Stable] Reaffirmed

Compulsory-Convertible Debenture (CCDs-II)

492 (Rs. Four Hundred and Ninety two

crore only)

CARE AAA(CE); Stable@

[Triple A (Credit Enhancement); Outlook: Stable]

Reaffirmed

Non-Convertible Debenture (NCDs-I)

335 (Rs. Three Hundred and Thirty five

crore only)

CARE AAA(CE); Stable^ [Triple A (Credit Enhancement);

Outlook: Stable] Reaffirmed

Non-Convertible Debenture (NCDs-II)

485 (Rs. Four Hundred and eighty-five

crore only)

CARE AAA(CE); Stable^

[Triple A (Credit Enhancement); Outlook: Stable]

Reaffirmed

Long term Instruments (NCDs) - Proposed

2180 (Rs. Two thousand one hundred and

eighty crore only)

Provisional CARE AAA(CE); Stable#

(Provisional Triple A (Credit Enhancement); Outlook: Stable)

Reaffirmed

Details of instruments/facilities in Annexure-1 *based on the credit enhancement in the form of Irrevocable and unconditional undertaking of Oil and Natural Gas Corporation Limited (ONGC; CARE AAA; Stable/A1+) to fund coupon service account on or before payment date and put option for buying CCDs from Investors prior to the expiry of 53rd month from deemed date of allotment (i.e. July 2, 2016) @

based on the credit enhancement in the form of irrevocable and unconditional undertaking of ONGC for buy-out of the CCDs on exercise of put-option by investor and to fund the service account for coupon payment on or before coupon payment date. ^based on the credit enhancement in the form of letter of comfort from ONGC which is unconditional and irrevocable, valid and remain operative till the NCDs are fully redeemed and no dues certificate is issued by concerned debenture trustee. #based on the proposed credit enhancement in the form of letter of comfort from ONGC which shall be unconditional and irrevocable, valid

and remain operative till the NCDs are fully redeemed. Furthermore, the ratings will be confirmed once the company submits copies of relevant executed documents, to the satisfaction of CARE. CARE shall issue the final rating letter, brief rationale and rating rationale at the time of confirmation of the rating.

Detailed Rationale & Key Rating Drivers

The above ratings to the long term CCDs and NCDs are backed by irrevocable and unconditional undertaking/ letter of

comfort from ONGC. ONGC shall fund coupon service account of NCD’s on or before payment date in case of shortfall. CCDs

carry put option for buying CCDs from investors prior to the expiry.

The ratings of ONGC continue to take into consideration the majority ownership by the Government of India (GoI) and its

strategic importance to the government, experienced and professional management along with long track record of

operation in the Exploration & Production (E&P) industry and dominant position in the domestic industry. Furthermore, the

ratings derive strength from the strong financial risk profile, marked by sound profitability margins and comfortable gearing

levels, robust infrastructure and proven technical capabilities and presence across the hydrocarbon value chain.

Going forward, the ability of the company to maintain its production levels and replace diminishing reserves, timely

completion of envisaged projects, along with the future movement of global crude prices shall be key rating sensitivities.

Detailed description of the key rating drivers

Majority ownership with GoI

ONGC, a Maharatna PSU, was set up by the Government of India (GoI) to plan, promote, organize and implement

programmes for the development of Petroleum resources and the production and sale of petroleum and petroleum

products. It continues to be of strategic importance for GoI, as it is the largest Oil & Gas Company of India and has a crucial

role in implementation of policies of the GoI in India’s oil & gas sector. The company’s importance to GoI is further

strengthened on account of large dividend and taxes paid by it.

1Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications

http://www.careratings.com/


Press Release

Experienced management

ONGC is managed by experienced team of management. Mr Shashi Shanker, Petroleum Engineer from Indian School of

Mines (ISM), Dhanbad and an MBA in Finance, is the Chairman and Managing Director of the company has diverse and rich

experience of more than three decades in oil and gas industry. He is also the Director (In-charge) for ONGC Tripura Power

Company (OTPC) and North East Transmission Company Ltd (NETC) besides being Chairman on the Board of ONGC Videsh

limited and ONGC Petro additions Limited. He is also the Director (In-charge) and Member of the High Powered Steering

Committee for Government’s flagship initiative ’Make-in-India’. Furthermore, the senior management of the company has

vast experience in the oil and gas industry.

Strong financial risk profile marked by robust profitability, large liquid investments and healthy coverage indicators

ONGC’s financial risk profile remains strong. On a consolidated basis, it witnessed an increase of over 24% in the total

operating income to Rs 4,61,695 crore (PY: 3,70,001 crore) along with gearing of around 0.49x as on March 31, 2019 and

comfortable debt protection metrics (interest coverage of 14.50 times and Total Debt/PBILDT of 1.27 times in FY19). The

company has large liquid investments and is able to raise both debt and equity capital from the capital markets at

competitive rates.

Dominant market position backed by large crude oil reserves

India’s largest oil and gas exploration company ONGC has maintained its dominant position historically and continues to

maintain its position even after New Exploration and Licensing Policy (NELP), which increased private participation in the oil

and gas sector of the country. As regard reserves, ONGC has largest proven reserves in India built during last five decades of

its existence. The large reserves base provides the company an abundant and stable long-term source of hydrocarbons for

crude oil and natural gas production.

Robust infrastructure and proven technical capabilities

Oil & gas industry is a capital intensive industry, which requires large funds and time to develop a sound infrastructure. With

its long track record of operations, ONGC has been able to develop a robust infrastructure providing it an advantage over

newer players in the industry. ONGC has developed significant onshore and offshore production facilities, subsea and land

pipelines, gas processing, drilling and work-over rigs, storage facilities and other infrastructure located throughout the

principal oil and gas-producing regions of India.

Key Rating Weaknesses

Risk related to E&P business

In addition to a highly capital intensive activity, E&P business has long gestation period. The exploration activity involves high

uncertainty with respect to estimation of reserves as it is a function of the quality of the available data, engineering and

geological interpretation.

Furthermore, the company is also exposed to commodity price risk since the bulk of the revenue comes from the sale of

crude oil. Any decrease in the price of the crude oil may hamper the profitability of the company. In a scenario of elevated

prices of crude, the government to share the fiscal burden via sharing of its profits with government or providing discounts to

OMCs cannot be ruled out.

Geo Political Risk

ONGC operates in various overseas countries through its subsidiary ONGC Videsh Limited. The investments are prone to

changes in policy regime; fiscal law changes etc. since some of the countries have history of unstable regimes. Unstable

government or unfavorable policies such as resource nationalization adds to the geo-political risks in the host countries.

Significant capital outlay and continuous capex plans

ONGC incurs significant capex each year in order to develop and explore new projects. The company plans to spend near

about Rs. 33000 crore mainly for exploratory and development drilling. In addition to it, the company acquired GSPC’s KG

basin asset as well as government of India’s stake in HPCL which has depleted the cash reserves of the company. The total

consideration for GSPC and HPCL was around Rs 7560 crore and Rs 36915 crore respectively. Though the credit profile of the

company has slightly weakened due to the debt taken to fund the acquisition, however it still remains robust considering the

nature of the operations and growth aspects of the industry.

Liquidity: ONGC’s liquidity position remains comfortable. The company generates Rs 4000-5000 crore of monthly cash

accruals; however, it is majorly dependent on the oil prices which are highly volatile. ONGC’s liquidity position is further

supported by large project-related creditors. The company incurs significant capex each year in order to develop and explore


Press Release

new projects. In FY18, the credit profile of the company had slightly weakened due to the debt taken to fund the acquisition;

however it still remains robust considering the nature of the operations and growth aspects of the industry.

The company’s liquid investments and the ability to raise funds at competitive interest rates ensure stronger financial

position. As on March 31, 2019, the company’s total cash and cash equivalents (including current investments) stands at

around Rs 10, 483 crore which provides a liquidity cushion to the company.

Analytical approach: Irrevocable and unconditional undertaking of ONGC. Therefore, CARE has considered consolidated

financials of ONGC with notching based on linkages with the Government while assigning ratings to OPaL.

Applicable Criteria

Criteria on assigning Outlook to Credit Ratings CARE’s Policy on Default Recognition Criteria of Rating Credit Enhanced Debt CARE’s methodology for financial ratios (Non-Financial Sector) CARE’s methodology for Factoring Linkages in Ratings

About the Company

OPaL (Issuer)

OPaL was incorporated on November 15, 2006 for implementing a greenfield 1.1 million metric tonnes per annum (MMTPA)

petrochemicals complex in SEZ at Dahej, Gujarat (the Project). OPaL is promoted by two “Maharatna” PSUs viz. ONGC (held

49.36% equity capital) and GAIL (49.21%), along with GSPC (1.43%) as on March 31, 2019. The Project comprises of a dual

feed-cracker with capacity to produce 1.1 MMTPA of Ethylene and 0.40 MMTPA of Propylene as petrochemical feedstock to

downstream polymer units in the Dahej SEZ. The company uses ethane (C2), propane (C3), butane (C4), aromatic rich

naphtha (ARN) as feedstock to produce basic downstream petrochemicals products viz. HDPE, LLDPE, Polypropylene,

Butadiene, CBFS, Benzene etc.

As on March 31, 2019, the total operating income of the company stood at Rs 9,770 crore and PAT negative of Rs 1420 crore.

FY19 is the second full year of operations of the company.

Brief Financials (Rs. crore) FY18 (A) FY19 (A)


PBILDT 347 852

PAT -1925 -1420


Interest coverage (times) 0.21 0.46

A: Audited

All Figures rounded off to the nearest decimal points

ONGC (Backstopping Support Provider)

ONGC is a Maharatna PSU, with the GoI holdings of 64.25% stake in the company as on March 31, 2019. ONGC is India’s

largest E&P player and is present across the hydrocarbon value chain. The company undertakes exploration and production

activities in 20 countries through its wholly-owned subsidiary ONGC Videsh Limited (OVL). Also, it has integrated downstream

activities in India with two subsidiaries viz. Mangalore Refinery & Petrochemicals Ltd and Hindustan Petroleum Corporation

Limited (HPCL) with combined capacity of over 31 million metric tonnes per annum (MMTPA) refinery and extensive network

of over 15,000 retail outlets.

