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Page 1: INDIAN OIL CORPORATION LIMITED - Bombay Stock … Document Indian Oil Corporation Limited

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

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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

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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

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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

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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.

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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 Issuer‟s 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.

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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

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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

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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

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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

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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

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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.

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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 Nene‟s name is appearing in the RBI‟s 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.

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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

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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, IndianOil‟s 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, IndianOil‟s 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

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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, IndianOil‟s 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

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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 India‟s 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. IndianOil‟s 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 Fortune‟s listing of the World‟s 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 Company‟s 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 India‟s 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 India‟s 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 Moody‟s 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.

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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)

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IndianOil‟s refineries are strategically located throughout India, with two in northern India (Panipat and Mathura) where India‟s 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 IndianOil‟s 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, IndianOil‟s operational efficiency of refineries has improved. The crude oil throughput of the Company‟s 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 India‟s 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 Company‟s 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 India‟s western tip to Kohima in the verdant North East, IndianOil is truly „in every heart, in every part‟. IndianOil‟s 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 Issuer‟s 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 Issuer‟s 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 Issuer‟s business strategy. In recent years, the Company‟s R&D Centre has made the following advances:

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Products

INDMAX - INDMAX is a technology developed by IndianOil‟s 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.

IndianOil‟s 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.

IndianOil‟s 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.

IndianOil‟s R&D department continues to provide significant support to IndianOil‟s 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 IndianOil‟s big-ticket entry into petrochemicals with the commissioning of the country‟s 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 IndianOil‟s 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 IndianOil‟s 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.

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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, IndianOil‟s 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: Company‟s 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.

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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 Company‟s 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 India‟s 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 March‟13, 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 Company‟s 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:

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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 Government‟s control for the periods indicated.

(Rs. in crore)

Particulars 2008-09 2009-10 2010-11 2011-12 Apr-Dec‟12

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 January‟13. The number of subsidized LPG cylinders available to each consumer for current financial year (w.e.f 14 Sept‟12 - 31 Mar‟13) 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. LIOC‟s 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.

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b. IndianOil (Mauritius) Ltd.

IOML is IndianOil‟s 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 Government‟s stake to 51.89 per cent. As a part of the restructuring scheme by the Government, IndianOil acquired the Government‟s 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 various institutions and the public. CPCL has two refineries, one in Manali, Chennai (the Chennai Refinery) and the other in Cauvery Basin at Narimanam (the Cauvery Basin Refinery). The Chennai refinery had a refining capacity of 10.50 MMTPA and the Cauvery Basin refinery had a refining capacity of 1.00 MMTPA as of 30 June 2012.

d. IOC Middle East FZE

IOC Middle East FZE is the wholly owned subsidiary in Dubai. The core business of IOC Middle East Dubai is in the marketing of lubricants with a view towards expanding the business to petroleum products in the future.

e. IndianOil-CREDA Biofuels Limited

IndianOil owns 74.00 per cent. of the ordinary share capital of ICBL with the remaining share owed by Chhattisgarh Renewable Development Agency. ICBL was incorporated on 6 February 2009 and engages in plantation activities for Jatropa from which ICBL intends to manufacture bio-diesel.

f. IOC Sweden AB

IOC Sweden AB is a wholly owned subsidiary of the Issuer and was incorporated in Sweden in 2010 to promote and facilitate overseas E&P investments. At present, it holds a 3.5 per cent. stake in Carabobo Heavy Oil project along with five other international oil companies. The Carabobo Project is expected to produce and upgrade 3 billion barrels over the project life of 25 years.

g. IOCL (USA) Inc.

IOCL USA Inc is the wholly owned subsidiary of IOCL in USA. The subsidiary was opened in 2012 to invest in shale gas projects in USA. At present, IOCL USA Inc. has purchased 10% stake in Carrizo Oil & Gas Inc., USA (Carrizo)‟s producing Niobrara shale oil/condensate asset, having net 61,500 acres in Weld, Morgan and Adams Counties in the State of Colorado, USA. The asset has been estimated to have ~40 MMboe gross reserves.

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JOINT VENTURES

The Company has entered into a number of joint venture for various businesses opportunities. The following table sets out certain details relating to the major joint ventures as of 31

st March 2013:

Name Business Activity IOCL‟s Share

Avi-Oil India Pvt. Ltd. To blend, manufacture and sell synthetic, semi-synthetic and mineral based lubricating oils, greases and hydraulic fluids, related products and specialties for defence and civil aviation uses

25%

IOT Infrastructure & Energy Services Ltd.

To build and operate terminal services for petroleum products 47.92%

Lubrizol India Pvt Ltd. To manufacture and market chemicals for use as additives in fuels, lubricants and greases

50%

IndianOil Petronas Pvt. Ltd.

To construct and import facilities for LPG import at Haldia and to engage in parallel marketing of LPG

50%

Petronet LNG Ltd. Development of facilities for import and regasification of LNG at Dahej and Kochi

12.5%

Petronet India Ltd. To implement petroleum products, pipeline projects through Special Purpose Vehicles

18%

IndianOil Panipat Power Consortium Ltd.

To build and operate its own power generation plant at Panipat utilising Pet coke from Panipat Refinery

50%

Green Gas Ltd. Gas distribution in Lucknow and Agra 25%

Indo Cat Pvt. Ltd. Manufacturing & marketing of FCC catalysts and additives. 50%

IndianOil Sky Tanking Ltd.

Design, finance, construct, operate & maintain aviation fuel facility projects

33.33%

Delhi Aviation Fuel Facility Pvt. Ltd.

For designing, developing, construction, operation, management, maintenance and transfer of Aviation Fuel Facility at IGI Airport, Delhi

37%

Indian Synthetic Rubber Ltd. (ISRL)

Implementation of Styrene Butadiene Rubber Project at Panipat 50%

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2. CORPORATE STRUCTURE

Mr. Ranbir Singh Butola Chairman

Board of Directors

Mr. Sudhir Bhalla Director (HR)

Mr. Akhauri Manoj Kumar Sinha Director (P&BD)

Dr. Ravinder Kumar Malhotra Director (R&D)

Mr. Rajkumar Ghosh Director (R)

Mr. Makrand Nene Director (M)

Mr. Parveen Kumar Goyal Director (Finance)

Mr. Vasudev Sitaram Okhde Director (PL)

GMs - 183

Non Officer – 19103 (56%)

Junior Management – 10008 (29%)

Middle Management – 4225 (12%)

Senior Management – 748 (2%)

ED - 82

DGMs - 483

Senior Mangers - 1286

Chief Manager - 1241

Manager - 1698

Assistant Mangers - 3422

Dy Manager - 2662

Accounts Officer - 3924

Workmen - 19103

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3. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITED YEARS

Schedule VI to Companies Act, 1956 has been revised vide MCA notification dated 30.03.2011 which is applicable for FY beginning on or after 01.04.2011 i.e. from FY 2011-12. As the financials are reported with comparative figures of previous year, figures for FY 2010-11 were also recasted/ presented in line with the requirements of Revised Schedule VI and accordingly reported in financials of FY 2011-12. However, figures for FY 2009-10 are as per Pre Revised Schedule VI to Companies Act, 1956 as was applicable then.

a. FINANCIAL PARAMETERS

i. Audited Consolidated Financials for FY 2011-12 & 2010-11 as per Revised Schedule VI to Companies Act, 1956

(` in crore)

Parameters FY 2011-12 FY 2010-11

Networth 60,373 57,575

Total Debt 80,067 57,795

of which - Non Current Maturities of Long Term Borrowing 18,310 17,342

- Short term borrowings 56,305 37,707

- Current Maturities of Long Term Borrowings 5,400 2,714

- Interest accrued and due on borrowings 52 32

Net Fixed Assets 64,562 62,631

Net Tangible Assets 63,601 61,583

Net Intangible Assets 961 1,048

Non- Current Assets (Exclusive of net fixed assets) 29,264 19,661

Cash & Cash Equivalents 822 1,538

Current Investments 13,775 15,004

Current Assets (Exclusive of Current Investments & Cash) 1,11,381 85,745

Current Liabilities (Inclusive of short term borrowings, current portion of long term borrowings & Interest)

