Home >Documents >INDIAN OIL CORPORATION LIMITED - Bombay Stock … Document Indian Oil Corporation Limited

INDIAN OIL CORPORATION LIMITED - Bombay Stock … Document Indian Oil Corporation Limited

Date post:31-Mar-2018
Category:
View:240 times
Download:4 times
Share this document with a friend
Transcript:
  • Private & Confidential Not for Circulation

    Disclosure Document dated: May 02, 2013

    INDIAN OIL CORPORATION LIMITED (A Government of India Undertaking)

    Registered Office: Indian Oil Bhavan, G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai 400 051

    Tel: (022) 26427363 Fax: (022) 26447961 Corporate Office: Plot No. 3079/3, Sadiq Nagar, J. B. Tito Marg, New Delhi 110 049

    Tel: (011) 42122455; Fax: (011) 26260087 Website: www.iocl.com E-mail: [email protected]

    DISCLOSURE DOCUMENT 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 AND

    SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)

    (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392

    DATED OCTOBER 12, 2012, AS AMENDED

    DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF SECURED NON-CONVERTIBLE REDEEMABLE

    BONDS IN THE NATURE OF DEBENTURES (SERIES XIII) OF FACE VALUE OF ` 10.00 LACS EACH FOR

    CASH AT PAR AGGREGATING TO ` 1,700 CRORE

    TRUSTEES FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

    SBICAP Trustee Company Limited Karvy Computershare Private Limited

    Khetan Bhavan, 5th Floor Plot No. 17-24, Vittal Rao Nagar 198, J. T. Road, Churchgate Madhapur Mumbai 400020 Hyderabad 500 081 Tel: (022) 43025555 Tel: (040) 44655000 Fax: (022) 43025500 Fax: (040) 44655024 E-mail: [email protected] E-mail: [email protected]

    LISTING

    The Bonds are proposed to be listed on Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

    ARRANGERS TO THE ISSUE (in alphabetic order)

    A. K. Capital Services Ltd.

    609, 6th Floor Antriksh Bhawan 22, Kasturba Gandhi Marg New Delhi 110 001 Tel: (011) 23739628 Fax: (011) 23739627

    Axis Bank Ltd.

    Axis House, 8th Floor Bombay Dyeing Mills Compound Pandurang Budhkar Marg, Worli Mumbai - 400025 Tel: (022) 66043591/ 42027791 Fax: 91-22-24253800

    Barclays Bank Plc

    8th Floor, Ceejay House Shivsagar Estate Dr. Annie Besant Road Worli, Mumbai 400 018 Tel: (022) 67196000 Fax- (022) 67196100

    Darashaw & Co. (P) Ltd.

    Regent Chambers 12th Floor,208 Nariman Point Mumbai 400021 Tel: (022) 56306616 Fax: 91-22-22040031

    The Hongkong and Shanghai Banking Corporation Ltd. 52/60, Mahatma Gandhi Road Mumbai 400001 Tel: (022) 22676111 Fax: 91-22-22623339

    ICICI Bank Ltd. ICICI Bank Tower Bandra-Kurla Complex Bandra (East) Mumbai 400 051 Tel: (022) 26531027 Fax: 91-22-26531063

    ICICI Securities Primary Dealership Ltd. 3rd Floor, ICICI Bank Tower NBCC Place, Bhisham Pitamah Marg New Delhi 110 003 Tel: (011) 24390114/5 Fax: (011) 24390074

    Kotak Mahindra Bank Ltd. 2nd Floor Bhaktawar 229 Nariman Point Mumbai 400021 Tel: (022) 67836058, 67836038 Fax: (022) 22885661

    SBI Capital Markets Ltd.

    202, Maker Tower-E Cuffe Parade Mumbai 400005 Tel: (022) 22178300 Fax: 91-22-2218 8332

    Standard Chartered Bank

    90, Mahatma Gandhi Road Fort, Mumbai 400 001 Tel: (022) 22670224 Fax: 91-22-22651255

    Trust Investment Advisors (P) Ltd.

    1101, Naman Centre G- Block, C-31, Bandra Kurla Complex Bandra (East), Mumbai 400 051 Tel: (022) 40845000/ 42245000 Fax: 91-22-40845066/ 40845007

    YES Bank Ltd.

    Nehru Centre, 9th Floor Discovery of India Dr. A.B. Road, Worli Mumbai - 400 018 Tel: (022) 66699219 Fax: (022) 66699018

  • Disclosure Document Indian Oil Corporation Limited

    Page 1 of 69

    TABLE OF CONTENTS

    I. DISCLAIMER ......................................................................................................................................................................... 4

    1. DISCLAIMER OF THE ISSUER ...................................................................................................................... 4 2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA......................................................... 4 3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE .................................................................................... 5 4. DISCLAIMER OF THE STOCK EXCHANGES ................................................................................................ 5

    II. DEFINITIONS/ ABBREVIATIONS ......................................................................................................................... 6 III. ISSUER INFORMATION ....................................................................................................................................... 8 IV. DETAILS OF DIRECTORS OF THE ISSUER ..................................................................................................... 11

    1. CURRENT DIRECTORS OF THE ISSUER ................................................................................................... 11 2. CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS ................................................. 13

    V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER ................................................................................. 14 VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS .......................... 16

    1. OVERVIEW .................................................................................................................................................. 16 2. CORPORATE STRUCTURE ........................................................................................................................ 25 3. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITED YEARS

    ...................................................................................................................................................................... 26 A. FINANCIAL PARAMETERS ................................................................................................................. 26 I. AUDITED CONSOLIDATED FINANCIALS FOR FY 2011-12 & 2010-11 AS PER REVISED

    SCHEDULE VI TO COMPANIES ACT, 1956 ....................................................................................... 26 II. AUDITED CONSOLIDATED FINANCIALS FOR FY 2009-10 AS PER PRE-REVISED SCHEDULE VI

    TO COMPANIES ACT, 1956 ............................................................................................................... 26 III. UN-AUDITED STANDALONE FINANCIALS AS ADOPTED BY THE BOARD & REVIEWED BY THE

    AUDITORS FOR HALF YEAR ENDED 30TH SEPTEMBER 2012 ...................................................... 27 STANDALONE OPERATIONAL PARAMETERS.......................................................................................... 27

    4. GROSS DEBT EQUITY RATIO OF THE ISSUER ......................................................................................... 27 5. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS ................. 27

    VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS ............................................................... 28

    1. BRIEF HISTORY OF THE ISSUER ............................................................................................................... 28 2. KEY MILESTONES ....................................................................................................................................... 28 3. CAPITAL STRUCTURE ................................................................................................................................ 30 4. EQUITY SHARE CAPITAL HISTORY OF THE ISSUER FOR LAST FIVE YEARS & UPTO 31.03.2013 ....... 30 5. CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST FIVE YEARS & UPTO 31.03.2013 ..... 31 6. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR .......................................... 31 7. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR ............................ 31 8. SHAREHOLDING PATTERN OF THE ISSUER AS ON 31.03.2013 .............................................................. 31 9. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER ................................................................................. 32 10. PROMOTER HOLDING IN THE ISSUER ...................................................................................................... 32 11. BORROWINGS OF THE ISSUER ................................................................................................................. 32

    a. SECURED LOAN FACILITIES ............................................................................................................. 32 b. UNSECURED LOAN FACILITIES ....................................................................................................... 34 c. NON-CONVERTIBLE BONDS/ DEBENTURES .................................................................................. 35

    12. TOP 10 BONDHOLDERS ............................................................................................................................. 36 13. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUS

    COUNTER PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP COMPANIES ETC. .............................................................................................................................................................. 36

    14. COMMERCIAL PAPER ISSUED BY THE ISSUER ....................................................................................... 36 15. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLE BONDS

    (FCCBS), OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES) ................. 37 16. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR DELAY(S) IN

    PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS ................................................................................................................................ 37

    17. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF AN OPTION ........................................................................................................................................................ 38

    18. AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF THE ISSUER ............... 38 A. STATEMENT OF PROFIT & LOSS ..................................................................................................... 38 I. CONSOLIDATED ................................................................................................................................. 38 II. STANDALONE ..................................................................................................................................... 38 B. BALANCE SHEET ............................................................................................................................... 38

  • Disclosure Document Indian Oil Corporation Limited

    Page 2 of 69

    I. CONSOLIDATED ................................................................................................................................. 38 II. STANDALONE ..................................................................................................................................... 39 C. CASH FLOW STATEMENT ................................................................................................................. 39 I. CONSOLIDATED ................................................................................................................................. 39 II. STANDALONE ..................................................................................................................................... 39 D. AUDITORS QUALIFICATIONS ........................................................................................................... 39