Brief Financials (Rs. crore) FY18 (A) FY19 (A)


PBILDT 66415 84617

PAT 26068 33887


Interest coverage (times) 13.29 14.5

A: Audited

All Figures rounded off to the nearest decimal points

http://www.careratings.com/upload/NewsFiles/GetRated/Outlook%20Criteria.pdf

http://www.careratings.com/pdf/resources/Criteria_for_Rating_Credit_Enhanced_Debt_July_2019.pdf

http://www.careratings.com/pdf/resources/Criteria_for_Rating_Credit_Enhanced_Debt_July_2019.pdf

http://www.careratings.com/pdf/resources/FinancialratiosNonFinancialSector.pdf


Press Release

Status of non-cooperation with previous CRA: NA

Any other information: NA

Rating History for last three years: Please refer Annexure-2

Annexure-1: Details of Instruments

Name of the Instrument

Date of Issuance

Coupon Rate

Maturity Date

Size of the Issue (Rs. crore)

Rating assigned along with Rating Outlook

CCD-I July 2016 8.60% Jan 01, 2021 5,615.00 CARE AAA (CE); Stable

CCD-II March 2018 8.00% March 27, 2020 492.00 CARE AAA (CE); Stable

Debentures-Non Convertible Debentures-I

December 2018 8.60% March 11, 2022 335.00 CARE AAA (CE); Stable

Debentures-Non Convertible Debentures-II

March 2019 8.85% April 19, 2022 485.00 CARE AAA (CE); Stable

Proposed Debentures-Non Convertible Debentures

TBD TBD TBD 2,180.00 Provisional CARE AAA

(CE); Stable

*TBD: to be decided CCD-I ISIN: INE163N08081 (Previously, the instrument carried 8.75% p.a. coupon rate along with tenure of 36 months) CCD-II ISIN: INE163N08057 Non-Convertible Debentures-I ISIN: INE163N08065 Non-Convertible Debentures-II ISIN: INE163N08073

Annexure-2: Rating History of last three years Sr. No.

Name of the Instrument/Bank

Facilities

Current Ratings Rating history

Type

Amount Outstanding (Rs. crore)

Rating

Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)


1. Debentures-Compulsorily Convertible Debentures

LT 5615.00 CARE AAA (CE); Stable

1)CARE AAA (SO); Stable (11-Jun-19)

1)CARE AAA (SO); Stable (27-Sep-18)

1)CARE AAA (SO); Stable (06-Dec-17)

1)CARE AAA (SO) (18-Oct-16) 2)CARE AAA (SO) (19-Jul-16) 3)Provisional CARE AAA (SO) (12-May-16)

2. Debentures-

Compulsorily Convertible Debentures


- 1)CARE AAA (SO); Stable (27-Sep-18)

1)CARE AAA (SO); Stable (30-Mar-18) 2)Provisional CARE AAA (SO); Stable (22-Mar-18)

-

3. Debentures-Non Convertible


- 1)CARE AAA (SO); Stable

- -


Press Release

Debentures (21-Dec-18) 2)Provisional CARE AAA (SO); Stable (27-Sep-18) 3)Provisional CARE AAA (SO); Stable (13-Jul-18)

4. Debentures-Non

Convertible Debentures

LT 2180.00 Provisional CARE AAA (CE); Stable

1)Provisional CARE AAA (SO); Stable (01-Apr-19)

- - -

5. Debentures-Non Convertible Debentures


1)CARE AAA (SO); Stable (01-Apr-19)

- - -

Annexure-3: Detailed explanation of covenants of the rated instrument

Key terms of CCDs-I


Type of Instrument Compulsorily Convertible Debenture

Issue Size Rs.5,615 cr

Extension Extension of tenure for entire issue by 18 months from July 03, 2019

Tenure 54 months (earlier 36 months)

Use of Funds For part financing Project capex and repayment of existing credit facilities

Coupon Rate 8.60% (payable semiannually) from the date of extension of Put Option i.e. June 03, 2019 on the

issue size.

Coupon Payment Date 12 months from the relevant Pay-in-Date of each tranche.

For the period starting 25th

month from the deemed date of allotment up to June 02, 2019,

interest shall be payable on June 03, 2019

After 35th

month, the coupon payment on the Issue size shall be made on semiannual basis till

53rd

month.

Additionally, the accrued but unpaid coupon shall be paid on conversion/ buy-out

date/accelerated buy-out date/put option date/ accelerated put option date.

Buy-out Option with

the Sponsor

(a) The Sponsor has the right to buy-out the Debentures at Face Value at the end of 41st

, 44th

,

47th

and 50th

month from Deemed Date of Allotment based on compensation formulae

mutually agreed upon.

(b) Coupon amount accrued and due but unpaid till the date of the Buy-out shall be paid along

with prepayment compensation to the Investor (s) on the date of the Buy-out. The Investor

(s) is paid on the date of the Buy-out, any amount that has been due/outstanding and not

paid by the Company till the date of the Buy-out;

(c) The buyout option can be exercised by the sponsor for the outstanding debentures amount

or a minimum of Rs 100 crore of the debentures issued or Rs 50 crore

(d) Buy-out Option exercised by Sponsor is binding on Investors & not optional.

Mandatory Put Option

with the investor

In the event that the Sponsor has not procured an Equity investor who has, or the Sponsor by

itself has not, acquired all the Debentures from the investors prior to the expiry of 53rd

months

from the Deemed Date of Allotment of the First Tranche of the Debentures, the Sponsor will

mandatorily, and without requiring any notice or intimation in this regard buy the outstanding

Debentures for the aggregate Face Value of the Debentures and the accrued/outstanding but

unpaid amounts (including but not limited to the unpaid coupon amount)


Press Release

(b) The Mandatory Put Option set out above, shall be binding on the Sponsor and not optional in

nature and shall not be dependent on any notice being delivered to the Sponsor; and

(c) The Debenture Trustee shall give a prior notice of 60 days to the Sponsor in regards to the

Mandatory Put Option. However, the obligation of the Sponsor under the Mandatory Put Option

shall remain, independent of any such notice being given to the Sponsor.

CCDs-II


Type of Instrument CCD

Size of the issue Rs.492 crore

Buy out option with the sponsor

(a) The Sponsor has the right to buy-out the Debentures at Face Value at the end of 24th, 30th and 35th month from the Deemed Date of Allotment with a prior notice of 30 days given to the Investor

b) Coupon amount accrued and due but unpaid till the date of the Buy-out shall be paid to the Investor on the date of the Buy-out. The Investor shall also be paid, on the date of the Buy-out, any amount that has been due/outstanding and not paid by the Company in reference to the Debentures till the date of the Buy-out.

c) The Buy-out Option can be exercised by the Sponsor for the outstanding Debentures amount or a minimum of Rs 50 Crore of the Debentures issued and in whole number multiples of Rs 5 Cr. d) The allocation amount of such Buy-out shall be on pro-rata basis among Investor

e) The Buy-out Option exercised by the Sponsor shall be binding on the Investor and not optional in nature.

Mandatory Put Option (a) In the event that the Sponsor has not procured an Equity Investor who has, or the Sponsor by itself has not, acquired all the Debentures from the Investor (s) prior to the expiry of 35 months from the Deemed Date of Allotment of the Debentures, the Sponsor will mandatorily buy the outstanding Debentures for the aggregate Face Value of the Debentures and the accrued/ outstanding but unpaid amounts (including but not limited to unpaid coupon amount), if any, at the end of 35th month from the Deemed Date of Allotment.

(b) The Mandatory Put Option set out above, shall be binding on the Sponsor and not optional in nature and shall not be dependent on any notice being delivered to the Sponsor

c) The Debenture Trustee shall give a prior notice of 60 days to the Sponsor in regards to the Mandatory Put Option. However, the obligation of the Sponsor under the Mandatory Put Option shall remain, independent of any such notice being given to the sponsor.

3. NCDs

Particulars Instrument



Size of the issue Rs 3000 crore

Coupon Fixed (To be decided via bidding process)

Tenor 2/3/5 years

Purpose General corporate purpose including pre-payment/ repayment of existing debt.

Credit enhancement (LOC)

ONGC Ltd. The Debentures would have collateral support by way of Letter of Comfort from ONGC for timely servicing of the dues as per stipulated timelines.

*Out of the total planned issue of Rs 3000 crore, the company has issued Rs 820 crore of NCDs.


Press Release

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.

Contact us

Media Contact Mradul Mishra Contact no. – +91-22-6837 4424 Email ID – [email protected]

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Relationship Contact Name: Mrs Swati Agrawal Contact no. : 011-45333201 Email ID: [email protected] About CARE Ratings:

CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

Disclaimer

CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com

http://www.careratings.com/

1

June 28, 2019

ONGC Petro additions Limited: Rating of Provisional [ICRA]AAA(S)(Stable) reaffirmed for balance NCDs

Summary of Rated Instrument:

Instrument* Previous Rated Amount (Rs crore)

Current Rated Amount (Rs crore)

Rating Action

Non-Convertible Debenture 2,180.00 2,180.00 Provisional [ICRA]AAA(S) (Stable); Reaffirmed

Non-Convertible Debenture 820.00 820.00 [ICRA]AAA(S) (Stable); Outstanding

Compulsorily Convertible Debentures

7,286.00 7,286.00 [ICRA]AAA(SO) (Stable); Outstanding

Commercial Paper 500.00 500.00 [ICRA]A1+; Outstanding

Term Loans 11,633.22 + US$155.2 million

11,633.22 + US$155.2 million

[ICRA]AA (Stable); Outstanding

Term Loans 6,500.00 6,500.00 [ICRA]AAA(S) (Stable); Outstanding

Fund Based Limits 1,558.00 1,558.00 [ICRA]AA (Stable) / [ICRA]A1+; Outstanding

Non-Fund Based Limits 2,203.00 2,203.00 [ICRA]A1+; Outstanding

Total 32,680.22 + US$155.2 million

32,680.22 + US$155.2 million

* Instrument details mentioned in Annexure-1

Rationale

ICRA had assigned a provisional rating of [ICRA]AAA(S) (Stable) for the Rs. 3,000 crore structured non-convertible

debenture (NCD) programme of ONGC Petro additions Limited (OPaL) in July 2018. Till date the company has issued Rs.

820 crore of NCDs under this programme and provisional ratings for same have been finalized.

The reaffirmation of the provisional rating of [ICRA]AAA(S) (Stable) for the balance Rs. 2,180 crore NCD programme of

OPaL is based on the strength of the Letter of Comfort (LOC) issued by Oil and Natural Gas Corporation Limited (ONGC;

rated [ICRA]A1+) against the NCD programme. The rating also takes into account the strong parentage of the company

with ONGC as its primary sponsor and the strong linkages of the company’s operations with ONGC. Furthermore, ONGC’s

Chairman is currently serving as the Chairman of OPaL’s Board of Directors.

The letter S in parenthesis suffixed to a rating symbol denotes that the rating is supported by a letter of comfort. S

ratings do not represent ICRA’s opinion on the general credit quality of the issuers concerned. The provisional rating for

the Rs. 2,180 crore NCDs is provisional as of now (as denoted by the symbol ‘Provisional’ prefixed to the rating symbol)

and is subject to the fulfilment of all conditions under the structure and review of final documentation pertaining to the

instrument rated by ICRA, besides the executed documentation being in line with ICRA’s expectations. The final rating

may differ from the provisional rating in case the completed documentation is not in line with ICRA’s expectations.