1,32,519 1,00,024

Net Sales (Inclusive of Excise Duty) 3,88,044 3,14,621

Earnings Before Interest, Taxes, Depreciation & Amortization (Gross Profit) 22,589 18,056

Earnings Before Interest & Taxes 17,605 13,103

Exceptional Items Expenses (UP State Tax) 7,708 0

Net Interest Cost 4,047 1,395

Profit/ (Loss) After Tax 4,265 8,086

Dividend Amounts 1,276 2,349

Current Ratio 0.95 1.02

Gross Debt / Equity Ratio 1.33 1.00

ii. Audited Consolidated Financials for FY 2009-10 as per Pre-Revised Schedule VI to Companies Act, 1956

(` in crore)

Parameters FY 2009-10

Networth 52,462

Total Debt 49,472

Net Fixed Assets 45,436

Net Tangible Assets 44,938

Net Intangible Assets 497

Non Current Assets (Dismantled CA & CWIP) 22,810

Cash & Cash Equivalents 1,598

Current Assets (Exclusive of cash & cash equivalents) 63,444

Current Liabilities & Provisions 45,573

Net Sales (Inclusive of Excise Duty) 2,59,379

Earnings Before Interest, Taxes, Depreciation & Amortization (Gross Profit) 20,343

Earnings Before Interest & Taxes 16,775

Net Interest Cost -282

Profit/ (Loss) After Tax 10,999

Dividend Amounts 3,181

Current Ratio 1.43

Gross Debt / Equity Ratio 0.94

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iii. Un-audited Standalone Financials as adopted by the Board & Reviewed by the Auditors for Half Year ended 30th September 2012

(` in crore)

Parameters 30.09.2012 30.09.2011

Networth 45,041 44,128

Total Debt 90,601 73,296

of which - Non Current Maturities of Long Term Borrowing 20,434 15,078

- Short term borrowings 68,526 53,332

- Current Maturities of Long Term Borrowings 1,593 4,825

- Interest accrued and due on borrowings 48 61

Net Fixed Assets 59,174 60,017

Net Tangible Assets 58,308 59,022

Net Intangible Assets 866 995

Non Current Assets (Exclusive of net fixed assets) 31,943 21,459

Cash & Cash Equivalents 1,075 1,752

Current Investments 13,792 14,229

Current Assets (Exclusive of Current Investments & Cash) 1,04,940 84,724

Current Liabilities (Inclusive of short term borrowings & current portion of long term borrowings & Interest)

1,39,587 1,16,123

Net Sales (Inclusive of Excise Duty) 2,12,923 1,93,575

Earnings Before Interest, Taxes, Depreciation & Amortization (Gross Profit) -6,920 -6,184

Earnings Before Interest & Taxes -9,480 -8,673

Exceptional Items Expenses (UP State Tax) 0 0

Net Interest Cost 2,580 1,891

Profit/ (Loss) After Tax (12,840) (11,024)

Dividend Amounts - -

Current Ratio 0.86 0.87

Gross Debt / Equity Ratio 2.01 1.66

STANDALONE OPERATIONAL PARAMETERS

Parameters 30.09.12 FY‟12 FY‟11 FY‟10

Refinery Throughput (MMT) 26.697 55.621 52.962 50.696

Pipeline Throughput (MMT) 37.023 75.549 68.512 65.007

Sales Volume (MMT)

Domestic

- Petroleum Products 33.874 68.103 65.314 63.03

- Gas 0.88 1.723 1.638 1.683

- Petrochemicals (LAB+PX/PTA+MEG/DEG+Polymer) 0.875 1.473 0.909 0.652

- Others (Explosives) 0.038 0.071 0.071 0.058

Exports 1.621 4.291 4.988 4.497

Total sales 37.288 75.661 72.92 69.92

4. GROSS DEBT EQUITY RATIO OF THE ISSUER (standalone) (Amount ` in crore)

Particulars Pre-Issue (as on March 31, 2012)

Post Issue of Bonds of ` 1700 crore *

Total Debt 75447 77147

SHAREHOLDERS‟ FUNDS

Share Capital 2427.95 2427.95

Reserve & Surplus (Exclusive of Revaluation Reserve) 55448.75 55448.75

Net Worth 57876.7 57876.7

Gross Debt/ Equity Ratio 1.30 1.33

* after adding (i) bonds of ` 1295 crore issued in April 2012 and (2) the present bond issue of ` 1700 crore to the figures of March 31, 2012. 5. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS

The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project. The Issuer shall utilise the proceeds of the Issue for its regular business activities and other associated business objectives such as discharging existing debt obligations which were generally undertaken for business operations.

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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

1. BRIEF HISTORY OF THE ISSUER

IndianOil was incorporated on June 30, 1959 as IndianOil Company Limited. The name of the Company was changed to IndianOil Corporation Limited on September 01, 1964 upon merger of Indian Refineries Limited with the Company. Since then, the Company has vertically integrated its business and now has operations that span refining, marketing and distribution of petroleum and petrochemical products to exploration and production of oil and gas.

IndianOil along with its subsidiaries owns and operates 10 of India‟s 22 refineries with a total refining capacity of 65.70 MMTPA, accounting for 30.82% of India‟s domestic refining capacity (according to the Ministry of Petroleum and Natural Gas (MoPNG) as of 31st March 2012. IndianOil purchases crude oil which it then refines at its refineries prior to distributing the refined petroleum products to its customers through its network of product pipelines. As of 31 March 2012, IndianOil had a total pipeline network of 10,909 km which included a product pipeline network of 6,401 km, a crude pipeline network of 4,376 km and a gas pipeline network of 132 km. In addition, IndianOil had a 46 per cent. market share of petroleum products (according to Petroleum Planning & Analysis Cell for the fiscal 2011-12), operating one of the largest petroleum marketing and distribution networks in Asia and the largest petrol and diesel station networks in India. IndianOil is also engaged in other businesses, such as the manufacture of petrochemical products, E&P of crude oil and distribution of natural gas.

2. KEY MILESTONES

Year Milestone

1958 Indian Refineries Ltd. is formed. Mr. Feroze Gandhi is appointed as Chairman of the new entity. 1959 Indian Oil Company Ltd. is incorporated on 30th June with Mr. S. Nijalingappa as its first Chairman 1960 India enters into an agreement with the USSR for the supply of Superior Kerosene and High Speed

Diesel. The M.V. “Uzhgorod” docks at the Pir Pau Jetty in Mumbai carrying the first parcel of 11,390 tons of HSD

1962 India‟s Prime Minister, Pt. Jawaharlal Nehru inaugurates the Guwahati refinery

Construction of the Barauni refinery commences 1963 The initial foundation for the Gujarat refinery is laid

Indian Oil Blending Ltd. (a 50-50 joint venture between IndianOil and Mobil) is formed 1964 Indian Oil Corporation Limited is formed through the merger of Indian Refineries Ltd. and Indian Oil

Company Ltd.