    19. LATEST AUDITED/ LIMITED REVIEW HALF YEARLY CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF THE ISSUER ................................................................................................................. 40 A. STATEMENT OF PROFIT & LOSS ..................................................................................................... 40 I. CONSOLIDATED ................................................................................................................................. 40 II. STANDALONE ..................................................................................................................................... 40 B. BALANCE SHEET ............................................................................................................................... 40 I. CONSOLIDATED ................................................................................................................................. 40 II. STANDALONE ..................................................................................................................................... 40 C. AUDITORS QUALIFICATIONS ........................................................................................................... 40

    20. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE ............................................ 40 VIII. SUMMARY TERM SHEET .................................................................................................................................. 41 IX. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE,

    ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR) ..................................... 46

    1. ISSUE SIZE .................................................................................................................................................. 46 2. ELIGIBILITY TO COME OUT WITH THE ISSUE ........................................................................................... 46 3. REGISTRATION AND GOVERNMENT APPROVALS .................................................................................. 46 4. AUTHORITY FOR THE ISSUE ..................................................................................................................... 46 5. OBJECTS OF THE ISSUE ............................................................................................................................ 46 6. UTILISATION OF ISSUE PROCEEDS .......................................................................................................... 46 7. MINIMUM SUBSCRIPTION .......................................................................................................................... 47 8. UNDERWRITING.......................................................................................................................................... 47 9. NATURE OF BONDS .................................................................................................................................... 47 10. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR ............................................................ 47 11. SECURITY .................................................................................................................................................... 47 12. TERMS OF PAYMENT ................................................................................................................................. 47 13. DEEMED DATE OF ALLOTMENT ................................................................................................................ 48 14. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE OF LETTER(S) OF

    ALLOTMENT ................................................................................................................................................ 48 15. ISSUE OF BOND CERTIFICATE(S) ............................................................................................................. 48 16. DEPOSITORY ARRANGEMENTS ............................................................................................................... 48 17. PROCEDURE FOR APPLYING FOR DEMAT FACILITY .............................................................................. 48 18. FICTITIOUS APPLICATIONS ....................................................................................................................... 49 19. MARKET LOT ............................................................................................................................................... 49 20. TRADING OF BONDS .................................................................................................................................. 49 21. MODE OF TRANSFER OF BONDS .............................................................................................................. 49 22. COMMON FORM OF TRANSFER ................................................................................................................ 49 23. INTEREST ON APPLICATION MONEY ........................................................................................................ 49 24. INTEREST ON THE BONDS......................................................................................................................... 50 25. COMPUTATION OF INTEREST ................................................................................................................... 51 26. RECORD DATE ............................................................................................................................................ 51 27. DEDUCTION OF TAX AT SOURCE .............................................................................................................. 51 28. PUT & CALL OPTION ................................................................................................................................... 51 29. REDEMPTION .............................................................................................................................................. 52 30. DEFAULT IN PAYMENT ............................................................................................................................... 52 31. EVENTS OF DEFAULT & REMEDIES .......................................................................................................... 52 32. ADDITIONAL COVENANTS ......................................................................................................................... 52 33. SETTLEMENT/ PAYMENT ON REDEMPTION ............................................................................................ 53 34. EFFECT OF HOLIDAYS ............................................................................................................................... 53 35. LIST OF BENEFICIAL OWNERS .................................................................................................................. 53 36. SUCCESSION .............................................................................................................................................. 53 37. WHO CAN APPLY ........................................................................................................................................ 53 38. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS .................................................................................... 55 39. DOCUMENTS TO BE PROVIDED BY INVESTORS ..................................................................................... 55 40. HOW TO APPLY ........................................................................................................................................... 55 41. FORCE MAJEURE ....................................................................................................................................... 56 42. APPLICATIONS UNDER POWER OF ATTORNEY ...................................................................................... 56

  • Disclosure Document Indian Oil Corporation Limited

    Page 3 of 69

    43. APPLICATION BY MUTUAL FUNDS ............................................................................................................ 56 44. ACKNOWLEDGEMENTS ............................................................................................................................. 56 45. RIGHT TO ACCEPT OR REJECT APPLICATIONS ...................................................................................... 56 46. PAN/GIR NUMBER ....................................................................................................................................... 57 47. SIGNATURES .............................................................................................................................................. 57 48. NOMINATION FACILITY .............................................................................................................................. 57 49. RIGHT OF BONDHOLDER(S) ...................................................................................................................... 57 50. MODIFICATION OF RIGHTS ........................................................................................................................ 57 51. FUTURE BORROWINGS ............................................................................................................................. 57 54. BOND/ DEBENTURE REDEMPTION RESERVE (DRR) ............................................................................ 57 55. NOTICES ...................................................................................................................................................... 57 56. JOINT-HOLDERS ......................................................................................................................................... 58 57. DISPUTES & GOVERNING LAW .................................................................................................................. 58 58. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL .......................................................................... 58

    X. CREDIT RATING FOR THE BONDS .................................................................................................................. 59 XI. TRUSTEES FOR THE BONDHOLDERS ............................................................................................................ 60 XII. STOCK EXCHANGES WHERE BONDS ARE PROPOSED TO BE LISTED ..................................................... 61 XIII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER ...... 62

    A. MATERIAL CONTRACTS ............................................................................................................................. 62 B. DOCUMENTS ............................................................................................................................................... 62

    XIV. DECLARATION ................................................................................................................................................... 63

    XV. ANNEXURES

    COPY OF RATING LETTER FROM CREDIT ANALYSIS & RESEARCH LIMITED COPY OF RATING LETTER FROM INDIA RATINGS AND RESEARCH PRIVATE LIMITED COPY OF CONSENT LETTER FROM SBICAP TRUSTEE COMPANY LIMITED

  • Disclosure Document Indian Oil Corporation Limited

    Page 4 of 69

    I. DISCLAIMER 1. DISCLAIMER OF THE ISSUER

    This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance 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 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended. This Disclosure Document does not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by Indian Oil Corporation Limited (the Issuer/ the IndianOil/ the Company). This Disclosure Document is for the exclusive use of the addressee 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 Bonds issued by the Issuer. This bond issue is made strictly on private placement basis. Apart from this Disclosure Document, no offer document or prospectus has been prepared in connection with the offering of this bond issue or in relation to the issuer. This Disclosure Document 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 bonds issued by IndianOil. This Disclosure Document has been prepared to give general information regarding IndianOil to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party may require. IndianOil believes that the information contained in this Disclosure Document is true and correct as of the date hereof. IndianOil does not undertake to update this Disclosure Document to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with IndianOil. However, IndianOil reserves its right for providing the information at its absolute discretion. IndianOil 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 Bonds. 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 Bonds. It is the responsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Bonds. Nothing in this Disclosure Document should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Bonds and matters incidental thereto. This Disclosure Document 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. 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 bond 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 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. 2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

    This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. It is to be distinctly understood that this Disclosure Document 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 Disclosure Document. The Issue of Bonds being made on private placement basis, filing of this Disclosure Document 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 Disclosure Document.

  • Disclosure Document Indian Oil Corporation Limited

    Page 5 of 69

    3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE

    It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed disclosure norms in this Disclosure Document. The role of the Arrangers to the Issue in the assignment is confined to marketing and placement of the bonds on the basis of this Disclosure Document as prepared by the Issuer. The Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Disclosure Document. The Arrangers shall use this Disclosure Document for the purpose of soliciting subscription from a particular class of eligible investors in the Bonds to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Disclosure Document by the Arrangers should not in any way be deemed or construed that the Disclosure Document has been prepared, cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. The Arrangers or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Disclosure Document.

    4. DISCLAIMER OF THE STOCK EXCHANGES

    As required, a copy of this Disclosure Document shall be submitted to BSE Limited (hereinafter referred to as BSE) and National Stock Exchange of India Limited (hereinafter referred to as NSE) for hosting the same on their websites. It is to be distinctly understood that such submission of the Disclosure Document with BSE and NSE or hosting the same on their websites should not in any way be deemed or construed that the Disclosure Document has been cleared or approved by BSE or NSE; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document; nor do they warrant that this Issuers securities will be listed or continue to be listed on the Exchanges; nor do they 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 this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchanges 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.

  • Disclosure Document Indian Oil Corporation Limited

    Page 6 of 69

    II. DEFINITIONS/ ABBREVIATIONS

    AY Assessment Year

    Allotment/ Allot/ Allotted

    The issue and allotment of the Bonds to the successful Applicants in the Issue.

    Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue, either in full or in part

    Applicant/ Investor A person who makes an offer to subscribe the Bonds pursuant to the terms of this Disclosure Document and the Application Form.

    Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Bonds and which will be considered as the application for allotment of Bonds in the Issue

    Bondholder(s) Any person or entity holding the Bonds and whose name appears in the list of Beneficial Owners provided by the Depositories

    Beneficial Owner(s)

    Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of the Bond(s) as defined in clause (a) of sub-section of Section 2 of the Depositories Act, 1996)

    Board/ Board of Directors

    The Board of Directors of Indian Oil Corporation Limited or Committee thereof, unless otherwise specified

    Bond(s) Secured Redeemable Non-Convertible Bonds in the nature of Debentures (Series XIII) of face value of ` 10 lakhs each (Bonds) to be issued by Indian Oil Corporation Limited (the Issuer/ the IndianOil/ the Company) through private placement route under the terms of this Disclosure Document

    BSE BSE Limited

    Record Date Reference date for payment of interest/ repayment of principal (either on maturity or on exercise of put/ call option)

    CAR Capital Adequacy Ratio

    CRISIL CRISIL Limited

    CAG Comptroller and Auditor General of India

    CARE Credit Analysis & Research Limited

    CGD City Gas Distribution

    CDSL Central Depository Services (India) Limited

    CMD Chairman & Managing Director of Indian Oil Corporation Limited

    Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness and include debenture, bonds and such other securities of a body corporate or any statutory body constituted by virtue of a legislation, whether constituting a charge on the assets of the Issuer or not, but excludes security bonds issued by Government or such other bodies as may be specified by SEBI, security receipts and securitized debt instruments

    Deemed Date of Allotment

    The cut-off date declared by the Issuer (i.e. May 06, 2013) from which all benefits under the Bonds including interest on the Bonds shall be available to the Bondholder(s). The actual allotment of Bonds (i.e. approval from the Board of Directors or a Committee thereof) may take place on a date other than the Deemed Date of Allotment

    Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time

    Depositories Act The Depositories Act, 1996, as amended from time to time

    Depository Participant

    A Depository participant as defined under Depositories Act

    Disclosure Document

    Disclosure Document dated May 02, 2013 for private placement of Secured Redeemable Non-Convertible Bonds in the nature of Debentures (Series XIII) of face value of ` 10 lakhs each (Bonds) to be issued by Indian Oil Corporation Limited aggregating to ` 1,700 crore

    DP Depository Participant

    DRR Bond/ Debenture Redemption Reserve

    E&P Exploration and Production

    EPS Earning Per Share

    FITCH FITCH Ratings India Private Limited (now known as India Ratings and Research Private Limited)

    FIs Financial Institutions

    FIIs Foreign Institutional Investors

    Financial Year/ FY Period of twelve months ending March 31, of that particular year

    GoI Government of India/ Central Government

  • Disclosure Document Indian Oil Corporation Limited

    Page 7 of 69

    Trustees Trustees for the Bondholders in this case being SBICAP Trustee Company Ltd.

    ICRA ICRA Limited

    IRRPL India Ratings and Research Private Limited formerly FITCH Ratings India Private Limited

    Issuer/ IndianOil / Company

    Indian Oil Corporation Limited, a company incorporated under Companies Act, 1956, as amended, and having its Registered Office at Indian Oil Bhavan, G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai 400 051

    I.T. Act The Income Tax Act, 1961, as amended from time to time

    Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF-1/BOND/Cir-1/2010 dated January 07, 2010

    MF Mutual Fund

    MMTPA Million Metric Tonnes Per Annum

    NSDL National Securities Depository Limited

    NSE National Stock Exchange of India Limited

    PAN Permanent Account Number

    Private Placement An offer or invitation to less than fifty persons to subscribe to the Bonds in terms of sub-section (3) of Section 67 of the Companies Act, 1956 (1 of 1956)

    GIR General Index Registration Number

    Rs./ INR/ ` Indian National Rupee

    RBI Reserve Bank of India

    RTGS Real Time Gross Settlement

    Registrar Registrar to the Issue, in this case being Karvy Computershare (P) Limited

    SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992

    SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

    SEBI Debt Regulations

    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 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended

    TDS Tax Deducted at Source

    The Companies Act

    The Companies Act, 1956 as amended from time to time

    The Issue/ The Offer/ Private Placement

    Private placement of Secured Redeemable Non-Convertible Bonds in the nature of Debentures of face value of ` 10 lakhs each (Bonds) to be issued by Indian Oil Corporation Limited aggregating to ` 1,700 crore

  • Disclosure Document Indian Oil Corporation Limited

    Page 8 of 69

    III. ISSUER INFORMATION Name of the Issuer : Indian Oil Corporation Ltd. Registered Office : Indian Oil Bhavan, G-9, Ali Yavar Jung Marg

    Bandra (East), Mumbai 400 051 Telephone Number : (022) 26427363 Fax Number : (022) 26447961 Website : www.iocl.com E-mail : [email protected], [email protected] Corporate Office : Plot No. 3079/3, Sadiq Nagar, J. B. Tito Marg

    New Delhi 110 049 Telephone Number : (011) 42122455 Fax Number : (011) 26260077 E-mail : [email protected] Compliance Officer for : Shri Raju Ranganathan, Company Secretary the Issue Indian Oil Corporation Limited

    Registered Office Indian Oil Bhavan, G-9, Ali Yavar Jung Marg Bandra (East), Mumbai 400051 Tel. (022) 26427363 Fax: +91-22-26447961 E-mail: [email protected]

    Chief Financial Officer : Shri P.K. Goyal, Director (Finance) of the Issuer Indian Oil Corporation Limited

    Corporate Office Plot No. 3079/3, Sadiq Nagar, J. B. Tito Marg New Delhi 110049 Tel. (011) 26260007 Fax: +91-11-26260009 E-mail: [email protected]

    Arrangers to the Issue : A. K. Capital Services Ltd. Axis Bank Ltd.

    (in alphabetic order) 609, 6th Floor Axis House, 8th Floor Antriksh Bhawan Bombay Dyeing Mills Compound 22, Kasturba Gandhi Marg Pandurang Budhkar Marg New Delhi 110 001 Worli Mumbai 400025 Tel: (011) 23739628 Tel: (022) 66043591/ 42027791 Fax: (011) 23739627 Fax: 91-22-24253800 Barclays Bank Plc Darashaw & Co. (P) Ltd.

    8th Floor, Ceejay House Regent Chambers Shivsagar Estate 12th Floor, Dr. Annie Besant Road 208, Nariman Point Worli, Mumbai 400 018 Mumbai 400021 Tel: (022) 67196000 Tel: (022) 56306616 Fax- (022) 67196100 Fax: 91-22-22040031

    mailto:[email protected]:[email protected]

  • Disclosure Document Indian Oil Corporation Limited

    Page 9 of 69

    The Hongkong and Shanghai ICICI Bank Ltd. Banking Corporation Ltd. ICICI Bank Tower

    52/60, Mahatma Gandhi Road Bandra-Kurla Complex Mumbai 400001 Bandra (East) Tel: (022) 22676111 Mumbai 400 051 Fax: 91-22-22623339 Tel: (022) 26531027 Fax: 91-22-26531063 ICICI Securities Kotak Mahindra Bank Ltd. Primary Dealership Ltd. 2nd Floor Bhaktawar

    3rd Floor, ICICI Bank Tower NBCC Place, Bhisham Pitamah Marg New Delhi 110 003 229 Nariman Point Tel: (011) 24390114/5 Mumbai 400021 Fax: (011) 24390074 Tel: (022) 67836058, 67836038 Fax: (022) 22885661 SBI Capital Markets Ltd. Standard Chartered Bank

    202, Maker Tower-E 90, Mahatma Gandhi Road Cuffe Parade Fort, Mumbai 400 001 Mumbai 400005 Tel: (022) 22670224 Tel: (022) 22178300 Fax: 91-22-22651255 Fax: 91-22-2218 8332 Trust Investment Advisors (P) Ltd. YES Bank Ltd.