2

Outlook: Stable ICRA believes OPaL will benefit from its strong parentage and its strategic importance to ONGC’s forward integration plans. The outlook on the rating assigned to the NCDs may be revised to 'Negative' if there is a material deterioration in the financial profile of ONGC or if the linkage between ONGC and OPaL weakens.

Key rating drivers

Credit strengths

Strong parentage being part of ONGC group of companies – OPaL benefits from its strong parentage with ONGC holding

49.36% equity stake and GAIL (India) Limited ([ICRA]AAA (Stable) / [ICRA]A1+) holding another 49.21% stake in the

company. ONGC has also infused capital in the form of warrants (Rs 2,494 crore) and provided backstopping support for

CCDs (Rs 7,778 crore). On a fully diluted basis, ONGC’s equity stake will be at ~92%. The senior officials from ONGC are

part of the board of directors/management team of OPaL with the Chairman of ONGC also acting as the Chairman of

OPaL. The company enjoys high financial flexibility on account of its parentage as already demonstrated by its ability to

raise funds in the debt market at competitive rates.

Strong operational linkages with ONGC – OPaL’s petrochemicals complex is part of the forward integration plans of

ONGC. The entire feedstock for OPaL is currently being sourced from ONGC. The naphtha requirement is met from the

gas processing plant of ONGC at Hazira whereas the C2/C3/C4 requirement is met from ONGC’s separation plant at

Dahej. Once the operations of OPaL scale up, it would require balance feedstock to be procured from other parties but

ONGC would continue to be its main feedstock supplier.

Favourable domestic outlook for polyolefins demand and tolling margins – The domestic per capita consumption as

well as absolute consumption of commodity polymers are expected to show secular growth due to various economic and

demographic factors such as increase in urban population and rise in per capita income. ICRA expects the rate of growth

in the demand for polymers to be in the range of 8-10% per annum over the long-term, given the favourable growth

expected in key end-user industries like FMCG, automobiles, infrastructure and agriculture. The tolling margins also

remain favourable for domestic players because of the wide spread in the price of naphtha as compared to the prices of

polymer products and some of the chemicals. Over the long term, the tolling margins would depend upon the global

demand growth of polymers and chemicals, new supply additions, relative prices of different feedstock (gas, naphtha),

import duty differential etc.

Letter of Comfort from ONGC – The rating for the Rs. 3,000 crore structured NCD programme and Rs. 6,500 crore rupee

term loans programme is based on the strength of the LOC from ONGC. The LOC from ONGC would be backed by a board

resolution. As per the terms of the LOC, the LOC Provider (ONGC) shall ensure that the Issuer (OPaL) meets its obligations

on the rated debt in a timely manner. The LOC shall be irrevocable and unconditional and valid for the entire duration of

the rated debt.

Put Option and Undertaking from ONGC – The Compulsorily Convertible Debentures (CCDs) are backed by the

unconditional and irrevocable put option from ONGC for buying the CCDs from the investors, and also an undertaking

from ONGC for meeting the coupon payment on the instrument. The CCDs have a revised scheduled tenor of upto 54

months from the deemed date of allotment. The coupon amount on the CCDs are payable on a semi-annual basis. The

Option Agreement signed by ONGC covers all of the issuer obligations that may arise on the rated CCDs. The payment

mechanism is designed to ensure timely payment to the CCD investors, as per the terms of the transaction.

3

Credit weaknesses

Sizeable debt levels due to increase in project cost with delays in commissioning; healthy ramp up of operations

remains critical – The project had witnessed sizeable delays in commissioning which resulted in an increase in the overall

project cost that has been largely debt-funded. In addition, the company has incurred sizeable cash losses post-

commissioning due to sub-par utilisation levels which further increased the funding requirements. The company’s overall

borrowing levels thus remain high. The company’s ability to ramp up its operations to achieve optimum utilisation levels,

going forward, would remain important so as to achieve meaningful return and debt coverage indicators.

Vulnerability of profitability to cyclicality inherent in the petrochemical business, import duty levels and exchange

fluctuations – The profitability of the company would remain vulnerable to cyclicality inherent in the petrochemical

business, import duty levels and exchange fluctuations.

Liquidity Position: OPaL’s cash flows have been negative in the initial years of operations as its plant is still ramping up operations. The high

interest burden has further dampened the retained cash flows. Nonetheless, OPaL’s liquidity is expected to improve as

its plant achieves optimum utilisation and the profitability improves on account of various cost initiatives being

undertaken by the company. In addition, OPaL enjoys high financial flexibility arising from its strong parentage due to

which it is able to access the debt markets and raise funds at competitive rates. The replacement of large portion of its

short-term borrowings with long-term funds in recent quarters reduces refinancing risks for the company.

ONGC’s liquidity position remains comfortable, aided by its large cash generation and control over receivables. The

company deals with creditworthy buyers, mainly public-sector oil companies, and its sales receipt, therefore, has been in

accordance with the credit period granted to these entities. On the inventory front, ONGC maintains a large stock of

stores and spares as it deals with a number of heavy equipment such as rigs, support vessels, engines, and cementing

units. As these are critical equipment, maintaining adequate stocks is a must for interruption-free operations. ONGC’s

liquidity position is further supported by large project-related creditors. ICRA expects the ONGC group’s reliance on

external debt to be moderate, even in a scenario of softening oil prices, despite its large capex plans.

Analytical approach:

Analytical Approach Comments

Applicable Rating Methodologies Corporate Credit Rating Methodology Approach for rating debt instruments backed by third-party explicit support

Parent/Group Support

Parent Company: Oil and Natural Gas Corporation Limited (ONGC) We expect OPaL’s sponsor, ONGC ([ICRA]A1+), to be willing to extend financial support to OPaL, should there be a need, given the high strategic importance that OPaL holds for ONGC for meeting its diversification objectives. Both OPaL and ONGC also share a common name, which in ICRA’s opinion would persuade ONGC to provide financial support to OPaL to protect its reputation from the consequences of a group entity’s distress. The rating for the Rs. 3,000 crore structured NCD programme and Rs 6,500 crore rupee term loans is based on Letter of Comfort extended by ONGC. The rating for the CCDs is based on unconditional, irrevocable guarantee from ONGC for buying the CCDs from the investors, and also an undertaking from ONGC for meeting the coupon payment on the instrument.

Consolidation / Standalone The ratings are based on the standalone financial profile of the company.

https://www.icra.in/Rating/ShowMethodologyReport/?id=464&Title=Corporate%20Credit%20Rating%20Methodology&Report=Corporate%20Credit%20Rating,%20Methodology,%20Mar%202017.pdf

https://www.icra.in/Rating/ShowMethodologyReport/?id=567

4

About the company ONGC Petro additions Limited (OPaL) is a Joint Venture promoted by Oil and Natural Gas Corporation Limited (ONGC) and GAIL (India) Limited (GAIL) and co-promoted by Gujarat State Petroleum Corporation Ltd. (GSPC). OPaL has setup a 1.1 MMTPA (million metric tonnes per annum) greenfield petrochemicals complex at Dahej SEZ in Gujarat. The project design has been prepared by Foster Wheeler Energy Limited. Engineers India Limited is the single point Project Management Consultant. The project uses ethane (C2), propane (C3), butane (C4), aromatic rich naphtha (ARN) and low aromatic naphtha (LAN) as feedstock to produce basic downstream petrochemical products, viz. HDPE, LLDPE, Polypropylene, Butadiene, PyGas, CBFS, Benzene etc. The project was estimated to be commissioned by June 2015 at a cost of Rs. 27,011 crore funded in debt to equity ratio of 58:42. The project, however, faced delays and it became operational from January 2017.

Key Financial Indicators – Standalone (Audited)

FY2017 FY2018

Operating Income (Rs. crore) 109 5,592

PAT (Rs. crore) -882 -2,220

OPBDIT/ OI (%) -78.9% 6.4%

RoCE (%) -12.6% -3.1%

Total Debt/ TNW (times) 9.1 46.0

Total Debt/ OPBDIT (times) -74.4 79.3

Interest coverage (times) -0.1 0.2

About Oil and Natural Gas Corporation Limited ONGC is a premier integrated oil and gas company in India, accounting for 62% of the country’s crude oil production and 72% of its natural gas production in FY2018. It is also a significant producer of value-added products such as liquefied petroleum gas (LPG), superior kerosene oil (SKO), and naphtha. GoI is the majority shareholder in ONGC, with a 67.72% equity stake as of now. ONGC set up OVL in 1965 as its fully-owned overseas E&P arm. But given the focus on domestic E&P at that time, OVL remained more or less dormant for nearly three-and-half decades. However, this changed since the early 2000s with the issue of acquiring energy security assuming critical importance for the country. Today, OVL has equity stake in 41 projects spread across 20 countries, of which fifteen are producing properties. ONGC also has 71.63% equity stake in Mangalore Refinery and Petrochemicals Limited (MRPL), a standalone refinery with an installed capacity of 15 million metric tonnes per annum (MMTPA) and 51.11% stake in Hindustan Petroleum Corporation Limited (HPCL), which operates two refineries with a total capacity of 15.8 MMTPA. Besides, ONGC is also a co-promoter of a number of companies. For detailed rating rationale on Oil and Natural Gas Corporation Limited, click here.

https://www.icra.in/Rationale/ShowRationaleReport/?Id=71018

5

Key financial indicators - ONGC (Consolidated; Audited)

FY2017 FY2018

Operating Income (Rs. crore) 125,784 322,706 PAT (Rs. crore) 21,478 26,068 OPBDIT/ OI (%) 37.5% 17.6% RoCE (%) 14.0% 14.7% Total Debt/ TNW (times) 0.26 0.5 Total Debt/ OPBDIT (times) 1.2 1.9 Interest coverage (times) 16.0 11.3

Status of non-cooperation with previous CRA: Not applicable

Any other information: None

6

Rating history for last three years:

Instrument

Current Rating (FY2020) Chronology of Rating History for the past 3 years

Type

Amount Rated (Rs. crore)

Amount Outstanding (Rs Crore)

Date & Rating Date & Rating in FY2019 Date & Rating in FY2018

Date & Rating in FY2017

Jun 2019 Mar 2019 Jan 2019 Dec 2018 Jul 2018 Sep 2017 May 2017 Aug 2016

1 Non-convertible debenture

Long term

335 335 [ICRA]AAA(S) (Stable)

[ICRA]AAA(S) (Stable)



Provisional [ICRA]AAA(S) (Stable)

-- -- --


Long term

485 485 [ICRA]AAA(S) (Stable)






Long term

2,180 Nil Provisional [ICRA]AAA(S) (Stable)