The Barauni refinery is commissioned

The first petroleum product pipeline in India from Guwahati to Siliguri is commissioned 1965 Dr. S. Radhakrishnan, the President of India inaugurates the Gujarat refinery

The Barauni-Kanpur Pipeline (“BKPL”) and Koyali-Ahmedabad product Pipeline (“KAPL”) are commissioned

1967 The Haldia Baraurii Pipeline (“HBPL”) is commissioned

The Company begins its Bitumen and marine bunker businesses 1969 IndianOil undertakes the marketing of Madras Refinery products 1970 The Company acquires a majority shareholding (60%) in IBP. (Under a federal directive the

Company offloads its shareholdings in favor of the President of India in 1972) 1972 The Company‟s Research and Development Center is established at Faridabad

IndianOil launches its first indigenous lubricant, SERVO 1974 Indian Oil Blending Ltd. becomes a wholly-owned subsidiary of IndianOil 1975 The Company‟s refinery at Haldia is commissioned

IndianOil introduces multi-purpose distribution centers at 132 retail outlets, pioneering rural convenience

1976 Private petroleum companies in India are nationalized 1978 A phase-wise commissioning of the Salaya-Mathura Crude Oil Pipeline is started 1981 The Digboi refinery and Assam Oil Company‟s (“AOC”) marketing operations are assimilated into

IndianOil becoming the Company‟s Assam Oil Division (“AOD”) 1982 IndianOil‟s Mathura refinery and the Mathura-Jalandhar Pipeline (“MJPL”) are commissioned 1984 Taluka Kerosene Deposits (“TKOs”) are commissioned to ensure improved availability of kerosene in

rural and hilly areas in addition to the multi-purpose distribution centers The foreshore terminal at the Kandla Port is commissioned

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1985 An additional cooking unit at the Barauni Refinery is commissioned 1986 A new foreshore terminal commences operations at Madras 1987 IndianOil begins the test-marketing of 5 kilogram LPG cylinders in Garo Hills and Kumaon 1989 The Salaya-Mathura Pipeline is modified to handle the Bombay High Crude during the winter period 1990 The first bottling plant of AOD is commissioned 1993 The Company begins replacing the pneumatic instrumentations in its refineries with the micro-

processor based Distributed Digital Control System (“DDCS”), in a phased manner 1994 India‟s first Hydrocracker unit is commissioned at the Gujarat Refinery

IndianOil launches Vision-2000, the Retail Visual Identity program to upgrade facilities at its retail outlets

1995 The 1,443 kilometer long Kandla-Bhatinda Pipeline (“KBPL”) is commissioned partially at Sanganer 1996 A state-of-the-art LPG import terminal with a 600,000 TPA capacity at Kandla is commissioned

A one million metric ton per annum new CDU at the Haldia refinery was executed with in-house supervision

1997 The Company begins production of SERVOIII Titex Grease at the worlds first Titex plant in Vashi, Mumbai

IndianOil enters into the LNG business through a JV with Petronet LNG 1998 The Company‟s Panipat refinery is commissioned 1999 Diesel Hydrodesulphurization units are commissioned at the Company‟s Gujarat, Panipat, Mathura

and Haldia refineries 2000 IndianOil becomes the first Indian corporate to cross the Rs. 100,000 crore (1,000 billion) mark

The Jawaharlal Nehru Port Trust (“JNPT”) terminal is commissioned

The Lube Blending plant at Asoti and the Once through Hydrocracker Unit at the Mathura refinery are commissioned

IndianOil enters into the exploration and production segment with the awarding of two exploration blocks to the IndianOil and ONGC consortium under NELP-I

2001 IndianOil acquires Chennai Petroleum Corporation Ltd. and Bongaigaon Refinery & Petrochemicals Ltd.

A Fluidized Catalytic Cracker Unit at the Haldia Refinery is commissioned

The augmentation of the Kandla-Bhatinda Pipeline to 8.8 MMPTA is completed

Eight exploration blocks are awarded to an IndianOil led consortium under NELP-II

The Company in collaboration with ONGC is also awarded two coal bed methane blocks 2002 IBP Co. Ltd. is acquired with management control

The Company introduces IOC Premium and Diesel Super, its new generation auto fuels

IndianOil launches its Sri Lankan initiative through Lanka IOC Pvt. Ltd. 2003 The Company begins its retail operations in Sri Lanka making it the first Indian petroleum company to

begin downstream marketing operations in overseas markets

IndianOil launches IndianOil Technologies Ltd., a subsidiary aimed at marketing the intellectual properties of the R&D Center

2004 IndianOil Mauritius Ltd‟s 18 TMT state-of-the-art oil storage terminal at Mer Rouge is commissioned

The Company‟s R&D Center bags the prestigious National Technology Award for the successful commercialization of INDMAX technology used in the conversion of low value heavy petroleum residues into high value LPG

IndianOil‟s Rs. 1,248 crore LAB plant, the world‟s largest single train kerosene-to-LAB unit is commissioned at Gujarat. This new plant signals the Company‟s entry into the petrochemicals business

IndianOil marks its entry into the gas business. As a co-promoter of Petronet LNG Limited, the entire quantity of gas (2.52 MMSCMD) allotted to IndianOil is sold out and commercial supplies are started in April 2004

The Company‟s Sri Lankan subsidiary‟s IPO marks the largest ever equity issue on the Colombo stock exchange

2005 The IndianOil and Oil India consortium sign an Exploration and Production Sharing Agreement (“EPSA”) with the National Oil Corporation of Libya for Block No. 86 in the Sirte basin of Libya

IndianOil‟s Mathura refinery becomes the first refinery in India to attain the capability to produce entire quantities of Euro-III compliant diesel through the commissioning of its Rs. 1,046 crore Diesel Hydrotreating Unit (“DHDT”). The Mathura refinery also commissions India‟s first MS quantity upgradation unit to produce Euro-III compliant petrol

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IndianOil is the top oil trading company among national oil companies in the Asia Pacific region for

the second consecutive year

IndianOil signs a Supply Purchase Agreement (“SPA”) to procure 1.75 MMTPA LNG to be received by the last quarter of FY 2009 at the Petronet LNG Dahej terminal

2006 A 683 kilometer long product pipeline is commissioned in Southern India – the Chennai-Trichi-Madurai Product Pipeline (“CTMPL”)

Commenced the „E-enabled‟ performance management system covering 11,000 officers to carry out on-line performance planning

Commenced an on-line trading platform offered by the Clearing Corporation of India Limited for raising short-term rupee loans

2007 Marketing subsidiary IBP Co. Ltd. merged with parent company.

Concept of SERVOXpress Centres as one-stop shops for autocare services launch 2008

SERVO lubricants launched in Oman.

IndianOil Chairman elected as President of World LP Gas Association.

First LPG pipeline commissioned from Panipat to Jalandhar 2009 The 'historic amalgamation' of Bongaigaon Refinery & Petrochemicals Ltd. (BRPL) with the parent

company - IndianOil became effective from March 25, 2009. BRPL was inducted as an IndianOil Group Company on March 29, 2001.

2010 Enters into polymer business with the commissioning of Naphtha Cracker Pant at Panipat Refinery.

Awarded “Maharatna Status” by the Government of India. 2011 Enters into a new era of gas transportation by commissioning Dadri-Panipat Pipeline to supply Re-

gassified LNG to Panipat Petrochemical Complex

Wins gas pipeline bid for laying three cross country gas pipelines through joint venture companies comprising of GSPL, IOCL, BPCL & HPCL

3. CAPITAL STRUCTURE (as on 31.03.2013)

(` in crore)

Particulars Amount

1. SHARE CAPITAL

a. Authorised Equity Share Capital

6,00,00,00,000 Equity Shares of Rs. 10/- each 6000.00

b. Issued Equity Share Capital

2,42,79,52,482 Equity Shares of Rs. 10/- each 2427.95

c. Subscribed & Paid-up Equity Share Capital

2,42,79,52,482 Equity Shares of Rs. 10/- each 2427.95

4. EQUITY SHARE CAPITAL HISTORY OF THE ISSUER FOR LAST FIVE YEARS & UPTO 31.03.2013

Sl. No.

Date of Allotment

No. of Equity Shares

Face Value (in `)

Issue Price (in `)

Nature of consideration (cash, other than cash etc)

Cumulative Share Capital

No. of Equity

Shares

Equity Share Capital (in `)

Equity Share

Premium (in `)

1. 16.06.2007 24362106* 10 Nil Other than cash 1192374306 11923743060 -

2. 05.05.2009 21601935^ 10 Nil Other than cash 1213976241 12139462410 -

3. 01.11.2009 1213976241# 10 Nil Other than cash 2427952482 24279524820 -

Notes: * Shares issued upon merger of IBP Co. Ltd. (IBP) with IndianOil. ^ Shares issued upon merger of Bongaigaon Refinery & Petrochemicals Ltd. (BRPL) with IndianOil. #. Bonus Shares in the ratio of 1:1.