    1101, Naman Centre Nehru Centre, 9th Floor G- Block, C-31 Discovery of India Bandra Kurla Complex Dr. A.B. Road Bandra (East) Worli Mumbai 400 051 Mumbai - 400 018 Tel: (022) 40845000, 42245000 Tel: (022) 66699219 Fax: 91-22-40845066, 40845007 Fax: (022) 66699018 Trustees for the : SBICAP Trustee Company Limited Bondholders Khetan Bhavan, 5th Floor

    198, J. T. Road, Churchgate Mumbai 400020 Tel: (022) 43025555 Fax: (022) 43025500 E-mail: [email protected] Registrar to the : Karvy Computershare Private Limited Issue Plot No. 17-24, Vittal Rao Nagar

    Madhapur, Hyderabad 500 081 Tel: (040) 44655000 Fax: (040) 44655024 E-mail: [email protected] Credit Rating : Credit Analysis & Research Limited Agencies B-47, 3rd Floor, Inner Circle

    Connaught Place, New Delhi - 110001 Tel: (011) 45333200, 23716199 Fax: (011) 45333238, 23318701 Website: www.careratings.com India Ratings & Research Private Limited

    A Fitch Group Company Wockhardt Tower, Level 4, West Wing Bandra Kurla Complex, Bandra (E) Mumbai - 400051 Tel: (022) 40001700 Fax: +91-22-40001701 Website: www.indiaratings.co.in

  • Disclosure Document Indian Oil Corporation Limited

    Page 10 of 69

    Auditors of the Issuer : M/s. B M Chatrath & Co.

    (for FY 2012-13) Chartered Accountants Firm Registration No: 301011E Centre Point, 4th Floor, Room No. 440 21, Hemanta Basu Sarani Kolkata - 700001 (West Bengal) M/s. Dass Gupta & Associated

    Chartered Accountants Firm Registration No: 000112N NDG Centre B-4, Gulmohar Park New Delhi 110049 M/s. Parakh & Co. Chartered Accountants

    Firm Registration No: 001475C 323, 3rd Floor, Ganpati Plaza M.I. Road Jaipur - 302001

  • Disclosure Document Indian Oil Corporation Limited

    Page 11 of 69

    IV. DETAILS OF DIRECTORS OF THE ISSUER

    1. CURRENT DIRECTORS OF THE ISSUER

    The composition of the Board of Directors of the Issuer as on date of this Disclosure Document is as under:

    Sl. No.

    Name & Designation

    Age (in years)

    DIN Address Date of Appoint-ment

    Other Directorship

    1 Shri Ranbir Singh Butola

    Chairman

    59 00145895 Indian Oil Corporation Ltd. Corporate Office Plot 3079/3 Sadiq Nagar J. B. Tito Marg New Delhi-110 049

    28-Feb-11 Chennai Petroleum Corporation Ltd.

    IOT Infrastructure & Energy Services Ltd.

    PETROFED

    FICCI

    2 Dr. Ravinder Kumar Malhotra

    Director (R&D)

    59 02024661 Indian Oil Corporation Ltd. R&D Centre Sector 13 Faridabad-121 002. Haryana

    05-Aug-10 Indo Cat Pvt. Ltd.

    Lubrizol India Pvt. Ltd.

    3 Shri Sudhir Bhalla

    Director (HR)

    57 03284103 Indian Oil Corporation Ltd. Corporate Office Plot 3079/3 Sadiq Nagar J. B. Tito Marg New Delhi-110 049

    27-Oct-10 None

    4 Shri Akhauri Manoj Kumar Sinha

    Director (P&BD)

    59 02772812 Indian Oil Corporation Ltd. IndianOil Bhavan No.1, Sri Aurobindo Marg Yusuf Sarai New Delhi-110 016

    16-Mar-11 Petronet LNG Ltd.

    Green Gas Ltd.

    5 Shri Parveen Kumar Goyal

    Director (Finance)

    59 00162819 Indian Oil Corporation Ltd. Corporate Office Plot 3079/3 Sadiq Nagar J. B. Tito Marg New Delhi-110 049

    02-May-11 IndianOil (Mauritius) Ltd.

    6 Shri Rajkumar Ghosh

    Director (R)

    59 02452663 Indian Oil Corporation Ltd. SCOPE Complex Core 2 7, Institutional Area Lodhi Road New Delhi 110 003

    01-Sep-11 Indian Synthetic Rubber Ltd.

    Chennai Petroleum Corporation Ltd.

    7 Shri Makrand Nene

    Director (M)*

    58 01104975 Indian Oil Corporation Ltd., (Marketing Division) IndianOil Bhavan, G-9, Ali Yavar Jung Marg Bandra (East) Mumbai 400 051

    05-Oct-11 Lanka IOC PLC

    IndianOil Petronas Pvt. Ltd.

    IndianOil Skytanking Ltd.

    IndianOil Skytanking Delhi Ltd.

    8 Shri Vasudev Sitaram Okhde

    Director (PL)

    58 05123549 Indian Oil Corporation Ltd. Corporate Office Plot 3079/3 Sadiq Nagar J.B.Tito Marg New Delhi-110 049

    01-Feb-12 Petronet India Ltd.

    IOT Infrastructure & Energy Services Ltd.

    9 Shri Sudhir Bhargava

    Government Nominee Director

    58 00247515 Ministry of Petroleum & Natural Gas Shastri Bhavan New Delhi 110 001

    23-Mar-10 GAIL (India) Ltd.

  • Disclosure Document Indian Oil Corporation Limited

    Page 12 of 69

    10 Dr. Subhash

    Chandra Khuntia

    Government Nominee Director

    55 05344972 Ministry of Petroleum & Natural Gas Shastri Bhavan New Delhi 110 001

    09-Aug-12 Hindustan Petroleum Corporation Limited

    Indian Strategic Petroleum Reserves Ltd.

    11 Dr. Sudhakar Rao

    Independent Director

    64 00267211 F-2, Manipal Vista, 1, Connaught Raod, (Off Queens Road), Bangalore - 560052 Karnataka

    30-May-11 BSE Training Institute Ltd.

    Common Purpose India

    Nitstone Waste Management Pvt. Ltd.

    L&T Infrastructure Development Projects Ltd.

    BSE Ltd.

    CMC Ltd.

    BFSI Sector Skill Council of India

    Binani Industries Ltd.

    GMR Varalakshmi Foundation

    12 Prof. (Dr.) Vinod Kumar Bhalla

    Independent Director

    64 00149118 21/1, Cavalry Lines, Delhi University Delhi - 110007

    30-Jan-12 Rico Auto Industries Ltd.

    13 Smt. Shyamala Gopinath

    Independent Director

    64 02362921 1103, Girnar Hieights, B Wing, Bhakti Park, Wadala (East), Mumbai-400037

    29-Mar-12 Tata Elxsi Ltd.

    GAIL (India) Ltd.

    National Stock Exchange Ltd.

    Clearing Corporation of India Ltd.

    Clearcorp Dealing Systems (India) Ltd.

    National Dairy Development Board Dairy Services

    14 Shri Shyam Saran

    Independent Director

    67 03116287 Research & Information System for Developing Countries, CORE IV-B, 4th Floor, India Habitat Center, Lodhi Road, New Delhi 110 003.

    29-Mar-12 WIPRO Ltd.

    ONGC Videsh Ltd.

    15 Prof. Devang Khakhar

    Independent Director

    54 02756921 Director, Indian Institute of Technology Bombay, Powai, Mumbai 400 076

    14-Sep-12 IITB Monash Research Academy

    Media Lab Asia

    National institute of Food technology, Entrepreneurship & Management (NIFTEM)

    * Petronet VK Limited is a joint venture company, in which, IndianOil holds 26% equity stake. Shri M. Nene prior to the appointment as Director (Marketing) of IndianOil was on the Board of Petronet VK limited as a Nominee Director on behalf of IndianOil. Shri M Nene, being a part-time, Director was not involved in day-to-day administration of the company. Petronet VK Limited defaulted in repayment of loan installments. Therefore, Shri M Nenes name is appearing in the RBIs default list as on March 31, 2012 in his capacity of being Nominee Director of Petronet VK Limited, when he was not on the Board of IndianOil.

  • Disclosure Document Indian Oil Corporation Limited

    Page 13 of 69

    2. CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS

    Changes in the Board of Directors of the Issuer during the last three years i.e. 2010-11, 2011-12 & 2012-13 are as under:

    Sl. No.