-- -- --

4 Compulsorily convertible debenture 1

Long term

5,615 5,615 [ICRA]AAA(SO) (Stable)

[ICRA]AAA(SO) (Stable)







5 Compulsorily convertible debenture 2

Long term

1,671 1,671 [ICRA]AAA(SO) (Stable)






Provisional [ICRA]AAA(SO) (Stable)

--

6 Commercial Paper

Short term

500 [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ -- -- -- --

7 Term Loan Long term

11,633.22

11,633.22 [ICRA]AA (Stable)

[ICRA]AA (Stable)

[ICRA]AA (Stable)

-- -- -- --

8 Term Loan Long term

6,500 6,500 [ICRA]AAA(S) (Stable)



-- -- -- --

9 ECB Long term

US$155.2 million

US$155.2 million

[ICRA]AA (Stable)

[ICRA]AA (Stable)

[ICRA]AA (Stable)

-- -- -- --

10 Fund Based Limits – CC /

Long term /

1,558 [ICRA]AA (Stable) /

[ICRA]AA (Stable) /

[ICRA]AA (Stable) /

-- -- -- --

7

WCDL Short term

[ICRA]A1+ [ICRA]A1+ [ICRA]A1+

11 Non-Fund Based Limits – LC/ BG

Short term

2,203 [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ -- -- -- --

Complexity level of the rated instrument:

ICRA has classified various instruments based on their complexity as "Simple", "Complex" and "Highly Complex". The classification of instruments according

to their complexity levels is available on the website www.icra.in

https://www.icra.in/Rating/ShowRatingPolicyReport/?id=1&type=new

8

Annexure-1: Instrument Details

ISIN No Instrument Name

Date of Issuance / Sanction

Coupon Rate

Maturity Date

Amount Rated (Rs. crore)

Current Rating and Outlook

INE163N08065 Non-convertible debenture

December 2018

8.60% March 2022 335 [ICRA]AAA(S) (Stable)

INE163N08073 Non-convertible debenture

March 2019 8.85% April 2022 485 [ICRA]AAA(S) (Stable)

-- Non-convertible debenture

Yet to be placed

-- -- 2,180 Provisional [ICRA]AAA(S) (Stable)

INE163N08081* Compulsorily convertible debenture 1

July 2016 8.60% NA 5,615 [ICRA]AAA(SO) (Stable)

INE163N08040 Compulsorily convertible debenture 2

May 2017 7.6829% NA 1,671 [ICRA]AAA(SO) (Stable)

Commercial Paper

Short term -- -- 7-365 days 500 [ICRA]A1+

Term Loan – 1 Long term FY2013 NA FY2027 9,403.54 [ICRA]AA (Stable)

Term Loan – 2 Long term FY2016 NA FY2029 2,229.68 [ICRA]AA (Stable)

Term Loan – 3 Long term FY2019 NA FY2031 4,500 [ICRA]AAA(S) (Stable)

Term Loan – 4 Long term FY2019 NA FY2022 2,000 [ICRA]AAA(S) (Stable)

ECB – 1 Long term FY2014 NA FY2020 US$26.0 million

[ICRA]AA (Stable)

ECB – 2 Long term FY2014 NA FY2023 US$129.2 million

[ICRA]AA (Stable)

Fund Based Limits

Long term / Short term

NA NA NA 1,558 [ICRA]AA (Stable) / [ICRA]A1+

Non-Fund Based Limits-LC/BG

Short term NA NA NA 703 [ICRA]A1+

Non-Fund Based Limits-BG

Short term NA NA NA 1,500 [ICRA]A1+

* replaces ISINs INE163N08016, INE163N08024 and INE163N08032 after the terms of the CCDs were modified

9

ANALYST CONTACTS

Mr. K Ravichandran +91 44 4596 4301 [email protected]

Mr. Abhishek Dafria +91 22 6169 3344 [email protected]

Mr. Gaurav Mashalkar +91 22 6114 4321 [email protected]

Mr. Vibhor Mittal +91 22 6114 3440 [email protected]

Mr. Ankit Patel +91 79 4027 1509 [email protected]

RELATIONSHIP CONTACT

L Shivakumar +91 22 6114 3406 [email protected]

MEDIA AND PUBLIC RELATIONS CONTACT

Ms. Naznin Prodhani Tel: +91 124 4545 860 [email protected]

Helpline for business queries:

+91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm)

[email protected]

About ICRA Limited:

ICRA Limited was set up in 1991 by leading financial/investment institutions, commercial banks and financial services

companies as an independent and professional investment Information and Credit Rating Agency.

Today, ICRA and its subsidiaries together form the ICRA Group of Companies (Group ICRA). ICRA is a Public Limited

Company, with its shares listed on the Bombay Stock Exchange and the National Stock Exchange. The international Credit

Rating Agency Moody’s Investors Service is ICRA’s largest shareholder.

For more information, visit www.icra.in


http://www.icra.in/

10

ICRA Limited

Corporate Office Building No. 8, 2nd Floor, Tower A; DLF Cyber City, Phase II; Gurgaon 122 002 Tel: +91 124 4545300 Email: [email protected] Website: www.icra.in

Registered Office 1105, Kailash Building, 11th Floor; 26 Kasturba Gandhi Marg; New Delhi 110001 Tel: +91 11 23357940-50

Branches

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Pune + (91 20) 2556 0194/ 6606 9999

© Copyright, 2019 ICRA Limited. All Rights Reserved. Contents may be used freely with due acknowledgement to ICRA.

ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of

surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer

concerned to timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA

office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to

be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it.

While reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any

kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such

information. Also, ICRA or any of its group companies may have provided services other than rating to the issuer rated. All information contained

herein must be construed solely as statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication

or its contents


Corporate Office: Apee jay House, 6th Floor. 3 Dinshaw Wachha Road, Churchgate, Mumh.1i · 400 020 Tel : 022-4302 5555 Fax : 022-2204 0465 Ema il : [email protected]

No. 0088/2018-2019/CL - 2214 Date: 29th June, 2018.

ONGC Petro Additions Ltd. Plot No. Z-1, Z-83, Dahej SEZ, Taluka Vagra, Dist : Bharuch, Gujarat P.O. Bharuch - 392130

0

Attn: Mr. Hemant Jain - Manager

SBICAP Trustee Company Ltd.

Proposed Private placement by ONGC Petro Additions Ltd (the "Company") of Debentures (the "Debentures") aggregating to Rs. 3,000 Crores (the "Issue").

We the undernamed, hereby give our consent to act as Debenture Trustee for the proposed captioned private placement of debentures and to include our name as Debenture Trustee in the Schedule I as per the Securities and Exchange Board of India guidelines.

We hereby authorise you to deliver this letter of consent to the stock exchange(s) or any other regulatory authority as may be required by law.

The following details with respect to us may be disclosed:

Name Address

Telephone No. Fax No. E-mail Website Contact Person

: SBICAP Trustee Company Limited : Apeejay House, 6th floor 3, Dinshaw Wachha Road, Churchgate, Mumbai 400 020.

: 022-43025555 : 022- 22040465 : [email protected] : www.sbicaptrustee.com : Mr. Ajit Joshi (Company Secretary & Compliance Officer) TelNo.022-43025503

SEBI Registration No.: IND000000536

We confirm that we are registered with SEBI and that such registration is valid for permanent.

Yours faithfully,

_p~d .. Authorised Signatory

Registered Office: 202, Maker Tower E, Cuffe Parade, Mumbai 400 005. Websi te : www.sbicaptrustee.com Corporate Identity Number: U65991 MH2005YLC1SH3&,-

A wholly ow11ed S11/Jsidiary of SHI Capital Markets Ltd.

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DCS/COMP/M/IP-PPDl/514/19-20 September 24, 2019

The Company Secretary ONGC Petro additions Limited 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat

Dear Sir,

EXPERIENCE THE NEW

Re: Private Placement of Unsecured, Listed, Redeemable, Rated, Taxable, Non-Convertible Debentures of face value of Rs.10.00 lakh each ("Debentures") for cash at par under Series Ill with issue size of Rs.210 Crores and Greenshoe option of Rs.290 Crores, aggregating to total issue size of Rs.500 Crores.

Kindly note that, In-principle approval provided vide our letter DCS/COMP/M/IP-PPDl/512/19-20 dated 23/09/2019 stands cancelled.

We acknowledge receipt of your application on the online portal on September 23, 2019 seeking Inprinciple approval for issue of captioned security. In this regard, the Exchange is pleased to grant inprinciple approval for listing subject to fulfilling the following conditions:

1. Filing of listing application.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or any statutory authorities, documentary requirements from time to time

This In Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange reserves its right to withdraw its in-principle approval at any later stage if the information submitted to the Exchange is found to be incomplete/ incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to payment of all applicable charges levied by the Exchange for usage of any system, software or similar such facilities provided by BSE which the Company shall avail to process the application of securities for which approval is given vide this letter.

Yours faithfully, For BSE Limited

(a?fc15l· Bhushan Mokashi Addi. Gen. Manager

S&P 3SE --~--SENSEX

BSE Limited (Formerly Bombay Stock Exchange Ltd.) Registered Office : Floor 25, P J Towers, Dalal Street, Mumbai 400 00 T: +91 22 2272 1234/33 I E: [email protected]_m_ l Corporate Identity Number: L67120MH2005f

Akshay Arolkar Asst. Manager

ONGC Petro additions Limited SECRETARIAT

41h Floor, 35, Nutan Bharat Co-operative Housing Society Limited R.C. Dutt Rodd, Alkapuri, Vadodara - 390007

Phone: 0265 - 6192600, Fax No: 0265 - 6192666 CIN: U23209GJ2006PLC060282, Website: www.opalindia.in, Email: [email protected]

CERTIFIED TRUE COPY OF THE RESOLUTION OF 80th BOARD MEETING OF ONGC PETRO ADDITIONS LIMITED HELD ON 10TH MAY, 2019 AT NEW DELHI

80.21 To consider and approve extension of timelines for debt strategy program for raising fund through different types of cost effective instruments i.e. Non-Convertible Debentures for an aggregate amount up to Rs. 2180 Crore

"RESOLVED THAT pursuant to provisions of Section 42, Section 71 and Section 179 and all other applicable provisions of the Companies Act, 2013, as amended, the rules thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended from time to time), the Memorandum and Articles of Association of the Company, provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as applicable, and subject to such approvals, consents, sanctions, permissions as may be necessary from the shareholders, and all other appropriate statutory and regulatory authorities in this regards, (including any statutory modification(s) or reenactment thereof), consent of the Board be and is hereby given to offer, issue and allot through Board/Share Allotment Committee/ Authorized Officers, unsecured Non-Convertible Debeniures · ("the debentures")/Bonds aggregating to Rs. 2, 180 Crore on a private placement basis with backstopping for principal repayment on, and coupon servicing of, the debentures in the form of Letter of Comfort from ONGC, in one or more tranches for a tenor which may be determined at the time of issuance, (the "Issue") during Financial Year 2019-20 for replacing STL and/or meeting LTL/ECB repayments subject to Shareholders approval.