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5. CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST FIVE YEARS & UPTO 31.03.2013

Particulars of change Amount (in `) Date of change (AGM/ EGM)

- 1168,01,22,000 As on 31.03.2007

24362106 nos. of equity shares of Rs. 10/- each issued to shareholders of IBP in the swap ratio of 110:100 upon merger with IndianOil

1192,37,43,060 16.06.2007 (date of allotment)

- 1192,37,43,060 As on 31.03.2008

- 1192,37,43,060 As on 31.03.2009

21601935 nos. of equity shares of Rs. 10/- each issued to shareholders of BRPL. in the swap ratio of 4:37 upon merger with IndianOil

1213,97,62,410 05.05.2009 (date of allotment)

1213976241 equity shares of Rs. 10/- each issued as Bonus Shares in the ratio of 1:1

2427,95,24,820 01.11.2009 (date of allotment)

- 2427,95,24,820 As on 31.03.2010

- 2427,95,24,820 As on 31.03.2011

- 2427,95,24,820 As on 31.03.2012

- 2427,95,24,820 As on 31.03.2013

6. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR

None

7. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR

Type of Event Date of Announcement Date of Completion Details

None None None None

8. SHAREHOLDING PATTERN OF THE ISSUER AS ON 31.03.2013

Sr. No.

Category Total No. of Shares

No. of Shares in demat form

Total Shareholding as a %age of Total No. of

Shares

1 President of India 1,91,61,55,710 1,91,61,55,710 78.92

2 Governor of Gujarat 27,00,000 - 0.11

3 PSU Company : ONGC 21,29,06,190 21,29,06,190 8.77

4 Public 6,81,35,638 5,75,81,829 2.81

5 Bodies Corporate 1,27,40,569 1,27,16,005 0.52

7 Foreign Institutional Investors 4,62,63,539 4,62,63,539 1.91

8 Foreign Nationals 456 456 0.00

9 Indian Financial Institutions/ Banks 82,26,283 82,13,495 0.34

10 Indian Mutual Funds 1,63,23,705 1,63,17,711 0.67

11 Insurance Companies 8,46,58,441 8,46,57,141 3.49

12 Trust 5,87,44,434 5,87,44,434 2.42

13 Non Resident Indians 9,54,667 8,44,441 0.04

14 Clearing Members NSDL / CDSL 1,02,404 1,02,404 0.00

15 Custodian of Enemy Property 40,446 - 0.00

TOTAL 2,42,79,52,482 2,41,45,03,355 100

Note: The promoters have not pledged or encumbered by their shareholding in the Issuer Company.

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9. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER

(as on 31.03.2013)

Sr. No.

Name of Shareholder Total No. of Equity Shares held

Total Shareholding as a %age of Total No. of

Equity Shares

1. President of India 1916155710 78.92

2. Oil and Natural Gas Corporation Limited 212906190 8.77

3. Life Insurance Corporation of India 69544401 2.86

4. IOC Shares Trust 58279614 2.40

5. Government Pension Fund Global 8100713 0.33

6. General Insurance Corporation of India 7056495 0.29

7. Vanguard Emerging Markets Stock Index Fund, Aserie 6462715 0.27

8. HDFC Trustee Company Limited-HDFC Equity Fund 5441990 0.22

9. ICICI Prudential Life Insurance Company Ltd 3003702 0.12

10. LIC of India Market Plus 1 Growth Fund 2924070 0.12

TOTAL 2289875600 94.31

10. PROMOTER HOLDING IN THE ISSUER

(as on 31.03.2013)

Sr. No.

Name of Shareholder Total No. of Equity Shares

held

No. of Equity Shares held in

demat form

Total shareholding as a %age of

Total No. of Equity Shares

No of Equity

Shares Pledged

% of Equity Shares

pledged with respect to

shares owned

1. President of India 191,61,55,710 191,61,55,710 78.92% Nil Nil

11. BORROWINGS OF THE ISSUER (as on 31.12.2012)

a. SECURED LOAN FACILITIES

Sr. No.

Name of Lender/ Bond Series

Type of Facility

Amount Sanctioned (Rs. in crs.)

Principal Amount

Outstanding (Rs. in crs)

Repayment Schedule

Details of assets charged as security

1. State Bank of India

Fund Based Working

Capital Limit

9,700 2130 Upto 90 days

Hypothecation of raw materials, stock-in-trade, sundry debtors, outstanding monies, receivables, claims, contracts, engagements etc

2. HDFC Bank Fund Based Working

Capital Limit

2800 1542 90 days Hypothecation of raw materials, stock-in-trade, sundry debtors, outstanding monies, receivables, claims, contracts, engagements etc

3. Collaterlized Borrowing & Lending Obligation (CBLO) of the Clearing Corporation of India Ltd. (CCIL)

Platform provided by

CCIL for raising funds through call

market

2630 2630 Overnight Borrowings

Collateral security of Oil Marketing Companies‟ GOI Special Bonds and bank guarantee of Rs.1650 crore

4. Bond Series V

Secured Redeemable

Non-Convertible Bonds in the

nature of Debentures

N.A. 126 Redeemable in annual installments of Rs.31.6 crore every year in Sep

Registered mortgage on the immovable properties of the Panipat Refinery in the state of Haryana ranking pari-pasu with Bond Series VIII B, IX holders and OIDB

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5. Bond Series

VIIB Secured

Redeemable Non-

Convertible Bonds in the

nature of Debentures

N.A. 500 15th

Sep 2015

Registered mortgage on the immovable properties of the Company at Gujarat Refinery situated at Vadodara in the state of Gujarat ranking pari-passu with bond series XI,XII holders and OIDB

6. Bond Series VIIIB

Secured Redeemable

Non-Convertible Bonds in the

nature of Debentures

N.A. 1070 10th

Sep 2018

Registered mortgage on the immovable properties of the Company at Panipat Refinery in the state of Haryana ranking pari-passu with Bond Series V, IX holders and OIDB

8. Bond Series IX

Secured Redeemable

Non-Convertible Bonds in the

nature of Debentures

N.A. 1600 11th

Dec 2016

Registered mortgage on the immovable properties of the Company at Panipat Refinery in the state of Haryana ranking pari-passu with Bond Series V, VIII B holders and OIDB

9. Bond Series XI

Secured Redeemable

Non-Convertible Bonds in the

nature of Debentures

N.A. 1415 21st Dec

2016 with put/call

option after 18 months from the date of

allotment i.e. 21

st

June 2013

Registered mortgage on the immovable properties of the Company at Gujarat Refinery situated at Vadodara in the state of Gujarat ranking pari-passu with Bond Series VII B, XII holders and OIDB

9. Bond Series XII

Secured Redeemable

Non-Convertible Bonds in the

nature of Debentures

N.A. 1295 30th

April 2017 with

put/call Option at

the end of 3 years from the date of allotment

i.e. April 30, 2015

Registered mortgage on the immovable properties of the Company at Gujarat Refinery situated at Vadodara in the state of Gujarat ranking pari-passu with Bond Series VII B, XI holders and OIDB

10. Oil Industrial Development Board (OIDB)

Project funding by OIDB for

development of Oil

Industry

N.A. 1640 One year moratorium; thereafter in four equal

annual installments

Secured by way of charge on plant and machinery of refineries at Haldia, Panipat,Gujrat, Barauni and Boangaigaon

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b. UNSECURED LOAN FACILITIES

Sr. No.

Name of Lender/ Bond Series

Type of Facility

Amount Sanctioned (Rs. in crs.)

Principal Amount Outstanding (Rs. in crs.)