    Name Designation DIN Date of Appointment

    Date of cessation

    Remarks/ Reason

    1 Sudhir Bhargava Govt. Nominee Director

    00247515 23-Mar-10

    2 Shri Anand Kumar Director (R&D) 01681237 31-Jul-07 30-Jun-10 Superannuation

    3 Dr. R. K. Malhotra Director (R&D) 02024661 05-Aug-10

    4 Shri V. C. Agrawal Director (HR) 00142150 01-Aug-05 31-Aug-10 Superannuation

    5 Shri Sudhir Bhalla Director (HR) 03284103 27-Oct-10

    6 Shri B M Bansal Chairman (additional charge) & Director (P&BD)

    00142166 01-Mar-05 31-Jan-11 Superannuation

    7 Shri R S Butola Chairman 00145895 28-Feb-11

    8 Shri A M K Sinha Director (P&BD) 02772812 16-Mar-11

    9 Shri S V Narasimhan Director (Finance) 00142132 01-Jul-05 30-Apr-11 Superannuation

    10 Shri P K Goyal Director (Finance) 00162819 02-May-11

    11 Dr. Sudhakar Rao Independent Director 00267211 30-May-11

    12 Shri B N Bankapur Director (Refineries) 00246410 01-Oct-06 31-Aug-11 Superannuation

    13 Shri Rajkumar Ghosh Director (Refineries) 02452663 01-Sep-11

    14 Shri Gyan Chand Daga Director (Marketing) 00101534 04-Sep-06 30-Sep-11 Superannuation

    15 Shri M Nene Director (Marketing) 01104975 05-Oct-11

    16 Prof. (Dr.) V K Bhalla Independent Director 00149118 30-Jan-12

    17 Shri K K Jha Director (Pipelines) 02752343 01-Sep-09 31-Jan-12 Superannuation

    18 Shri V S Okhde Director (Pipelines) 05123549 01-Feb-12

    19 Shri P K Sinha Govt. Nominee Director

    00145126 22-Dec-04 29-Feb-12 Change in Govt. Nominee Director

    20 Prof. (Dr.) Indira J. Parikh

    Independent Director 00143801 30-Jul-07 29-Mar-12 Completion of tenure

    21 Smt. Shyamala Gopinath Independent Director 02362921 29-Mar-12

    22 Shri Shyam Saran Independent Director 03116287 29-Mar-12

    23 Dr. S C Khuntia Govt. Nominee Director

    05344972 09-Aug-12

    24 Shri Anees Noorani Independent Director 00041686 01-Jun-08 14-Sep-12 Completion of tenure

    25 Prof. Devang Khakhar Independent Director 02756921 14-Sep-12

    26 Smt. Sushama Nath Independent Director 05152061 29-Mar-12 23-Jan-13 Resignation

    27 Dr. (Mrs) Indu R. Shahani

    Independent Director 00112289 01-Jun-08 13-Feb-13 Completion of tenure

    28 Shri Gautam Barua Independent Director 01226582 01-Jun-08 13-Feb-13 Completion of tenure

    29 Shri Michael Bastian Independent Director 00458062 01-Jun-08 13-Feb-13 Completion of tenure

    30 Shri Nirmal Kumar Poddar

    Independent Director 00093450 01-Jun-08 13-Feb-13 Completion of tenure

  • Disclosure Document Indian Oil Corporation Limited

    Page 14 of 69

    V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER

    1. CURRENT STATUTORY AUDITORS OF THE ISSUER

    IndianOil is a Government Company and therefore its statutory auditors are appointed by the Comptroller & Auditor General of India. The auditors for the financial year 2013-14 are yet to be appointed. Details of the statutory auditors of the Issuer for financial year 2012-13 are as under:

    Name of Statutory Auditors Firm Registration No. Address & Contact Details Auditor since

    M/s. B M Chatrath & Co.

    Chartered Accountants 301011E Centre Point, 4th Floor, Room No.

    440 21, Hemanta Basu Sarani, Kolkata - 700001, West Bengal

    2009-10

    M/s. Dass Gupta & Associated Chartered Accountants

    000112N NDG Centre, B-4, Gulmohar Park, New Delhi - 110049

    2011-12

    M/s. Parakh & Co.

    Chartered Accountants 001475C 323, 3rd Floor, Ganpati Plaza,

    M.I. Road, Jaipur - 302001 2011-12

    2. CHANGE IN STATUTORY AUDITORS OF THE ISSUER SINCE LAST THREE YEARS (FY 2009-10 to 2011-12)

    Changes in the statutory auditors of the Issuer during the last three years are as under:

    Name

    Address Date of Appointment

    Date of Cessation

    Remarks

    2011-12

    M/s. B.M.Chatrath & Co.

    Chartered Accountants Centre Point, 4th Floor, Room No. 440 21, Hemanta Basu Sarani, Kolkata 700001, West Bengal

    2009-10 NA Being a Government Company, IndianOils auditors are appointed by the Comptroller & Auditor General of India for each financial year

    M/s. Parakh & Co. Chartered Accountants

    323, 3rd Floor, Ganpati Plaza, M.I.Road, Jaipur 302001

    2011-12 NA

    M/s. Dass Gupta & Co. Chartered Accountants

    NDG Centre, B-4, Gulmohar Park, New Delhi 110049

    2011-12 NA

    2010-11

    M/s. V. K. Dhingra & Co. Chartered Accountants

    1-E/15, Jhandewalan Extn. New Delhi- 110055

    2007-08 2010-11 Being a Government Company, IndianOils auditors are appointed by the Comptroller & Auditor General of India for each financial year

    M/s. PKF Sridhar & Santhanam Chartered Accountants

    KRD Gee Gee Crystal, 7th floor, 91-92, Dr. Radhakrishnan Salai, Mylapore, Chennai 600 004,

    2009-10 2010-11

    M/s. B. M. Chatrath & Co.

    Chartered Accountants Centre Point, 4th Floor, Room No. 440 21, Hemanta Basu Sarani, Kolkata 700001, West Bengal

    2009-10 NA

  • Disclosure Document Indian Oil Corporation Limited

    Page 15 of 69

    2009-10

    M/s. V. K. Dhingra & Co. Chartered Accountants

    Centre Point, 4th Floor, Room No. 440 21, Hemanta Basu Sarani, Kolkata 700001 West Bengal

    2007-08 2010-11 Being a Government Company, IndianOils auditors are appointed by the Comptroller & Auditor General of India for each financial year

    M/s. PKF Sridhar & Santhanam Chartered Accountants

    KRD Gee Gee Crystal, 7th floor, 91-92, Dr. Radhakrishnan Salai, Mylapore Chennai 600 004,

    2009-10 2010-11

    M/s. B.M.Chatrath & Co.

    Chartered Accountants Centre Point, 4th Floor, Room No. 440 21, Hemanta Basu Sarani, Kolkata 700001 West Bengal

    2009-10 NA

  • Disclosure Document Indian Oil Corporation Limited

    Page 16 of 69

    VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 1. OVERVIEW

    Indian Oil Corporation Limited is the largest downstream oil company in India. The Company is a major diversified, transnational, integrated energy company that plays a major role in Indias oil security and public distribution. The Company, which was formed through the merger of Indian Refineries Ltd. and Indian Oil Company Ltd. in 1964 is the largest commercial enterprise in India today with turnover of Rs. 4,09,957 crore and profits of Rs. 3955 crore for the year 2011-12. The profit before exceptional item was Rs.11,663 crore. IndianOil has operations in three primary segments: (i) Refining; (ii) Marketing; and (iii) Pipelines. IndianOils operations are supported by a full-fledged Research and Development Center (the R&D Center) at Faridabad. Additionally, IndianOil has diversified its operations into related business areas such as petrochemicals, gas and renewable energy.

    In addition to being the largest commercial enterprise in India, IndianOil is also highly ranked internationally. In 2012, the Company was ranked #83 in Fortunes listing of the Worlds 500 Largest Companies, the highest ranked Indian corporate in that list.

    The Government of India is the largest shareholder in the Company. At 31

    st March 2012, the Government held

    78.92% of the Companys shares. In 1997, the Government of India identified nine public sector undertakings, including IndianOil, as its Navratnas or nine jewels. These nine public sector companies enjoy the complete backing and support of the Government and have been entrusted with greater autonomy and delegation to ensure the smooth and profitable running of their businesses. In 2010, the Company was awarded Maharatna status by the Government.

    As Indias flagship national oil company, IndianOil account for approximately 46% of the domestic petroleum products market, approximately 31% of the national refining capacity and approximately 63% of downstream liquid pipeline capacity as on 31

    st March 2012. During FY 2011-12, the IndianOil sold 75.661 million metric tons (MMT) of

    petroleum products, gas, petrochemicals etc, including 4.291 MMT through exports. Along with its subsidiaries, IndianOil controls 10 of Indias 22 refineries which had a combined refining capacity of 65.7 MMT per annum (MMTPA) (1.3 million barrels per day) as on 31

    st March 2012.