RESOLVED FURTHER THAT without prejudice to the generality of the foregoing, Chief Finance Officer and Managing Director/President (hereinafter referred to as II Authorized Officers") be and are hereby jointly authorized on behalf of the Company to take the following steps in this regard:

1. Decide upon the terms and conditions and number of the Debentures/Bonds to be issued, the timing, nature, type, listed or unlisted, pricing and such other terms and conditions of the issue including coupon rate, · minimum subscription, if any, etc., to negotiate, to approve, execute, register and deliver all the disclosure documents and the private placement offer letter including any corrigendum, amendments, supplements thereto and to allot the /..-~ Debentures and approve all other matters relating to the/ '/: 2-_:~'10_, issue and allotment; ·f ... r f:·~·"·:.3 UI ! , t ··.;j· r

• i'J! . -· "' ~;t;..j~J ~ 1 ~·"vi?)~

2. Appoint and decide the remuneration of such intermediaries including but not limited to Credit Rating Agencies, Registrar & Transfer Agent ("RTA"), Legal Advisor, Arrangers, Debenture Trustee etc. on such terms and conditions including the fees payable for the purpose of the issue;

3. Open a new bank account, demat accounts, escrow account with banks, institutions or agencies and authorize officials of the Company to operate the same, incloding transfer of funds to any other account of the Company as per the terms of the issue of the Debentures;

4. Sign and submit all necessary papers and take all necessary steps in this regard including the payment of applicable stamp duty on documents, submission of necessary forms with relevant Registrar of Companies (RoC) and registration of Debenture Trust Deed (OTO) or any other instrument creating any mortgage and/or charge with the relevant subregistrar of assurances;

5. Finalization of and filling the disclosure document and the private placement offer letter with relevant stock exchanges {in case of listed issuance), the Registrar of Companies and SEBI in accordance with the applicable laws · and regulations;

6. In case of issuance of listed Debentures, seek the listing of the Debentures on the Stock Exchanges in India, submitting the listing application to the stock exchanges and taking all actions that may be necessary in connection with obtaining such listing;

7. Admission of the securities on the depository system;

8. Determine the date of opening and closing of the debenture issue and the period for which the aforesaid issue will remain open;

9. Seeking approvals, consents, waiver from the Company's lenders, and/or parties with whom the Company has entered into various commercial and other agreements, and/or any or all concerned Government and regulatory authorities in India, and/ or any other approvals, consents or waivers that may be required in connection with the issue, offer and allotment of the Debentures/Bonds;

10. Acceptance and appropriation of the proceeds of the issue;

11. In case of secured issuance, finalize the details of securities to be provided and matters incidental or connected therewith, and incur any expenditure in relation to th · · .

creation of such security.; (~<>1, ~;:qot ,, •. , .:, 4.. '

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12. Create and register charges and execute such other documents as may be required in connection with security creation for the issue and to modify the securities provided/ charges created in connection with the issue, as may be required from time to time;

13. To do all such acts,. deeds and things, and to comply with all formalities as may be required in connection with and incidental to the aforesaid issue as may be deemed fit.

RESOLVED FURTHER THAT Authorized Officers, be and are hereby jointly authorized on behalf of the Company to execute and modify the Term Sheet, Debenture Trustee Agreement, Debenture Trust Deed and necessary documents, agreements, deeds, general undertaking/ indemnity, affidavits declarations, certificates etc. required in connection with the issue and to do all such acts, deeds and things as may be considered necessary for creation of charge for the holders of the Debentures that may be issued by the Company.

RESOLVED FURTHER THAT the Authorized Officers be and are hereby jointly authorized to sign and execute application(s), various agreements including but not limited to Deed of Mortgage, Deed of Hypothecation, Debenture Trust Deed, Debenture Trustee Agreement, other documents for creation of charge, engagement letter(s), Memorandum of Understanding, the Listing Agreement(s), the registrar's agreement and memorandum of understanding, the depositories' agreement, escrow agreement, Memorandum of Understanding with the arranger (and other entities as appropriate, including the bankers to the Issue, registrar to the Issue, accountants, auditors, legal counsel, Debenture Trustee, advertising agencies, and all such persons or agencies as may be involved in or concerned with the Issue, if any) ..

RESOLVED FURTHER THAT the Authorized Officers be and are hereby jointly authorized to deal with the appropriate regulatory authorities in connection with the Debenture Issue including but not limited to SEBI, Registrar of Companies, Reserve Bank of India, Ministry of Corporate Affairs, Company Law Board, the relevant stock exchange, National Securities Depository Limited ("NSDL"), Central Depository Services (India) Limited ("CDSL").

RESOLVED FURTHER THAT the Company do seek admission of the Company's Non-Convertible Debentures to be issued on private placement to the depository system of NSDL and/or CDSL to enable the debenture holders of the Company to hold the debenture certificates in dematerialized form.

RESOLVED FURTHER THAT the Company do execute the Tripartite Agreement with the RTA, NSDL and/or CDSL for admission of its securities to the said Depository.

3

RESOLVED FURTHER THAT Company Secretary be and is hereby authorized to do an such acts, deeds and things as may be required under the Companies Act, 2013 in connection with the facility and also file necessary e-form(s) with the Ministry of Corporate Affairs (MCA) including but not limited to authorize to finalize the date of allotment and allotment of instrument, maintenance of register of holders of the instrument as may be applicable or required.

RESOLVED FURTHER THAT pursuant to Article 103 of the Articles of Association, the Common Seal of the Company be affixed, if required, on such documents, agreements, papers and undertakings etc. as may be required to avail the aforesaid facility in the presence of any two Directors of the Company and Company Secretary and countersigned by CFO of the Company." ·

CERTIFIED TRUE COPY

For ONGC Petro additions Limited .

~1 Company Secretary

-·- - ......

4

ONGC Petro additions limited SECRETARIAT

41h Floor, 35, Nutan Bharat Co-operative Housing Society Limited. R.C. Dutt Road. Alkapuri, Vadodara - 390007

Phone: 0265 -6192600, Fax No: 0265 -6192666 CIN: U23209GJ2006PLC060282, Website: www.opalindia.in, email: [email protected]

CERTIFIED TRUE COPY OF THE SPEICIAL RESOLUTION PASSED BY THE SHAREHOLDERS IN THE 131H EXTRAORDINARY GENERAL MEETING OF ONGC PETRO ADDITIONS LIMITED HELD ON 12lH AUGUST, 2019 AT NEW DELHI

13.02 To consider and approve issue and allotment of Non;.Convertible Debentures {NCDs) on Private Placement basis upto Rs. 2, 180 crore

"RESOLVED THAT pursuant to the provisions of Sections 23, 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 ('Act') read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, Including any amendment; modification or variation thereof for the time being in force, and subject to all other applicable regulations(s), rules (s), notifications (s), circulars and guidelines prescribed by the Securmes and Exchange Board of India ('SEBI'), as amended, including the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended, the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and subject to the applicable regulations, rules, notifications, circulars and guidelines prescribed by the Reserve Bank of India ('RBI'), the Memorandum of Association and the Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be required from the Government of India, SEBI, RBI, the Stock Exchanges or any regulatory or statutory authority as may be required (the 'Appropriate Authority') and subject to such conditions and/or modifications as may be prescribed or imposed by the Appropriate Authority while granting such approvals, consents, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board' which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board to exercise its powers Including the powers conferred by this Resolution), subject to the total borrowings of the Company not exceeding the borrowing powers approved by the Members from time to time under Section 180(1)(c) of the Act, the consent of the Members of the Company be. and is hereby accorded to the Board and the Board be and is hereby authorised to create, offer, invite for subscription, issue and allot, from time to time, in one or more tranches and/or. series, whether secured or unsecured, cumulative or non-cumulative, listed or unlisted, redeemable Non-Convertible Debentures (NCDs) Including but not limited to bonds and/or other debt securities, denominated in Indian rupees or any foreign currency, aggregating to an amount not exceeding Rs.2, 180 Crore or its equivalent iri one or more currencies, at par or at premium or at a discount, either at issue or at redemption, on a private placement basis, during the period of one year from the date of this Extraordinary General Meeting or such other period as may be permitted under the Act and . other applicable laws, as the Board in its absolute discretion. deems fit and on such terms and conditions as may be decided by the Board. - · ---

1

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, th~ Board be and is hereby authorised on behalf of the Company to determine the terms of issue including the class of investors to whom the NCDs are to be issued, time, the number of NCDs, tranches, issue price, tenor, interest rate, premium/discount, listing (in India or overseas) and to do an such acts, deeds, matters and things and deal with all such matters and take all such steps as may be necessary and to sign and execute any deeds/documents/ undertakings/agreements/papers/writings, as may be required in this regard and to resolve and settle all questions and difficulties that may arise at any stage from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred by above Resolutions to any Director or to any Committee of Directors or any other executive(s)/officer(s) of the Company or any other person as the Board at its discretion deem appropriate to do all such acts, deeds, matters and things as also to execute such documents, writing, etc. as may be necessary to give effect to the aforesaid Resolutions."

Certified True Copy

For ONGC Petro additions Limited

~1 Company Secretary

2

Addressed to: ___________________________________________________________________________________________________________________________ Application Form No:______ ONGC Petro additions Limited (OPaL) (A Joint Venture of ONGC & GAIL) Address: 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Tele No : 0265-6192600 Fax No : 0265-6192666 Email: [email protected] Website : www.opalindia.in CIN: U23209GJ2006PLC060282

For Office Use Only Date of Receipt of Application

/ / 1 9 Date of Clearance of Funds

/ / 1 9

APPLICATION FORM FOR _____________________________________________

Dear Sirs,

Sub. : Issue of Unsecured,Rated, Listed, Redeemable Non-Convertible Debentures, on private placement basis, of face value of Rs. 10.00 lakh each (“debentures”) for cash at par under Series III with issue size of Rs. 210 crores and Greenshoe Option of Rs. 290 crores, aggregaing to total issue size of Rs. 500 crores

Having read, understood and agreed to the contents and terms and conditions of Private Placement Offer Letter and Information Memorandum dated ___ September 2019, we hereby offer to invest in the above Debentures on Private Placement basis as per the terms and conditions agreed and accordingly apply for the number of Debentures as given below. The amount payable on application as shown below is remitted herewith.

INVESTMENT DETAILS: (PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)

BOND APPLIED FOR SERIES: Series III Face Value/ Issue Price Rs 10,00,000/- Per Bond

Minimum Application The minimum application size for the Issue shall be 10 (Ten Debenture) and in multiples of 10 (Ten) thereafter.