Repayment Schedule from Availment Date

Rupee Borrowings – Short Term

1. State Bank of India Fund Based Working

Capital Limit

4000 2050 Upto 90 days

2. HDFC Bank Fund Based Working

Capital Limit

1300 1300 Up to three months

3. Commercial Papers

Working Capital Facility

Rated amount – Rs.40,000

crore

22015 Upto 365 days

4. JP Morgan Bank Short Term Loan in nature

of Overdraft

225 225 Can be paid & availed any time

5. Other Banks Short Term Loan

N.A. 11815 Upto 12 Months

Rupee Borrowings – Long Term

1. Oil Industrial Development Board (OIDB)

Project funding by OIDB for

development of Oil Industry

N.A. 1532 One year moratorium; thereafter in four equal annual instalments

Forex Borrowings – Short Term

1. Foreign Banks Pre-shipment credit in foreign

currency

N.A. 1540 (US$ 280 mn) 180 days

2. Foreign Banks Buyers Credit N.A. 25635 (US$ 4661 mn) Upto 11 months

Forex Borrowings – Long Term

1. Bonds External Commercial

Borrowings for financing of

capex

N.A. 7291 (US$ 1326 mn) Rs.2750 crore payable on 22

nd Jan 2015

Rs.2750 crore payable on 2

nd August 2021

Rs. 1791 crore payable on 15

th Oct 2022

2 Notes External Commercial

Borrowings for financing of

capex

N.A. 1650 (US$ 300 mn) Payable in three equal tranches on 1

st Aug of

2016,2017 & 2018

3. Banks External Commercial

Borrowings for financing of

capex

N.A. 5775 (US$ 1050 mn) Rs.2750 crore on 31st

Dec 2015 Rs.1375 crore on 15 Dec 2016 Rs.1650 crore on 13

th

Jul 2017

4. Bank External Commercial

Borrowings for financing of

capex

N.A. 95 (US$ 17 mn) Payable in two equal tranches every year till 2015

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c. NON-CONVERTIBLE BONDS/ DEBENTURES

(as on 31.12.2012)

Bond Series

Tenure/Period of Maturity

Coupon Rate (%

p.a.)

Amount Outstanding

(Rs. in crs)

Repayment Date /

Schedule

Credit Rating

Secured / unsecured

Details of assets charged as security

V Allotted on: 18/07/ 2001 Redemption: In 13 equal installments from the end of 3rd year upto the end of 15th year from the date of allotment. 9th installment has been paid in July 2012

10.25 126 Redeemable in annual

installments of Rs.31.6 crore every year in Sep

ICRA Secured Registered mortgage on the immovable properties of the Panipat Refinery in the state of Haryana ranking pari-pasu with Bond Series VIII B, IX holders and OIDB

VIIB 10 Years 7.4 500 15-09-2015 ICRA Secured Registered mortgage on the immovable properties of the Company at Gujarat Refinery situated at Vadodara in the state of Gujarat ranking pari-passu with bond series XI,XII holders and OIDB

VIIIB 10 Years 11 1070 10-09-2018 ICRA &

FITCH

Secured Registered mortgage on the immovable properties of the Company at Panipat Refinery in the state of Haryana ranking pari-passu with Bond Series V, IX holders and OIDB

IX 8 Years 10.7 1600 11-12-2016 ICRA &

FITCH

Secured Registered mortgage on the immovable properties of the Company at Panipat Refinery in the state of Haryana ranking pari-passu with Bond Series V, VIII B holders and OIDB

XI 5 years with put/call option at the end of 18 months

9.28 1415 21-12-2016; put/call option on 21st June

2013

ICRA &

FITCH

Secured Registered mortgage on the immovable properties of the Company at Gujarat Refinery situated at Vadodara in the state of Gujarat ranking pari-passu with Bond Series VII B, XII holders and OIDB

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XII 5 years with

put/call option at the end of 3 years

9.35 1295 30-04-2017; put/call on 30th April

2015

ICRA &

FITCH

Secured Registered mortgage on the immovable properties of the Company at Gujarat Refinery situated at Vadodara in the state of Gujarat ranking pari-passu with Bond Series VII B, XI holders and OIDB

Total 6006

12. TOP 10 BONDHOLDERS*

(as on 31.03.2013)

Sr. No. Name of bondholder Total amount of bonds held (` in crore)

1. CBT EPF-05-B-DM 492

2. CBT EPF-05-D-DM 475

3. CBT EPF-11-D-DM 465

4. DB International (Asia) Ltd 345

5. Nomura Singapore Limited A/C Nomura Investments (Singapore) PTE. Ltd. 300

6. Citicorp Investment Bank (Singapore) Limited 265

7. Bank of America Singapore Limited 180

8. SBI Life Insurance Co. Ltd. 162

9. Credit Suisee (Singapore) Limited 150

10. Army Group Insurance Fund 123

Total 2957

* Top 10 holders‟ of bonds have been shown on a cumulative basis for all outstanding bonds. 13. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUS

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

The major corporate guarantees issued by the Company and outstanding as on date are as under:

Subsidiary/ Joint Venture/ SPV Beneficiary USD/mn Date Valid upto

Indian Synthetic Rubber Limited

Mizuho Corporate Bank, Singapore

44 22-Jun-12 31-Dec-18

Indian Synthetic Rubber Limited

Japan Bank of International Cooperation (JBIC), Tokyo

67 22-Jun-12 10-Nov-21

INDOIL Netherlands BV (SPV representing IOC & OIL)

Bolivarian Republic of Vebezuela (Republic), The

Corporacion Venezolana del Petroleo S.A. and the Mixed

Company Venezuela

Estimated amount US$

387 mn 16-Mar-10 22-Apr-35

14. COMMERCIAL PAPER ISSUED BY THE ISSUER

(as on 31.12.2012)

Maturity Date Total face value amount of commercial papers outstanding (` in crore)

01-Jan-13 1000

04-Jan-13 500

07-Jan-13 300

08-Jan-13 500

10-Jan-13 1090

10-Jan-13 300

10-Jan-13 500

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14-Jan-13 300

16-Jan-13 625

17-Jan-13 700

18-Jan-13 1000

21-Jan-13 400

25-Jan-13 500

25-Jan-13 300

25-Jan-13 450

28-Jan-13 1500

04-Feb-13 300

04-Feb-13 300

04-Feb-13 1900

05-Feb-13 1500

13-Feb-13 925

15-Feb-13 300

15-Feb-13 350

18-Feb-13 500

19-Feb-13 500

22-Feb-13 695

22-Feb-13 1000

06-Mar-13 500

08-Mar-13 1200

15-Mar-13 500

12-Apr-13 200

18-Apr-13 200

21-Jun-13 155

08-Nov-13 1025

TOTAL 22015

15. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLE BONDS

(“FCCBs”), OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES)

The Issuer has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs”), Optionally Convertible Bonds/ Debentures/ Preference Shares etc. 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

a. The main constituents of the Issuer‟s borrowings are generally in the form of loans from banks and financial institutions, assistance from multilateral and bilateral financing agencies, bonds, debentures, commercial paper etc.

b. The Issuer has been servicing all its principal and interest liabilities on time and there has been no

instance of delay or default since inception. c. The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind

of roll over against any of its borrowings in the past. d. The Issuer has not defaulted in any of its payment obligations arising out of any corporate guarantee

issued by it to any counterparty including its subsidiaries, joint venture entities, group companies etc in the past.

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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

The Issuer confirms that other than and to the extent mentioned elsewhere in this Disclosure Document, it has not issued any debt securities or agreed to issue any debt securities or availed any borrowings for a consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.

18. AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF THE ISSUER

ii. Statement of Profit & Loss

i. Consolidated (` in crore)

Parameters FY 2011-12 FY 2010-11 FY 2009-10

Turnover (Inclusive of Excise Duty) 3,88,044 3,14,621 2,59,379

Gross Profit* 22,589 18,056 20,343

Profit Before Interest, Exceptional Items & Tax 17,605 13,103 16,775

Profit Before Exceptional Items & Tax 11,703 10,114 15,049

Profit Before Tax 3,995 10,114 15,049

Profit After Tax 4,265 8,086 10,999

Dividend 1,276 2,349 3,181

Dividend Tax 213 400 546

Retained Earnings 2,776 5,337 7,272

* Profit before Depreciation, Interest Expenditure, Exceptional Items & Tax

ii. Standalone (` in crore)

Parameters FY 2011-12 FY 2010-11 FY 2009-10

Turnover (Inclusive of Excise Duty) 4,09,957 3,28,652 2,71,095

Gross Profit* 21,600 16,339 18,872

Profit Before Interest, Exceptional Items & Tax 17,058 11,772 15,632

Profit Before Exceptional Items & Tax 11,462 9,096 14,106

Profit Before Tax 3,754 9,096 14,106

Profit After Tax 3,955 7,445 10,221

Dividend 1,214 2,307 3,156

Dividend Tax 194 359 509

Retained Earnings 2,547 4,779 6,556

b. Balance Sheet

i. Consolidated (` in crore)

What Corporation Owns As on 31.03.2012

As on 31.03.2011

As on 31.03.2010

Gross Fixed Assets 1,07,606 1,00,850 78,847

Depreciation & Amortisation 43,045 38,219 33,411

Net Fixed Assets 64,562 62,631 45,436

Capital Work In Progress (Including Capital Advances) 23,682 14,312 22,810

Investments (including Current Investments) 17,588 18,647 21,430

Working Capital 42,474 28,751 19,469

Goodwill on Consolidation 24 23 22

Misc. Expenditure 24 27 18

Total 1,48,354 1,24,391 1,09,185

What Corporation Owes

Net Worth

Share Capital 2,428 2,428 2,428

Reserves 57,945 55,147 50,034

Total 60,373 57,575 52,462

Borrowings 80,067 57,795 49,473

Minority Interest 1,944 1,993 1,833

Deferred Tax Liability 5,970 7,028 5,417

Total 1,48,354 1,24,391 1,09,185

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ii. Standalone (` in crore)

What Corporation Owns As on

31.03.2012 As on

31.03.2011 As on

31.03.2010

Gross Fixed Assets 99,183 93,137 72,089

Depreciation & Amortisation 39,336 34,950 30,508

Net Fixed Assets 59,847 58,187 41,581

Capital Work In Progress (Including Capital Advances) 21,789 12,648 21,269

Investments (including Current Investments) 18,678 19,545 22,370

Working Capital 38,232 24,008 14,637

Misc. Expenditure 20 15 18

Total 1,38,566 1,14,403 99,875

What Corporation Owes

Application of Funds

Net Worth

Share Capital 2,428 2,428 2,428

Reserves 55,449 52,904 48,125

Total 57,877 55,332 50,553

Borrowings 75,447 52,734 44,566

Minority Interest

Deferred Tax Liability 5,242 6,337 4,756

Total 1,38,566 1,14,403 99,875

Financial Ratios

Current Ratio 1.54 1.40 1.33

Interest Coverage Ratio 2.34 5.55 8.52

Gross Debt / Equity Ratio 1.30 0.95 0.88

Debt Service Coverage Ratio 1.61 2.94 3.34

c. Cash Flow Statement i. Consolidated (` in crore)

FY 2011-12 FY 2010-11 FY 2009-10

A. Profit Before Tax 3995 10114 15049

B. Adjustments for Operating Activities -4760 -3295 -16658

C. Net Cash Flow generated from Operating Activities (A+B) -765 6819 -1609

D. Cash Flow from Investing activities -13053 -8090 3595

E. Net cash Generated/(Used) from Financing Activities 13103 1211 -1393

F. Changes in Cash & Bank Balances during the year (D+E+F) -715 -61 593

ii. Standalone (` in crore)

FY 2011-12 FY 2010-11 FY 2009-10

A. Profit Before Tax 3754 9096 14106

B. Adjustments for Operating Activities -6517 -3412 -14571

C. Net Cash Flow generated from Operating Activities (A+B) -2763 5684 -465

D. Cash Flow from Investing activities -12246 -7218 4676

E. Net cash Generated/(Used) from Financing Activities 14022 1513 -3694

F. Changes in Cash & Bank Balances during the year (D+E+F) -987 -21 517

d. Auditors‟ Qualifications

Financial Year Auditors‟ Qualifications

2011-12 Nil

2010-11 Nil

2009-10 Nil

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19. LATEST AUDITED/ LIMITED REVIEW HALF YEARLY CONSOLIDATED AND STANDALONE FINANCIAL

INFORMATION OF THE ISSUER a. Statement of Profit & Loss i. Consolidated – Not Applicable ii. Standalone (` in crore)

Parameters H1 FY 2012-13 H1 FY 2011-12 FY 2011-12

Turnover (Inclusive of Excise Duty) 2,12,923 1,93,575 4,09,957

Gross Profit* -6,920 -6,184 21,600

Profit Before Interest, Exceptional Items & Tax -9,480 -8,673 17,058

Profit Before Exceptional Items & Tax -12,840 -11,204 11,462

Profit Before Tax -12,840 -11,204 3,754

Profit After Tax -12,840 -11,204 3,955

b. Balance Sheet i. Consolidated – Not Applicable

ii. Standalone (` in crore)

Parameters As on 30-09-

2012 As on 30-09-

2011 As on 31-03-

2012

Sources of Funds

Gross Fixed Assets 1,00,832 97,396 99,183

Depreciation & Amortisation 41,657 37,379 39,336

Net Fixed Assets 59,175 60,017 59,847

Capital Work In Progress (Including Capital Advances) 25,403 14,841 21,789

Investments (including Current Investments) 18,745 18,945 18,678

Working Capital 37,539 29,935 38,232

Misc. Expenditure 22 22 20

Total 1,40,884 1,23,760 1,38,566

Application of Funds

Net Worth

Share Capital 2,428 2,428 2,428

Reserves 42,613 41,700 55,449

Total 45,041 44,128 57,877

Borrowings 90,601 73,296 75,447

Deferred Tax Liability 5,242 6,337 5,242

Total 1,40,884 1,23,760 1,38,566

c. Auditors‟ Qualifications

Half Year ended Auditors‟ Qualifications

30.09.2012 None as per Limited Review

30.09.2011 None as per Limited Review

20. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE

The Issuer hereby confirms that there has been no material event, development or change having implications on the financials/ credit quality of the Issuer (e.g. any material regulatory proceedings against the Issuer/ promoters of the Issuer, 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 of the Issuer.

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VIII. SUMMARY TERM SHEET

Issuer Indian Oil Corporation Ltd. (“IndianOil”/ the “Company”/ the “Issuer”)

Issue Size ` 1,700 crore

Option to retain oversubscription

Nil

Objects of the Issue Financing long term working capital and/or capital expenditure requirements of the Company

Instrument Secured Redeemable Non Convertible Bonds in the nature of Debentures (“Bonds”)

Security Name 8.14%-IndianOil-2018

Issuance Mode In demat mode only

Trading Mode In demat mode only

Credit Rating “CARE AAA” by CARE and “IND AAA(exp)” by IRRPL

Seniority Senior and Unsubordinated

Mode of Issue Private Placement

Security The Bonds shall be secured by way of first pari passu charge on the identified immovable property(ies) of the Issuer, as may be agreed between the Issuer and the Trustees, pursuant to the terms of the Debenture/ Bond Trust Deed (“Trust Deed”) with a minimum security cover of one time of the aggregate face value amount of Bonds outstanding at all times. The Issuer undertakes that it shall secure permission/ consent from the earlier creditor(s), if required, to create pari passu charge over the specified assets and execute the necessary documents for creation of the charge, including the Trust Deed, within time frame prescribed in the relevant regulations/ act/ rules etc and submit with BSE & NSE within five working days of execution of the same for uploading on its website. The creation of such security shall be sufficient compliance of the Issuer‟s obligation to create security. In pursuance of SEBI Debt Regulations, in the event of delay in execution of Bond/ Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% p.a. over the Coupon Rate till such conditions are complied with, at the option of the Bondholder(s).