    As the leading company in the downstream sector in India, IndianOil supplies petroleum products to millions through its countrywide network of over 37,000 sales points. In the retail market, IndianOil, operates both, the largest and widest network of petrol and diesel stations in the country, numbering over 20,500. IndianOil is also responsible for the distribution of its Indane cooking gas to over millions of customers through a network of 5,934 distributors. Through its aviation services department, the Company commands around 64% market share in the domestic aviation fuel market, meeting the fuel needs of domestic and international flag carriers, private airlines and the Indian defense services. IndianOil also enjoys a dominant share of the bulk consumer business, including that of the Indian Railways, State transport undertakings, industrial, agricultural and marine sectors. IndianOil maintains local currency long- term debt ratings of AAA from Indian rating agencies such as IRRPL, CARE, ICRA & CRISIL. The Company also maintains foreign currency ratings of Baa3 by Moodys Investor Service and BBB- by FITCH Ratings. OWNERSHIP

    IndianOil is a Government Company under Section 617 of the Companies Act, 1956. From the date of its incorporation i.e. 30th June, 1959 till October 1994, almost the entire share capital was held by President of India with only 0.12% capital held by the Government of Gujarat. In June 1994, IndianOil split the face value of its shares from Rs. 1000/- per share to Rs. 10/- per share. Since then, IndianOil has issued bonus shares four times and Government has divested its equity holding in IndianOil twice. Presently, the paid up equity held by the Government of India is 78.92% (comprising of 1916155710 equity shares out of total 2427952482 equity shares). Balance 21.08% is held by Institutional Investors and Public.

  • Disclosure Document Indian Oil Corporation Limited

    Page 17 of 69

    DIVISIONS

    Refineries Division controls eight refineries

    Head Office SCOPE Complex, Core-2 7, Institutional Area, Lodhi Road New Delhi -110003

    These eight refineries are located at:

    Barauni

    Digboi

    Koyali

    Guwahati

    Haldia

    Mathura

    Panipat

    Bongaigaon

    Marketing Division

    Head Office G-9, Ali Yavar Jung Marg Bandra (East), Mumbai -400 051

    Geographical division of marketing operations:

    Northern Region

    Eastern Region

    Western Region

    Southern Region

    R&D Division

    R&D Centre Sector 13 Faridabad -121 007 (Haryana)

    Pipelines Division

    Head Office A-1 Udyog Marg, Sector-1, Noida-201301

    Geographical division of pipelines operations:

    Northern Region

    Eastern Region

    Western Region

    Southern Region

    IBP Division formed upon merger of IBP Co. Ltd. with IndianOil

    Commerce Centre, 2nd Floor, 78 Tardeo Road, Mumbai 400034

    Refining

    The installed capacity of refineries is as under: (MMTPA)

    Digboi 0.65

    Guwahati 1.0

    Barauni 6.0

    Koyali 13.7

    Haldia 7.5

    Mathura 8.0

    Panipat 15.0

    Bongaigaon 2.35

    Sub-Total 54.2

    CPCL Chennai 10.5

    CPCL Cauveri Basin 1.0

    Sub-Total 11.5

    Group Total 65.7

    (MMTPA Million metric tonnes per annum)

  • Disclosure Document Indian Oil Corporation Limited

    Page 18 of 69

    IndianOils refineries are strategically located throughout India, with two in northern India (Panipat and Mathura) where Indias industrial and agricultural activities are heavily concentrated. These activities consume a large volume of petroleum products as a source of energy for production facilities. Accordingly, IndianOil believes that the strategic locations of its refineries in northern India provides advantage over its competitors in terms of transportation time and costs. Each of IndianOils refineries has a varying refining capacity and the flexibility to switch between various production processes and grades of crude oils with varying gravity and sulphur specifications, thus allowing IndianOil to purchase crude oil from a wide group of suppliers and maximise profitability. Each refinery is a cracking refinery with high or moderate conversion capacity and its processes include atmospheric and vacuum distillation, visbreaking, catalytic reforming, catalytic cracking, diesel hydrogen treatment, hydrogen generation, sulphur recovery, alkylation and MTBE synthesis. The refineries produce three principal categories of products: (i) refined petroleum products such as high speed diesel, jet fuel, SKO, light petroleum gas, gasoline, bitumen, heavy fuel oil and naphtha, (ii) petrochemical products such as LAB, Px/PTA, MTBE, MEG/DEG, polymer and (iii) other products such as lubricants and greases

    Over the last three financial years, IndianOils operational efficiency of refineries has improved. The crude oil throughput of the Companys refineries had increased from 50.696 MMT for the year ended 31 March 2010 to 55.621 MMT for the year ended 31 March 2012. In addition, the distillate yield had improved from 75.30 per cent. for the year ended 31 March 2010 to 77.80 per cent. for the year ended 31 March 2012. Pipelines

    IndianOil owns and operates the largest network of crude oil and petroleum product pipelines in India. It owns 62.8% of Indias downstream liquid oil pipelines. This gives the company the advantage of access to the least cost mode of transportation. The pipeline network as on March 31, 2012 covers 10,777 km with a delivery capacity of 75.76 MMTPA. The network includes 6,401 km of product pipelines with a delivery capacity of 35.36 MMTPA and 4,376 km of crude oil feedstock pipelines with a delivery capacity of approximately 40.40 MMTPA. In addition, IndianOil has 132 km of gas pipeline with a capacity of 10 MMSCMD. The capacity utilization of the Companys pipelines has been over 90% during the last three fiscal years i.e. 2009-10, 2010-11 and 2011-12. Marketing

    IndianOil has one of the largest petroleum marketing and distribution networks in Asia and the largest petrol and diesel station network in India., with over 37,000 marketing touch points as on 31st March 2012. Its ubiquitous petrol/diesel stations are located across different terrains and regions of the Indian sub-continent. From the icy heights of the Himalayas to the sun-soaked shores of Kerala, from Kutch on Indias western tip to Kohima in the verdant North East, IndianOil is truly in every heart, in every part. IndianOils vast marketing infrastructure of petrol/diesel stations, Indane (LPG) distributorships, SERVO lubricants & greases outlets and large volume consumer pumps are backed by bulk storage terminals and installations, inland depots, aviation fuel stations, LPG bottling plants and lube blending plants amongst others:

    Aviation Fuel Stations (Nos.) 96

    Terminals/Depots (Nos.) 139

    LPG bottling plants (Nos.) 89

    LPG Distributors (Nos.) 5,934

    Consumer Pumps (Nos.) 6,218

    Retail Network

    Retail Outlets (Nos.) 20,575

    Kerosene/Light Diesel Oil Dealers (Nos.) 3,954

    The sales to domestic customers which are broadly categorised into (i) bulk consumers and (ii) retail customers. Bulk consumer sales are, in general, direct sales made to Government-owned entities and private companies. Retail sales are sales made to customers through the Issuers retail outlets and dealer distribution networks. IndianOil sells its refined petroleum products directly to its institutional customers through its distribution network, which comprises of 16 state offices and 106 (Retail-70, Consumer-36) divisional offices located at key centres around the country. Research & Development

    R&D is an integral part of the Issuers overall operations. IndianOil conducts its R&D activities at its facility (the R&D Centre) in Haryana. Covering approximately 263,046 square metres, the R&D Centre employs 437 technicians, of whom 336 hold advanced degrees, to develop a number of products, processes and technologies that complement the Issuers business strategy. In recent years, the Companys R&D Centre has made the following advances:

  • Disclosure Document Indian Oil Corporation Limited

    Page 19 of 69

    Products

    INDMAX - INDMAX is a technology developed by IndianOils R&D division for maximisation of LPG and light distillates from refinery residue. IndianOil aims to install a 4.00 MMTPA INDMAX unit as a part of the 15.00 MMTPA refinery complex at Paradip by 2013.

    Needle Coke - IndianOil is one of three companies in the world that possess the technology to make high value needle coke for application in graphite electrodes for steel-making. The technology was developed in 2003. The technology has been commercialised in Bongaigaon and Guwahati Refineries and licensed to Numaligarh Refineries Limited.

    IndianOils R&D Division, jointly with EIL, licensed and commercialized a grass-root 1.2 MMTPA DHDT (Diesel Hydrotreating) unit to Bongaigaon Refinery for producing diesel which meets Bharat Stage-IV specifications. The unit is running smoothly.