Amount payable per Bonds(i) Rs 10,00,000/- Per Bond No. of Bonds Applied For (ii) Total Amount Payable (Rs.) (in fig) (i) x (ii)

Total Amount Payable (in words) Mode of Payment (RTGS/ NEFT/Electronic Transfer - ET)

UTR / NEFT / ET number APPLICANT’S DETAILS:

SOLE/FIRST APPLICANT’S NAME IN FULL SIGNATORY/AUTHORISED SIGNATORY*

SECOND APPLICANT’S NAME

THIRD APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient)

PIN CODE TEL FAX E-MAIL:

SOLE/ FIRST APPLICANT CATEGORY (Tick one)* Scheduled Commercial Bank Co-operative Bank Public Financial Institution Mutual Fund Insurance Company Company/ Body Corporate Primary/ State/ District/ Central Co-operative Bank Provident/ Pension /Gratuity/Superannuation Fund Regional Rural Bank Others (please specify)


INVESTOR TYPE (tick whichever is applicable)*

Qualified Institutional Buyers (“QIBs”) Non-Qualified Institutional Buyers (“Non-QIBs”) SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions)* INCOME TAX DETAILS (Ref. Instructions)*

Bank Name Particulars Sole/ First Applicant

Second Applicant

Third Applicant

Branch P.A,N./ G.I.R. NO. (enclosed copy)

City Account Number

I.T. Circle/ Ward/ District No.

RTGS /IFSC Code

Type of Account

Savings Current Others

I / We undertake that the remittance of application money against our subscription in the issue as per application form has been remitted from a Bank Account in my/ our own name.

TAX DEDUCTION STATUS (Please tick one)* Fully exempt (Please furnish exemption certificate) Tax to be deducted at source

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION NAME OF THE AUTHORISED SIGNATORY(IES) DESIGNATION SIGNATURE 1. 1.

2. 2.

3. 3.

4. 4.

DETAILS FOR ISSUE OF BONDS IN ELECTRONIC/ DEMATERIALISED FORM* APPLICANT’S SIGNATURE(S)

Depository Name (please tick) NSDL CDSL SOLE/ FIRST APPLICANT

Depository Participant Name DP-ID Number Client-ID SECOND APPLICANT Beneficiary Account Number

Name of the Applicant THIRD APPLICANT

*-----------*-----------*-------------*------------*-----------*-----------(Tear Here)-----------*-------------*-------------*-----------*-----------*

ONGC Petro additions Limited (OPaL) (A Joint Venture of ONGC & GAIL) Address: 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Tele No : 0265-6192600 Fax No : 0265-6192666 Email: [email protected] Website : www.opalindia.in CIN: U23209GJ2006PLC060282

Received from M/s……………………………………………………………………………………..…………………………………………………………..Address………………………………………….…………………………………………………………..………………………………………………………………………………………………………….City……………………….……..Pin………………….

ACKNOWLEDGEMENT SLIP


I N S T R U C T I O N S

1. Application forms must be completed and full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name:

A B C D W X Y Z

2. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate / Notary Public under his/her official seal.

3. The remittance of application money to be made through Electronic transfer of funds through RTGS mechanism for credit as per details given hereunder:

4. All investors have to do funds pay-in to the bank accounts of the Indian Clearing Corporation Limited held with ICICI Bank:

Bank Name ICICI Bank

Beneficiary Name INDIAN CLEARING CORPORATION LTD.

Account Number ICCLEB

IFSC Code ICIC0000106

Mode NEFT/ RTGS

5. As per the Rule 14 ( 1) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014, the payment to be made for subscription to

securities shall be made from the bank account of the applicant subscribing to such securities and ONGC Petro additions Ltd. (The “Issuer”) shall keep the record of the Bank account from where such payments for subscriptions have been received. If the securities are to be held jointly, the payment is to be made from the account in the name of applicant whose name appears first in the application form.

6. Cash, Stock Invest, outstation cheques, money orders, postal orders etc. will NOT be accepted.

7. Receipt of application will be acknowledged by Bankers stamping the “Acknowledgement Slip” appearing below the Application Form. No separate receipt will be issued.

8. The PAN / GIR No. and IT Circle / Ward / District of the Sole / First Applicant and all Joint Applicants(s) should be mentioned in the Application Form. In case neither the PAN nor GIR Number has been allotted, the fact of non - allotment should be mentioned in the space provided and Form 60 should be submitted duly signed. In absence of PAN no. it may be noted that TDS will be deducted at a higher rate if applicable.

9. The application would be accepted as per the terms of the scheme outlined in the Private Placement Offer Letter/Disclosure Document dated ____ September 2019

10. All communications will be addressed to the applicant whose name appears first in the application form.

11. Those desirous of claiming tax exemptions on interest on application money are compulsorily required to submit a certificate issued by the Income Tax Officer/relevant declaration forms (as per Income Tax Act, 1961) along with the Application Form. In case the above documents are not enclosed with the application form. TDS will be deducted on interest on application money. For subsequent interest payments, such certificates have to be submitted periodically.

12. Applicant should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the appropriate place in the Application Form. The Issuer will take necessary steps to credit the Depository Account of the allottee(s) with the number of Bonds allotted.

13. Please give the Complete Bank details like Bank Account Number, IFSC Code, Name of the Bank and Branch and Branch Code in the Column of Bank details.

14. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss / misplacement, applicants are requested to mention the full particulars of their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the sole / first applicant’s account. Cheque(s) will be issued as per the details in the register of Debenture holders at the risk of the sole / first applicant at the address registered with Issuer

15. The applications would be scrutinized and accepted as per the provisions of the terms and conditions of the Private Placement, and as prescribed under the other applicable statues / guidelines etc. Issuer is entitled, at its sole and absolute discretion, to accept or reject any application, in part or in full, without assigning any reason whatsoever. An application form, which is not complete in any respect, is liable to be rejected.

16. In the case of applications made under Power of Attorney or by limited companies, corporate bodies, registered societies, trusts etc., following documents (attested by Company Secretary/ directors) must be lodged along with the application or sent directly to ONGC Petro additions Ltd. along with a copy of the Application Form.

1. Certificate of incorporation and Memorandum & Articles of Association 2. Resolution of the Board of Directors/trustees and identification of those who have authority to operate 3. Certified True Copy of Power of attorney granted to transact business on its behalf. 4. Form 15AA for investors seeking exemption for Tax deduction at source from interest on the application money. 5. Any officially valid document to identify the trustees, settlers, beneficiaries and those holding Power of Attorney 6. Resolution of the managing body of the foundation/association 7. Certificate of registration 8. Documentary evidence of the Demat details and DP ID to be submitted by the investor along with application form. 9. The applicants are requested to clearly indicate the DP ID and Client ID details. In case these details are not filled up correctly, the investor

shall have to bear the charges levied by NSDL for getting the credit Corporate Action conducted again. 10. Copy of PAN card 11. Any other document as may be required to fulfill KYC Requirement.

***********************************************************************************************************************

ONGC Petro additions Limited Balance Sheet • (All amounts are in Rs. millions unless otherwise stated)

SI.No. Particulars Note No Asat As at As at March 31,2019 March 31, 2018 April I, 2017

(Restated) (Restated) ASSETS

(I) Non-current assets

(a) Property, plant and equipment 4 2,36,896.01 2,45,358.31 2,24,017.15 (b) Capital work- in- progress 5 20,031.54 18,014.72 47324.23 (c) Intangible assets 6 163.82 96.90 114.59 ( d) Intangible assets under development 7 3.67 67.36 24.66 (e) Financial assets

(i) Loims 8 325.93 318.13 303.70 (t) Non current tax assets 9 28.75 23.81 16.42 (g) Other non-current assets 10 7,965.79 8,327.56 8,302.94 (h) Deferred Tax Asset 11 18,601.81 11,081.19 4,512.44

Total non-current assets 284,017.32 2.83,287.98 2,84 616.13

(II) Current assets

(a) Inventories 12 15,787.87 17,892.55 9.555.38 (b) Financial assets

(i) Trade receivables 13 1.740.81 1.309.59 341.62 (ii) Cash and cash equivalents 14 154.50 113.79 52.43 (iii) Bank balances other than (ii) above 15 - 15.36 19.05

(c) Other current assets 10 2.783 17 2,123.20 2,380 16 Total current assets 20 466.35 21,454.49 12,348.64 .... '~" 1~wiit: I I 1.,~---EQUITY AND LIABILITIES

(I) Equity (a) Equity share capital 16 20,219.30 20,219.30 20,219.30

(b) Other equity

(i)Equity component of compound financial 17 65,550.31 65,550.31 47,164.04 instrument

(ii) Reserve & surplus 17 (19,001.55) (11,006.20) 8,243.56

Total equity 66,768.06 74,763.41 75626.90

Liabilities (II) Non-current liabilities

(a) Financial liabilities

(i) Borrowings 18 1,79.240.87 1,22,795.30 l,29,577.35

(b) Employee Benefit Obligations 20 4.15 6.92 78.92

Total non-current liabilities I 79 245.02 1,22 .802.22 1,29 656.27

(Ill) Current liabilities

(a) Financial liabilities

(i) Borrowings 18 26,887.76 77.222.69 68,028.64

(ii) Trade payable

- total outstanding dues of micro and small 21 15.74 30.32 23.40 enterprises - total outstanding dues other then above 21 9,517.25 8,574.65 4,160.87

( iii) Other financial liabilities 19 21,25138 20,825.98 18,258.91

(b) Contract liabilities 198.47 236.78 1,033.78

(c) Employee Benefit Obligations 20 155.55 124.44 2.83

( d) Other current I iabilities 22 444.44 161.98 173.17

Total current liabilities 58470.59 I 07,176.84 91,681.60 (IV) Total liabilities (II+III) 2 37 715.61 229,979.06 2 21 337.87

••p a.> l•U' I 111111r1.1.._• I•- • I 1.J..1.1

See accompimviug notes to the fina11rial statements 1 - 42

l :,d ~ Mh:lf of<b~ ~ •L Boom

Q. ~~ (Ashish Parikh) Partner M.No. : 116745

FRN No. : 112832W

Place : New Delhi

Date : 10th May, 2019

(Subodh Prasad Panka.i) (Pradosh Kumar Basu) Company Secretary Chief Finance Officer

~ ~a:? Director

oj Kumar Srivastava) President

Managing Director


Statement of Profit and Loss • (All amounts are in Rs. millions unless otherwise stated)

SI.No. Particulars Note No For the year ended For the year ended March 31, 2019 March 31, 2018

(Restated)

I Revenue from operations 23 97,387.20 55,918.21 II Other income 24 466.81 154.67 III Total Income (1+11) 97,854.01 56,072.88