Face Value ` 10 lakhs per Bond

Premium/ Discount on issue

Nil

Issue Price At par (` 10 lakhs) per Bond

Premium/ Discount on redemption

Nil

Redemption Amount At par (` 10 lakhs) per Bond

Minimum Application 250 Bonds and in multiples of 50 Bonds thereafter

Tenor 60 Months from the Deemed Date of Allotment

Put Option At par at the end of 18 months and At the end of 36 months from the Deemed Date of Allotment

Put Option Price At par (` 10 lakhs) per Bond

Put Option Date November 06, 2014 and May 06, 2016

Put Notification Time At least 1 (one) month prior to the Put Option Due Date

Call Option At par at the end of 18 months and At the end of 36 months from the Deemed Date of Allotment

Call Option Price At par (` 10 lakhs) per Bond

Call Option Date November 06, 2014 and May 06, 2016

Call Notification Time At least 1 (one) month prior to the Call Option Due Date

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Redemption/ Maturity At par at the end of 60 Months from the Deemed Date of Allotment

Redemption Date May 06, 2018

Coupon Rate 8.14% p.a. Step Up/ Step Down Coupon Rate

None

Coupon Payment Dates

Coupon Payment Date Interest for the period (including the first as well as the last date)

06.11.2014 06.05.2013 to 05.11.2014 (on annual compounding basis) (along with redemption amount, if put/ call option is exercised after 18 months)

In case if Put/ Call Option is not exercised at the end of 18 Months:

30.06.2015 06.11.2014 to 29.06.2015

06.05.2016 (along with redemption amount, if put/ call option is exercised after 36 months)

30.06.2015 to 05.05.2016

In case if Put/ Call Option is not exercised at the end of 36 Months:

30.06.2016 30.06.2015 to 29.06.2016

30.06.2017 30.06.2016 to 29.06.2017

06.05.2018 30.06.2017 to 05.05.2018 (along with redemption amount)

Coupon Type Fixed

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc)

None

Default in Payment In pursuance of SEBI Debt Regulations, in the event of delay/ default in the payment of interest amount and/ or principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% p.a. over the Coupon Rate payable on the Bonds, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid.

Day Count Basis Actual/ Actual Interest shall be computed on an “actual/actual basis”. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis

Interest on Application Money

Interest at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to the applicants on the application money for the Bonds for the period starting from and including the date of realization of application money in Issuer‟s Bank Account upto one day prior to the Deemed Date of Allotment

Listing Proposed on the Wholesale Debt Market (WDM) Segment of the BSE Limited (“BSE“) and National Stock Exchange of India Ltd. (“NSE”)

Trustees SBICAP Trustee Company Ltd.

Depository National Securities Depository Limited and Central Depository Services (India) Limited

Registrars Karvy Computershare (P) Ltd.

Settlement Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism

Business Day Convention

„Business Day‟ shall be a day on which commercial banks are open for business in the city of Mumbai, Maharashtra. If any Coupon Payment Date falls on a day which is not a Business Day, then payment of interest will be made on next business day without liability for making payment of interest for the delayed period. In case the „Put/ Call Option Due Date‟ and/or the „Redemption Date‟ falls on a day which is not a Business Day, the payment due shall be made on the next „Business Day‟ together with additional interest for the intervening period.

Record Date 15 days prior to each Coupon Payment Date and Put/ Call Option Due Date and Redemption Date

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Mode of Subscription Applicants may make remittance of application money through electronic transfer of funds through RTGS/ fund transfer for credit of account as per details given hereunder:

Name of the Collecting Banker State Bank of India

Account Name Indian Oil Corporation Limited

Credit into Current A/c No. 11083980808

IFSC Code SBIN 000 9995

Address of the Branch Neville House, Ground Floor, 23, J.N. Heredia Marg, Ballard Estate, Mumbai - 400 001

Narration Application Money for Bond Issue

Eligible Investors Mutual Funds, Public Financial Institutions as defined in section 4A of the Companies Act, 1956, Scheduled Commercial Banks, Insurance Companies, Foreign Institutional Investors (subject to compliance with the SEBI/ RBI norms), Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds, Co-operative Banks, Regional Rural Banks authorized to invest in bonds/ debentures, Companies and Bodies Corporate authorized to invest in bonds/ debentures, Societies authorized to invest in bonds/ debentures, Trusts authorized to invest in bonds/ debentures, Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in bonds/ debentures etc.

Non-Eligible classes of Investors

Resident Individual Investors, Minors without a guardian name, Qualified Foreign Investors, Foreign Nationals, Non-Resident Indians, Persons resident outside India, Venture Capital Funds, Overseas Corporate Bodies, Partnership firms formed under applicable laws in India in the name of the partners, Hindu Undivided Families through Karta, Person ineligible to contract under applicable statutory/ regulatory requirements.

Transaction Documents

The Issuer has executed/ shall execute the documents including but not limited to the following in connection with the Issue:

1. Letter appointing Trustees to the Bondholders; 2. Debenture Trusteeship Agreement; 3. Debenture Trust Deed; 4. Rating Agreement with CARE; 5. Rating Agreement with IRRPL; 6. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in

dematerialized form; 7. Tripartite Agreement between the Issuer, Registrar and CDSL for issue of Bonds in

dematerialized form; 8. Letter appointing Registrar and MoU entered into between the Issuer and the

Registrar; 9. Application made to BSE and NSE for seeking its in-principle approval for listing of

Bonds; 10. Listing Agreement with BSE and NSE; 11. Letters appointing Arrangers to the Issue.

Conditions precedent to subscription of Bonds

The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following:

1. Rating letter(s) from the aforesaid rating agency(ies) not being more than one month old from the issue opening date;

2. Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s);

3. Letter from BSE and NSE conveying its in-principle approval for listing of Bonds.

Conditions subsequent to subscription of Bonds

The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Disclosure Document:

1. Credit of demat account(s) of the allottee(s) by number of Bonds allotted within 2 working days from the Deemed Date of Allotment;

2. Make listing application to BSE and NSE and seek listing permission within 15 days from the Deemed Date of Allotment of Bonds;

3. Execute the Bond/ Debenture Trust Deed and/or other security document(s) for creation of security within time frame prescribed in the relevant regulations/ act/ rules etc and submit with BSE and NSE within 5 working days of execution of the same for uploading on its website in pursuance of SEBI Debt Regulations.

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure Document.

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Events of Default If the Issuer commits a default in making payment of any installment of interest or repayment of principal amount of the Bonds on the respective due date(s), the same shall constitute an “Event of Default” by the Issuer.

Remedies Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from majority Bondholder(s), declare the amounts outstanding to be due and payable forthwith and the security created under the security documents shall become enforceable, and the Trustees shall have the right to enforce any security created pursuant to the security documents towards repayment of the amounts outstanding and/or exercise such other rights as the Trustees may deem fit under the applicable laws.

Cross Default Not Applicable

Role and Responsibilities of Trustees

The Trustees shall protect the interest of the Bondholders in the event of default by the Issuer in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Issuer. No Bondholder shall be entitled to proceed directly against the Issuer unless the Trustees, having become so bound to proceed, fail to do so.

The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Bond/ Debenture Trusteeship Agreement, the Bond/ Debenture Trust Deed, Disclosure Document and all other related transaction documents, with due care, diligence and loyalty.

The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the Bonds and Debenture/ Bond Redemption Reserve.

The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended. Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all „Qualified Institutional Buyers‟ (QIBs) and other existing Bondholder(s) within two working days of their specific request.