    IndianOils R&D Division, jointly with EIL, provided the technology know-how for retrofitting existing xylene isomerisation unit of Bongaigaon Refinery to light naphtha isomerisation unit (0.154 MMTPA) for producing Euro-III/IV Motor Sprit. The unit is running smoothly.

    IndianOils R&D department continues to provide significant support to IndianOils refineries in product quality improvement, evaluation of catalysts and additives, health assessment of catalysts, material failure analysis, troubleshooting and in improving overall efficiency of operations. Petrochemicals

    Petrochemicals have been identified as a prime driver of future growth by IndianOil. These projects utilise product streams from the existing refineries of IndianOil, thereby achieving better exploitation of the hydrocarbon value chain. Beginning with a low-investment, high-value projects such as Methyl Tertiary Butyl Ether (MTBE) and Butene-1 at Gujarat Refinery, Vadodara, IndianOil has set up a world-scale Linear Alkyl Benzene (LAB) plant at Gujarat Refinery, an integrated Paraxylene/Purified Terephthalic Acid (PX/PTA) plant and Naphtha Cracker Complex at Panipat. LAB (Linear Alkyl Benzene)

    The year 2004-05 marked IndianOils big-ticket entry into petrochemicals with the commissioning of the countrys largest Linear Alkyl Benzene (LAB) plant at Gujarat Refinery in August 2004. It is also the largest grassroots single train Kerosene-to-LAB unit in the world, with an installed capacity of 1,20,000 metric tonnes per annum (MTPA). Currently, two grades of LAB high molecular weight and low molecular weight are being produced. The quality of the LAB produced here has found wide acceptance in the domestic as well as in overseas markets. Built at a cost of Rs. 1,248 crore and commissioned in a record 24 months time, the plant produces superior quality LAB for manufacturing environment-friendly biodegradable detergents, using state-of-the-art Detal technology from M/s UOP, USA. The key raw materials for the plant, catering to domestic as well as export market requirements meeting the latest and most stringent quality standards, are Kerosene and Benzene produced at Gujarat Refinery. The LAB unit achieved over 100% capacity utilisation in the year 2007-2008. The product has been successfully marketed within India, attaining a significant market share, and has also been exported. For the year ended March 31, 2012 IndianOil sold 100 TMT of LAB. PX/PTA (Paraxylene / Purified Terephthalic Acid)

    The PX/PTA project marks IndianOils major step towards forward integration in the hydrocarbon value chain by manufacturing Paraxylene (PX) from Naphtha and thereafter, converting it into Purified Terephthalic Acid (PTA). The integrated Paraxylene/Purified Terephthallic Acid (PX/PTA) complex was built at a cost of Rs. 5,104 crore within the Panipat Refinery in Haryana and commenced commercial production since June 2006. The PTA Plant is the single largest unit in India with a world-scale capacity of 5,53,000 MTPA, achieving economy of scale. The process package for the PTA plant was prepared by erstwhile M/s Dupont, UK (now M/s. Invista) and that of the Paraxylene Unit was prepared by M/s UOP, USA. M/s EIL and M/s Toyo Engineering were the Project Management Consultants (PMC) for executing the PTA and PX respectively. The Paraxylene plant is designed to process 5,00,000 MTPA of heart-cut Naphtha to produce about 3,60,000 MTPA of PX. Naphtha is sourced from IndianOils Panipat and Mathura refineries, for which Naphtha splitter units are set up at the respective refineries. The PTA unit produces 5,53,000 MTPA of Purified Terephthalic Acid from Paraxylene. Technologically, the plant is one of the most advanced in the country. For the year ended March 31, 2012 IndianOil sold 542 TMT of Px/PTA.

  • Disclosure Document Indian Oil Corporation Limited

    Page 20 of 69

    Naphtha Cracker

    The Naphtha Cracker and downstream polymer units commissioned at Panipat at a cost of Rs. 14,440 crore in March 2010. The Naphtha Cracker unit is designed to produce 857,000 tonnes per annum of Ethylene and 600,000 tonnes per annum of Propylene, based on which other downstream polymer units are being designed to produce Linear Low Density Polyethylene (LLDPE), High Density Polyethylene (HDPE), Polypropylene (PP), Butadiene and the speciality chemical Mono Ethylene Glycol (MEG). The capacities of the Naphtha Cracker and polymer units are kept at world-class level, with the products ranging from commodity to niche grades. IndianOil Board is setting up a Styrene Butadiene Rubber plant at Panipat based on Butadiene availability from the Panipat Naphtha Cracker complex. For the year ended March 31, 2012 IndianOil sold 897 TMT of Polymers/MEG/DEG/TEG in domestic market. Gas

    IndianOil is currently in the process of expanding its customer base. IndianOil has sold 1.72 MMT of LNG and with a turnover of Rs.4059 crore during the year ended March 31, 2012 as compared to 1.64 MMT and Rs.28.30 billion for the year ended March 31, 2011. Furthermore, IndianOils joint venture company with GAIL, Green Gas Limited, has been operating a City Gas Distribution (CGD) network in Agra and Lucknow. In the fiscal year 2008, IndianOil successfully implemented the technology innovation project LNG at Doorstep which enabled the supply of natural gas to consumers not connected with pipelines. LNG at Door Step involves making LNG available to the end users through cryogenic road transportation system, storage in cryogenic holding tanks and its application by on-site re-gasification through vaporizers without external energy. IndianOil is currently implementing LNG Import Storage and Regasification Terminal of 5 MMTPA capacity with provision for future expansion to 10 MMTPA at Ennore near Chennai which is targeted for completion during 2015-16. BIOFUELS Chhattisgarh Project

    In February 2009, IndianOil formed a subsidiary company, ICBL (IndianOil-CREDA Biofuels Ltd) with the Chhattisgarh Renewable Development Authority (CREDA) to engage in the production of biodiesel by undertaking energy crop plantation (Jatropha) on 30,000 hectares of revenue wasteland in Chhattisgarh. A total 5,889 hectares of wasteland has been brought under Jatropha curcas plantation till March 2012. Maintenance activities are being undertaken for the plantations. Field trials for development of high yielding varieties of Jatropha are also in progress. Madhya Pradesh (MP) Project

    In 2008, IndianOil was allotted 2,000 hectares of wasteland in Jhabua district of Madhya Pradesh. Subsequently, the Jhabua Pilot Plantation project was initiated on 600 hectares. Over 290 hectares of wasteland has been brought under Jatropha curcas plantation. Uttar Pradesh (UP) Project

    In December 2008, IndianOil signed a memorandum of understanding with Ruchi Soya Industries Limited (RSIL) to jointly establish a model biodiesel chain from raising saplings through nurseries, the plantation of energy crop, production of crude vegetable oil to blending & marketing of the biodiesel to retail and commercial consumers in Uttar Pradesh. IndianOil formed a limited liability partnership with RSIL in May 2010 with the objective of undertaking plantations on 50,000 hectares of Panchayat and private wastelands and commenced plantations in the same financial year. A total 1,670 hectares of wasteland has been brought under Jatropha curcas plantation. The project is supported by the state government of Uttar Pradesh through its Jeevan Jyoti Scheme based on MNREGS (Mahatma Gandhi National Rural Employment Guarantee Scheme). Renewable Energy Wind Energy: Companys first 21 MW wind power project has been operating successfully in Gujarat since January

    2009. The second plant of 48.3 MW has been partly commissioned with 27.3 MW under operation and the remaining 21 MW under construction in Andhra Pradesh. The Issuer is considering further investment in wind power. Solar Energy: IOCL has put up 5 MW solar power plant in Rajasthan under Jawaharlal Nehru National Solar Mission

    of Ministry of New & Renewable Energy. The plant became operational on 2 February 2012 and its current generation is in the range of 20,000 to 25,000 kWh per day. Solar plants at ROs/Offices: Company has over 110 off-grid solar power plants at its retail outlets (ROs). The

    objective of putting up these plants is to replace diesel with solar power for power generation.

  • Disclosure Document Indian Oil Corporation Limited

    Page 21 of 69

    Nuclear Energy

    A joint venture company, NPCIL IndianOil Nuclear Energy Corp Ltd, has been formed with Nuclear Power Corporation of India on 6 April 2011. The Companys Board has approved 26 per cent. (Rs. 961 crore ) equity participation in two 700 MW power plants at Rawatbhatta, Rajasthan. The civil work at both reactors has already started. The first and the second reactors are scheduled to be completed by the end of December 2016.