IV EXPENSES Cost of raw materials consumed 25 59,749.80 36,017.17 Changes in inventories of finished goods, WIP,stock in trade 26 1,952.28 (2,463.80)

Employee benefit expense 27 1,228.89 1,030.72 Finance costs 28 18,409.76 16,787.00 Depreciation and amortisation expense 29 11,987.06 11,509.33 Other expenses 30 26,249.84 17,893.46 Total expenses (IV) 1,19,577.63 80,773.88

V Profit/(Loss) before tax (III-IV) (21 723.62~ (24,701.00)

VI Tax expense: ( l) Current tax - -(2) Deferred tax 31 (7,520.62) (5.447.63'

(7 520.62) (5.447.631 VII Profit/(Loss) for the year (V-VI) (14.203.00) (19,253.37'

VIII Other Comprehensive income A (i) Items that will not be reclassified to profit or loss

(a) Remeasurement of the defined benefit plans 6.65 3.61 Total other comprehensive income 6.65 3.61

IX Total comprehensive income for the year (VIl+VIII) (14,196.35) (19.249. 76~ X Earnings per equity share (Face value of Rs. 10/ each):

(1) Basic & Diluted (in Rs.) 32 (7.02) (9.52)

See accompanying notes to the financial statements 1 - 42

For and on behalf of the OPaL Board

(Ashish Parikh) Partner VI.No. : 116745 ~. RN No. : 112832W

Place : New Delhi Date : 10th May, 2019

(Subodh Prasad Pankaj) Company Secretary

(Pradosh Kumar Basu) (Manoj Kumar Srivastava) Chief Finance Officer President

~t2.r) Director

(Avinash Verma1,/ Managing Director


Statement of Cash Flows

Particulars For the year ended !\larch 31,2019

A. CASH FLOWS FROM OPERA TING ACTIVITIES: Net Profit after tax (14,203.00) Adjustments for:

Tax expense recognised in profit or Joss (7,520.62) Depreciation and amortisation expense 11,987.06 Interest expense 18,409.76 Interest Income (1 15.49) Profit on sale of Property plant & equipment (0.15) Remeasurement of the defined benefit plans 6.65 22,767.21

Operating Profit/ (Loss) before Changes in assets and 8,564.21

liabilities Changes in assets and liabilities:

Inventories 2,104.68 Trade and other receivables (431.22) Other assets (295.58) Trade Payable and other liabilities 681.05 Provisions 28.34 2 087.27

Net cash generated by/(used in) operating activities "A" 10,651.48

B. CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for property, plant and equipment including (4,434.75)

intangible assets

Interest received 115.49 Proceeds from disposal of property, plant and equipment 0.85

Net cash (used in) investing activities "B" (4,318.41

C. CASH FLOWS FROM FINANClNG ACTIVITIES: Proceeds from Borrowings 1,69,120.00 Proceeds from equity component of convertible financial

-instrument Repayments of Borrowings (1,57,044.81) Issue of Share warrants 6,201.00 Interest paid (24,568.55)

Net cash generated by financing activities "C" (6,292.36)

Net increase/(decrease) in cash and cash equivalents (A+B+c) 40.71

Cash and cash equivalents at the beginning of the year 113.79

Cash and cash equivalents at the end of the year 154.50

Notes: I. Cash and Cash equivalent represents Bank Balances with Scheduled Bank as per Note No. 14 2. Previous years figures have been regrouped when necessary to conform to the year's classification

• For the year ended March 31,

2018 (Restated)

(19,253.37)

(5,447.63) 11,509.33 16,787.00

(33.57) (0.01)

3.61 22.818.73

3,565.36

(8,337.17) (967.97)

214.21 4,404.15

49.61 (4,637.17 (1 ,071.81

(2,163 .95)

33.57 0.15

(2,130.23)

1,57,178.40

17,265.15

( l ,48,968.53) -

(22,211.62)

3,263.40

61.36

52.43

113.79


(Ashish Parikh) Partner M.No.: 116745 FRN No. : 112832W


~-· (Subodh Prasad Pankaj)

Company Secretary

i~ ~~b,,_ (Pradosh Kumar Basu)

Chief Finance Officer

~:f:u~ Director

(Avinash Ver~ Managing Director

ONGC Petro additions Limited Balance Sheet

(All amounts are in Rs. millions unless otherwise stated) Sr.No. Particulars :'tiote No As at I As at

March 31, 2018 March 31, 2017 ASSETS

(I) Non-current assets (a) Property, plant and equipment 4 2,47,244.05 2),5,577 .57 (b) Capital work- in- progress s 18,376.46 47,662.16 (c) Intangible assets 6 96.90 114.59 (d) Intangible assets under development 7 67.36 24.66 (e) Financial .wets

(i)Loans 8 318.13 303.70 (f) Non current tax assets 9 23.81 16.42 (g) Other non-current assets 10 8,097.86 8,302.94 (h) Deferred Tax Asset 11 8,713.68 1,459.49 Total non-current assets 2.82 938.25 2.83.461.53

(II) Current assets (a) Inventories 12 (b) Financial asset.s

17,892.55 9,555.38

(i) Trade receivables 13 {ii) Cash and cash equivalents 14

1,399.59 341.62 113.79 52.43

(ill) Bank balances other than (ii} above 15 15.36 19.0S ( c) Other current assets 10 2,352.90 2380.16 Total current assets 21 68419 1234864 1Total assets (J-HI) 3,04,622.44 I 2,95,810.\7

EQUITY AND LIABILITIES (I) Equity

{a) Equity share capital {b) Other equity Total equity

Liabilities (Il) Non~current liabilities

{a) Financial liabilities (i) Borrowings

(b) Provisions

Total non-<:urrent liabilities

(III) Current liabilities (a) Financial liabilities

(i} Borrowings

(ii) Trade payable (ill) Other financial liabilities

(b} Provisions

(c) Other current liabilities

See accompanying notes to the financial statements 1 - 42

For Parikh Mehta & Associates Chartered Accountants

V,,~· {Rupesh Chokshi} Partner M.No.: 108905 FRN No. : 112832W

Place : New Delhi

Date : 18th May, 2018

16 20,219.30 20,219.30 17 (14,081.69) 8,110.26

6137.61 28319.56

18 1,97, 176.27 1,79,861.25 20 127.80 78.92

197304.0i 1;9940.17

18 71,347.47 63,887.48 21 8,604.97 4,184.27 19 21,062.78 19,292.69 20 3.56 2.83 22 161.98 173.17


~ (Pradosh Kumar Basu) Chief Finance Officer

( ""Cr:v\ f;-v;5-(s1lth;h l<:umar)

Director

~v?tl)~~

(Manoj Kumar Srivastava} President ,

~...-'-'~ ' (Avlnash Joshi)

Managing Director


Statement of Profit and Loss • SI.No. Particulars

1 Revenue from operations Il Other income Ill Total Income (l+m

IV EXPENSES Cost of raw materials consumed Changes in inventories of finished goods, WIP ,stock in trade Employee benefit expense Finance costs Depreciation and amortisation expense Other expenses Total expenses (IV)

V Profit/(IA>ss) before tax (Ill-IV)

VI Tax expense: (1) Current tax (2) Deferred tax

vn Profit/(Loss) for the year (V-VI)

VIll Other Comprehensive income A (i) Items that will not be reclassified to profit or loss

( a) Remeasurement of the defined benefit plans Total other comprehensive income

IX Total comprehensive income for the vear (Vll+Vrrn

X Earnings per equity share (Face value ofR.s. 10/ each): (1) Basic & Diluted (in Rs.)

See accompanying notes to the financial statements I - 42

For Parikh Mehta & Associates Chartered Accountants ~,,,_, ' (Rupesh Chokshi) Partner M.No. : 108905 FRN No. : 111832W


(Subodb Prasad Pankaj) Company Secretary

(All amounts are in Rs. millions unless otherwise stated)

Note No I ••nh, ym ~•ed 1 For the year ended I

March 31, 2018 March 31, 2017 I

I

23 55,918.21 1,094.48 24 1S4.67 44.28

56.072.88 1.138.76

2S 36,017.17 6,545.99 26 (2,463.80) (6,663.97) 27 1,021.93 164.06 28 21,522.19 7,051.71 29 11,522.89 3,427.32 30 17.902.25 l.915.18

8S.S22.63 12.440.29

(29.449.751 <11.301.S3

- -31 (7.254.19' (2.479.S7)

(7.254.191 (2.479.57) (22.19S.56' (8.811.96)

3.61 (l.73) 3.61 il.73

<22.191.95) (8 823.691

32 (10.98) (4.36)

~ For a;d on behalf of the OPaL Board

~ <L~(/~~ (Pradosh Kumar Basu) (Manoj 1/.u~ Srivastava) Chief Finance Officer President ,

~'t; Director

~~~ '"S:v.:::-- / (Avinash Joshi}

Managing Director


Statement of Cash Flows • (AH I R '11' th t t d Particulars .For the year ended March 31 , I For the year ended March I 2018 31,2017 A. CASH FLOWS FROM OPERATING ACTIVITIES: Net Profit after tax (22,195.56) (8,821.96) Adjustments for:

Tax expense recognised in profit or loss (7,254.19} (2,479.57) Depreciation and amortisation e:xpcmse 11,522.89 3,427.32 Interest expense 21,522.19 7,051.71 Interest Income (33.57) (15.09) Profit on sale of Property plant & equipment (0.01) (0.01) Remeasurement of die defined benefit pl.ans 3.61 25,760.92 (1.73) 7,982.63

Operating Profit/ (Loss) before Changes in assets and liabilities 3,565.36 (839.33)

Changes in assets and liabilities: Inventories (8,337.17) (9,193.48) Trade and other receivables (967.97) (333.28) Other assets 221.60 16,241.58 Trade Payable and other liabilities 5,531.33 8,995.93 Provisions 49.61 (3,502.60) 25.72 15.736.47

Cash generated from operations 6.2.76 14,897.14 Income taxes paid (7.39 (2.12'

Net cash gcncr.ated by/(used in} operating activities "A" SS.37 14,894.42

B. CASH FLOWS FROM INVESTING ACTIVITIES: Payments for property, plant and equipment including intl.llgi.ble

(2,163.98) (34,832.48) assets Interest received 33.S7 15.09 Proceeds from disposal of property, plant and equipmmt 0.15 0.19

Net cash (used in) investing activities "B" (2.130.16' (34817.W

C. CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Borrowings 1,57,178.40 1,39,239.82 Rq,ayments of Borrowings (1,31,755.12) (96,571.48) Interest paid (23,287.03) (22,699.73'

Net cash generated by financing activities "C" 2.136.25 19,968.61

Net increase/(decrease) in cash and cash equivalents (A+B+C) 61.36 45.83 Cash and cash equivalents at the beginning of die year S2.43 6.60 Cash and cash equivalents at the end of the year 113.79 52.43

Notes: 1. The above cash flow statement has been prepared under the indirect method as set out in the Ind-AS 7 on statement of Cash Flow. 2. Cash and C.ash equivalent represents Bank Balances with Scheduled Bank as per Note No. 14 3. Previous years figures have been regrouped when necessary to conform. to the year's classification

For Parikh Mehta & Associates Chartered Accountants

~ L:,t"-. (Rup~) Partner M.No. : 108905 FRNNo.: 112832\V


~· (Subodh Prasad Pankaj) C.Ompany Secretar)

~ For and on behalf of the OPaL Board

\ ~ a.1,~y,1~~ (Pradosb Kumar Basu) (Ma~'1.iumar Srivastava) Chief Finance Officer President

~tZ Director

I

~~~ :r~ (Avinash Joshi)

Managing Director

ONGC Petro additions Limited ANNUAi. REPORT 201&-17

ON QC Petro addition• Limited

Balance Sheet II Sl. PorUculttrt No.