    E & P

    India is a net importer of crude oil, which is Indias single largest import item. The oil and gas industry in India has traditionally been, and continues to be, dominated by public sector companies. In order to encourage growth of the domestic E&P sector, India introduced a competitive international bidding process called the New Exploration Licensing Policy (NELP). The first round of NELP was conducted in 1999 and the ninth round was launched in October 2010. Under NELP, the Government auctions domestic on-land, offshore and deep-water exploration blocks. Companies can bid for blocks either individually or in association with others through an incorporated or unincorporated joint venture. Unlike previous allocation policies, under NELP, E&P companies from the private and the public sector are treated equally and the new acreage is determined by a bidding process. Prior to the introduction of NELP, crude oil and natural gas produced by private sector companies was required to be marketed and transported through public sector entities. However, under NELP, private sector companies are free to sell their shares of crude oil and natural gas in the domestic market. IndianOil started its E&P business in 1995. As of date, the Company is engaged in active exploration activities in 13 domestic blocks (including 2 coal bed methane blocks) and 10 overseas acreages. IndianOil conducts a substantial portion of its E&P activities in partnership or joint ventures with international and domestic oil and gas companies. As of 31

    st March13, the Company had working interests ranging from 3.50 per cent. to 100.00 per cent. in 13 Indian and

    10 overseas E&P projects. Amongst these 23 projects, 2 are under production, 7 are discovery assets of which 2 assets are under appraisal, 8 are in exploration phase, 2 are coal bed methane blocks and 4 are awaiting relinquishment. IndianOil operates two on-land projects, presently under Exploration phase and the remaining projects are operated by its experienced upstream partners. MAJOR PROJECTS

    IndianOil continues to lay emphasis on infrastructure development. Towards this end, a number of schemes have been initiated with increasing emphasis on project execution in compressed schedules as per world benchmarking standards. Schemes for improvement and increased profitability through debottlenecking/ modifications/ introduction of value added products are being taken up in addition to grassroots facilities. Project systems have been streamlined in line with ISO standards. Major ongoing projects are as follows:

    Sl. No.

    Project Anticipated Cost (Rs in crore)

    Source of funding as per DFR : Debt/Equity Ratio

    1 Grassroot refinery in Eastern India (Paradip Refinery) 29777 1.5:1

    2 FCC Revamp at Mathura 1000 1:1

    3 Butadiene Extraction Unit (BDEU) at Panipat 342 1.5:1

    4 Paradip-Raipur-Ranchi product pipeline 1793 1.5:1

    5 Debottlenecking of SMPL system 1584 1:1

    6 Paradip Haldia Durgapur LPG pipeline with branch line to Budge Budge & Kalyani

    913 1:1

    IOCL plans to finance the project cost through internal accruals and the balance through a mix of forex and rupee borrowings depending upon the market conditions. We plan to borrow around US$ 750 million per year through ECBs under the automatic route and tap the domestic bond markets for rupee borrowings. Impact of Government control over prices of certain refined petroleum products

    Since 2002, the Government has controlled the prices of HSD, SKO (Public Distribution System), LPG (Domestic) and MS (until June 2010) (Controlled Products), which at times were lower than the Companys cost of sales. As a result, IndianOil incurs gross losses from time to time from the sale of the Controlled Products. To compensate for the losses that may otherwise be incurred by public sector marketing companies, including IndianOil from sale of the Controlled Products, the Government provides certain subsidies. Historically, the Government has supported Public Sector OMCs by providing them with compensation in the following forms:

  • Disclosure Document Indian Oil Corporation Limited

    Page 22 of 69

    cash;

    discounts from public sector upstream companies;

    issuance of oil bonds;

    moderation of duty structure; and

    discounts from refining companies. The amount of compensation is adjusted by the Government from time to time depending on prevailing market conditions and taking into account international crude oil prices, total amount of potential loss of OMCs, gross revenues of OMCs and the level of margin earned by upstream companies during the relevant period. The compensation for any financial year is generally finalised by the Government at the end of the concerned financial year and therefore OMCs generally declare losses on quarterly closing of books of accounts. The following table provides certain details relating to the impact of the Governments control for the periods indicated.

    (Rs. in crore)

    Particulars 2008-09 2009-10 2010-11 2011-12 Apr-Dec12

    Gross Under- Recovery 58593 25879 43112 75469 67,123

    Discount from public sector upstream companies 18210 7548 16704 29961 24,327

    Oil Bonds /Cash from the Government 40383 15172 22605 45486 29,569

    Net Loss suffered by IndianOil 0 3159 3803 22 13,227

    Recent Initiatives by the Government of India

    To overcome the financial burden caused to OMCs due to increasing under-recoveries, Government has come up with various initiatives such as:

    Direct Cash Transfer of Subsidy - For this purpose, Government constituted a task force in February, 2011 to

    recommend and implement a solution for direct transfer of subsidies on PDS Kerosene and Domestic LPG to the intended beneficiaries in their Bank accounts with the use of Aadhaar Card.

    Government launched pilot studies in Mysore (Karnataka) for direct transfer of cash subsidies of Domestic LPG

    and in Alwar District of Rajasthan for Direct Cash Transfer of Subsidy on SKO (PDS). The Scheme is proposed to be implemented for LPG (Domestic) in 51 districts during the year 2013. Successful implementation of this scheme may help OMCs in reducing its under-recovery.

    Limit on Subsidized LPG Cylinders to 9 cylinders per annum- MOP&NG on 13th September 2012 restricted

    the supply of subsidized LPG cylinders to each consumer to 6 cylinders (of 14.2 kg) per annum. This limit was revised upwards to 9 cylinders per annum as on 18 January13. The number of subsidized LPG cylinders available to each consumer for current financial year (w.e.f 14 Sept12 - 31 Mar13) was restricted to 5 cylinders. Beyond the cap of nine cylinders per financial year, domestic consumers shall get cylinders at market rate.

    Deregulation of Bulk sale of diesel - MOP&NG on 18th January 2013 directed OMCs to sell diesel to

    consumers taking bulk supply directly from the installations of OMCs at non-subsidised market determined price.

    Monthly increase in selling price of Retail Diesel As directed by MoPNG on 17th January'13, Oil Marketing

    Companies are allowed to increase the prices of retail HSD in the range of 40 paisa to 50 paisa per litre per month (excluding VAT). Going forward, the Prices were increased by Rs. 0.45/litre (Excluding taxes) w.e.f. 18th Januray'13 and 16th February'13 and 22nd March'13.

    Past arrears of UP Entry Tax - MOPNG has allowed PSU OMCs to increase the selling price of petroleum products in UP to recover the past dues on account of entry tax on crude oil in the state of Uttar Pradesh as additional State Specific Cost (SSC) during the next three years. Accordingly, IOC shall be able to recover around Rs.4500 crore on account of past dues of entry tax over a three year period.

    SUBSIDIARIES OF THE ISSUER

    a. Lanka IOC PLC (LIOC)

    IndianOil owns 75.11% of the ordinary share capital of LIOC. LIOC is the only oil company other than the state-owned CPC that operates retail petrol stations in Sri Lanka. LIOCs main business activities include (i) retail marketing of petroleum products; (ii) provision of bulk supply of petrol, diesel and lubricants to industrial consumers, (iii) provision of bunker oils to shipping vessels and (iv) provision for supply of packed bitumen in Sri Lanka.

  • Disclosure Document Indian Oil Corporation Limited

    Page 23 of 69

    b. IndianOil (Mauritius) Ltd.

    IOML is IndianOils wholly owned subsidiary in Mauritius. Over the years, IOML has set up a broad marketing infrastructure which includes (a) modern, ISO certified, automated petroleum storage terminal with a 24,000.00 MT capacity at Mer Rouge to serve as the supply base of petroleum products; (b) ISO certified fuel testing laboratory; (c) bunkering pipelines on quays at the port as well as supply through hired barge in the high seas; and (d) retail outlets in the country.

    c. Chennai Petroleum Corporation Ltd.

    CPCL was formed as a joint venture in 1965 between the Government of India, AMOCO India Inc. and National Iranian Oil Company with an installed capacity of 2.50 MMTPA. In 1985, AMOCO India Inc. disinvested in favour of the Government. Subsequent disinvestments by the Government and a public issue of shares by CPCL in 1994 resulted in a further decrease in the Governments stake to 51.89 per cent. As a part of the restructuring scheme by the Government, IndianOil acquired the Governments entire equity stake in CPCL in the fiscal year 2001. Currently, IndianOil holds 51.89 per cent. and Naftiran Intertrade Co. Ltd. holds 15.40 per cent., with the remainder of the equity share capital being held by v

Click here to load reader

Reader Image
Embed Size (px)
Recommended