ASSETS (1) Non-current asse-ts

(a) "'-1Y- pla,,t and OQUOl)menl (b) Cal)ilal WO<k.Jn-pmgress {C) lnlllnQlblo assets (cl) 1,-gilllo • ..., .. undor davolopmont (e) Finanoal assclS

ft) u,;,ns (I) Non cum,nt lax asseis

(g\ °""'-"'"' ·-(b) Deterred Tax Asset (Ullbll11y) Tot.ti non-cuJTtnt at.Ht.e

(2) current auota (a) 1,,.....,tones Cbl FlnMCIII asaelS

(1) Trade receivables <i) cash end cash eq-(ii) Bri balances o<har lhan (ii) alJova

(C) Olhot a,rron, OSSOIS Total current assets

Tolalauels

EQUITY AND UAB1UT1ES (1) Equity

(a) ~Ry &haro capila1 (b) O!her ecµly Total oqully

u,i,;m1es (2) Not><Urrent llablllllea

to) FananClll liotli'atjes (t) Bcrrowlngs (j) Olhet 11NanOlal labl61,es

(b) Piavlsions To~! non<UITl<ll llll>llllln

(3) Curren! lllbllllln (a) Fnanoal liabffi1ies

(1)Bot10W1ng1 (11) Trade payable (ul) O.ho, n ..... 1.i labll•..,

(b) Pmvlsions (c) 01!,or """'"' iabiMfos Total current llabllltles 10 ' .. •••• Total equ.ity and liabilities

See accompanying note& to the financial s-uttoments 1-47

Place : New Deihl Date : 22M May, 2017

52 1

~. (Subodh Pnlsad Pankaj)

Company s.c,eiary

Now No.

4 5 6 7

8 9 10 11

12

13 14 15 10

16 17

18 19 20

18 21 19 20 22

(All ,unounta are ln As. mltlioM un .. H othonwls• •••tod)

A9al A1 at Aaal Mar,;h 31 , 2017 March 31, 2016 April 1. 2015

225.577.57 zi:sn13 1,394.89 47.~ .16 198,60791 186.14720

114.59 139.08 143.04 24.66 166 120

30370 300.30 174.07 16.42 13-70 12 .. 71

8.30294 26.643.07 30.764.17 1,459.49 (1,020.Ale) .

,rH.:1.46'1 .~I 252.265.97 218•n7.21

9.555.38 36190 .

341.62 8.34 . 52.43 6.60 830.87 19.()6 21164 998.10

O .'IAfl 18 89.42 54.81 1, ~YLK,64 moo 1 883.38

295.810.17 252.943.87 220.520.66

20219.30 20.219.30 20219,30 8,110.28 16.933.95 7,449.06

2~.56 3'153..25 2'!668.38

179,861.25 128,130.65 148,347.28 1,384 48 711.04

78.92 4l39 15.31 1711,940.17 129 562.52 14llln63

63.887.48 60.2SS.00 40,859.88 4,184.27 . .

19.292.69 25,880.11 4,lm58 2.83 8.64 2.62

173.17 84.35 1"8.81 87.-0.44 86,n8.10 45.nB.67

267. .61 215 790.62 1 85230 295,810.17 252.943.87 220.520.66


~ (Trinath Behera)

Cnlet Finance 01tlc<!r

~ Director

~..:~"·""¥<'.?-(Mano/ Kumar Srivastava)

Presclenl

~~"~ ( Avlnuh Jolhl) Managing Olroctor

ONQC Petro additions Limited

Statement of Profit and Loss II

SI. Particulara No.

I fle,,enve from "'''" """"" II Olhet income

Ill Total Income (1+11)

IV f)(PENSES Cost ol raw maleflals constJmed

"""""""" ol llDCk-ado Changes in"'"""'°""" ol &>ished goods, WIP. SIOCk In lrade Eml*>\'oo oonefil o,q,ense Soiling & Ois1nbution Ollponsos

finance eools Dt11ncla1on Other"""""°"" Total o,penses (IV)

V ProflV(Loss) before lax (Ill-IV)

VI Tro< e,peos,o: (1) Current 18X

(2) DelorlOd lruC

vn Profl1/(Lou) for lho yoar (V·VI)

VII 0th« Comp-slve lncomo A Q) hems lha1 wll not be 18Ciassified IO p,ofil "' loss

(o) Aomoa.u.,..,.,,, ol 1h0 dofi-1 """"'" l)lans (i) lnoome lax relawlg lo ebow>

Tot.al other compnthenstve Income IX Total comp,ehto11Y9 lncomo lo< the ygr (Vll+VllQ

X Ear1*lgs pt< oqul1y sno,o (Face vnluo ol Rs. 10' elld\); (1) Basic & Dilulod [11 Rs.)

SOo acc:omp1nylng notGt to tho ffnonc::iol 1u111omonta 1.47

Place : New Deihl Cato : 22" May, 2017

~ -(Subodh Prsoad Pankef)

C<>mpany Secroiary

(All • mounts .,.. WI Rs. mllllon• uni .. • othOIWIH atatod')

Nolt For lht year endod Fo, lhe year ended No. March 31 . 2017 Marc:11 31. 2016

23 1,09" 48 37.75 24 44.28 061

1.138.76 36.36

25 fl.545.99 -28 . 42.41 27 (6.663 97) (0.56) 28 16'1.06 . 28 88.31 -30 7.055.47 31l70 3 1 3,427.32 24757 32 1.823.11 16625

12,440.29 767.37

(11,301.53) (729.DI)

. -33 (2.479 57) 1,()(1008

(2.479.57) 1,o20.08

(8.821.96) (1 ,749.09)

(1.7:l) . . .

(1.73) . (8,823.69) (1 ,74Q.09)

34 (4.36) (o.87)


~ (Tt1Nllh Bohora)

Olle1 Rnance Oft~,

n ,. -...... 1:-.'.?>-V'll .............. . ( M4noj Kumar Srivastava)

Prosickml

~;..~"'~ (Avlnash Joshi) MMOg,ng DilllClor

11 :i~ltoporl201G-17 I S3


ONQC Petro addition• Limited

Statement of Cash Flows

ANNUAi. REPORT 201&-17

II (AN amounts an1 In Ra. ,nlUIOM unleu otherwise a1alod)

P•rOc1.1lore For 11,e yea, tnded Fot the year endold March 31. 2017 March 31. 2016

A. CASH FlOWS FROM OPERATING ACTIVITIES: Net Protit/(Lou) lot tho yoa, ·8~3.69 · 1,749,09 Aquolments loc

T6X o,q,en"' recognised In prof• °' loss •2,479.S7 t,02008 OepreoatiQn and amortlsabOn - 3.4V.32 247.S7

'"'""'"' expense 7,056 47 31l70 ~mstlncome •1509 . Pl'old on salo ol Propetty plant & - --0.01 .

7.988.12 1,579.35 Openulng ProflU (Loss) .,.,_ Cllanges In asse,s and llabUltles -135.57 •169.74

Changes lrl assets at>d labll,;,es: lmler*>rios -9,193.48 -36190 Trade and other rocefWbles -333.28 -3.3'

Olhet ""'""" -s -2,098.15 75l65 Other ... ,""11 payables 8.995.93 •2,659.27 Pro'A51Cns 25 72 38.10

-2.603.26 ·2.239.76 C..h generotad fn>m opamk>na '1.438.83 ·2.409.50 lnoome taxes paid •2.72 --0.99 Net ••Ah 1tOMrttad by~usod In) Oj>Orotlng 1etl';"rtlc!1 "A" "3,A41.55 ·2.410.49

B. CASH FlOWS FROM INVESTING ACTIVTTIES:

Paymoncs tor p,oporty. plant anti "'MPfT*ll including ir1CM\li& asl8ts •:J.4 .832 48 •17.335 71 Changes 11 Non Qirrenl assets 18.3(39.73 3.991.87 Pnxeods Iron, dlopoonl ol property pl.,. and oq~ont ,,.. noo Net caoh (used In) inveotlng aotivities "B" -16,492.56 ·13.343,62

C. CASH FlOWS FROM FINANCING ACTIVITIES:

Proceed$ f ron, snare warranlS . 18,739.60

Retund ot ·-a,pplleallOn MOoey . -7.505.52

Proceods trom Borroww,gs 139..239.82 87.703.38 Ropayments ol Bonowir9 •98.57148 .el!,143.89 tnlefest paid •22.703.49 ·21,863.43 lnlereSI- 15.09 . Net C8$h generated by linancing ICIMlie, ·c· 19.879.114 14 .w::t11.()C

NG( in"""'5o/(docreaso) In casl1 atld caoh equivalents ("' B•{;) 45.83 4124.07

eas,, and cesh equi\/al"'11a at the beQlnnlrlg ol the ~., 6.60 830.67 cash and casl1 - lents at lho end cl the year 52.43 6.60

NOUtS;

1 TM above cash Uow atarement has been prapared under the lndnct method Ill stit out In tho Ind-AS 7 on. atalemont 01 Cash Flow 2. Ca$h end east, eQIIIValenl represents Bani< Balances w11h Schedllled Bani< as po, Nole No. 14 3. Pl'l!lllous yo.,. tlguros hllV• be<ffl n,grouped when nocessa,y to oonlofm IO lhe y,,ats cla..,llcalion

For Shah Mehta & Bakshi For and on behalf of the OPaL Board

Place : New Deihl Date : 22~ May, 2017

54 1

~ . (Subodh Prasad Pankaj)

CO<npany SOCrota,y

~ (Trlnath B<!hera)

Chlc>t Anllnee Offic<J r

~ .,:,-.:'-"lit '7" ( Manoj Kumar Srivastava)

Prosldenl

~,,-A"~ ( Avlnash Jo1hl) Managing O,rector