Governing Law and Jurisdiction

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of district courts of Mumbai

Additional Covenants 1. Security Creation: In pursuance of SEBI Debt Regulations, in the event of delay in

execution of Bond/ Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% p.a. over the Coupon Rate till such conditions are complied with, at the option of the Bondholder(s).

2. Default in Payment: In pursuance of SEBI Debt Regulations, in the event of delay/

default in the payment of interest amount and/ or principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% p.a. over the Coupon Rate payable on the Bonds, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid.

3. Delay in Listing: The Issuer shall make listing application to BSE and NSE and

seek listing permission within 15 days of investment (i.e. Pay-in Date/ Deemed Date of Allotment). In case the Bonds issued to the SEBI registered FIIs/ sub-accounts of FIIs are not listed within 15 days of issuance, for any reason whatsoever, then the Issuer shall immediately redeem the Bonds to such SEBI registered FIIs/ sub-accounts of FIIs.

The interest rates mentioned in covenants 1 and 2 above shall be independent of each other.

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Pay In Date* Monday May 06, 2013

Deemed Date of Allotment*

Monday May 06, 2013

* The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the Pay in Date without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised Pay in Date by the Issuer. The Issuer also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. In case if the Pay in Date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Put/ Call Option Due Date and/or Redemption Date may also be changed at the sole and absolute discretion of the Issuer.

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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)

PRIVATE PLACEMENT OF SECURED REDEEMABLE NON-CONVERTIBLE BONDS IN THE NATURE OF DEBENTURES (SERIES XIII) OF FACE VALUE OF ` 10 LAKHS EACH (“BONDS”) AGGREGATING TO ` 1,700 CRORE BY INDIAN OIL CORPORATION LTD. (THE „ISSUER‟ OR “INDIANOIL” OR “THE COMPANY”) 1. ISSUE SIZE

Indian Oil Corporation Ltd. (the „Issuer‟ or “IndianOil” or “the Company”) proposes to raise ` 1,700 crores through issue of Secured Redeemable Non-Convertible Bonds in the nature of Debentures (Series XIII) of face value of ` 10 lakhs each (“Bonds”) (the “Issue”).

2. ELIGIBILITY TO COME OUT WITH THE ISSUE

The Issuer or the person in control of the Issuer, or its promoter, has not been restrained or prohibited or debarred by SEBI/ any other Government authority from accessing the securities market or dealing in securities and such direction or order is in force. 3. REGISTRATION AND GOVERNMENT APPROVALS

The Issuer can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority(ies) is required by it to undertake the proposed activities save and except those approvals which may be required to be taken in the normal course of business from time to time. 4. AUTHORITY FOR THE ISSUE

The present issue of Bonds is being made pursuant to the resolution of the Board of Directors of the Issuer, passed at its meeting held on November 27, 2008 and the delegation provided thereunder. The current issue of Bonds is within the overall borrowings limits set out in resolution passed under section 293(1)(d) of the Companies Act, 1956 through Postal Ballot process, result of which was declared on October 20, 2011. The Issuer can issue the Bonds proposed by it in view of the present approvals and no further internal or external permission/ approval(s) is/are required by it to undertake the proposed activity. 5. OBJECTS OF THE ISSUE

The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project. The present issue of Bonds is being made for financing long term working capital and/or capital expenditure requirements of the Company. The main object clause of the Issuer as contained in its Memorandum of Association and Articles of Association enables it to undertake the activities for which the funds are being raised through the present Issue of Bonds. Also, the main objects of the Issuer as contained therein, adequately cover its existing and proposed activities. 6. UTILISATION OF ISSUE PROCEEDS

The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project. The Issuer shall utilise the proceeds of the Issue for its regular business activities and other associated business objectives such as discharging existing debt obligations which were generally undertaken for business operations. The Issuer is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. The Issuer is a Government of India undertaking under the administrative control of Ministry of Petroleum & Natural Gas, Government of India and is managed by professionals under the supervision of the Board of Directors. The management of the Issuer shall ensure that the funds raised via the present Issue shall be utilized only towards satisfactory fulfilment of the Objects of the Issue. The Issuer undertakes that proceeds of the present Issue shall not be used for any purpose which may be in contravention of the regulations/ guidelines/ norms issued by the RBI/ SEBI/ RoC/ Stock Exchange(s).

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In accordance with the SEBI Debt Regulations, the Issuer undertakes that it shall not utilise the proceeds of the Issue for providing loan to or acquisition of shares of any person who is part of the same group or who is under the same management. However, the Issuer is a public sector enterprise and, as such, it does not have any identifiable „Group Companies‟ or „Companies under the same Management‟. The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any acquisition, including by way of a lease, of any property. Further, the Issuer undertakes that Issue proceeds from the present issue of Bonds allotted to banks shall not be used for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations. The main objects clause of the Memorandum of Association of the Issuer permits it to undertake its existing activities as well as the activities for which the funds are being raised through the present Bond Issue. 7. MINIMUM SUBSCRIPTION

In terms of the SEBI Debt Regulations, the issuer may decide the amount of minimum subscription which it seeks to raise by issue of Bonds and disclose the same in the offer document. The Issuer has decided not to stipulate any minimum subscription for the present Issue and therefore the Issuer shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size. 8. UNDERWRITING

The present Issue of Bonds is not underwritten. 9. NATURE OF BONDS

The Bonds are to be issued in the form of Secured Redeemable Non-Convertible Bonds in the nature of Debentures (“Bonds”). 10. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR

Each Bond has a face value of ` 10 lakhs and is issued as well as redeemable at par i.e. for ` 10 lakhs. The Bonds shall be redeemable at par i.e. for ` 10 lakhs per Bond. Since there is no premium or discount on either issue price or on redemption value of the Bonds, the effective yield for the investors shall be the same as the Coupon Rate on the Bonds. 11. SECURITY

The Bonds shall be secured by way of first pari passu charge on the identified immovable property(ies) of the Issuer, as may be agreed between the Issuer and the Trustees, pursuant to the terms of the Debenture/ Bond Trust Deed (“Trust Deed”) with a minimum security cover of one time of the aggregate face value amount of Bonds outstanding at all times.

The Issuer undertakes that it shall secure permission/ consent from the earlier creditor(s), if required, to create pari passu charge over the specified assets and execute the necessary documents for creation of the charge, including the Trust Deed, within time frame prescribed in the relevant regulations/ act/ rules etc and submit with BSE and NSE within five working days of execution of the same for uploading on its website. The creation of such security shall be sufficient compliance of the Issuer‟s obligation to create security.

In pursuance of SEBI Debt Regulations, in the event of delay in execution of Bond/ Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% p.a. over the Coupon Rate till such conditions are complied with, at the option of the Bondholder(s).

12. TERMS OF PAYMENT

The full face value of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s)/ RTGS for the full value of Bonds applied for.

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Face Value per Bond Minimum Application for Amount Payable on Application per Bond

` 10 lakhs 250 Bonds and in multiples of 50 Bonds thereafter

` 10 lakhs

13. DEEMED DATE OF ALLOTMENT

All benefits under the Bonds including payment of interest will accrue to the Bondholders from and including May 06, 2013, which shall be the Deemed Date of Allotment. All benefits relating to the Bonds will be available to the investors from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment. The Issuer reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. 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-pond/ postponed) by the Issuer at its sole and absolute discretion. 14. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE OF LETTER(S) OF

ALLOTMENT

The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 working days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Bond Certificate. 15. ISSUE OF BOND CERTIFICATE(S)

Subject to the completion of all statutory formalities within time frame prescribed in the relevant regulations/ act/ rules etc, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Bonds allotted. The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. The Bonds shall be allotted in dematerialized form only. 16. DEPOSITORY ARRANGEMENTS

The Issuer has appointed M/s. Karvy Computershare Pvt. Ltd., Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad - 500081 (Tel No. 91-40-44655000; Fax No. 91-40-44655024; E-mail: [email protected]) as the Registrar (“Registrar”) for the present Bond Issue. The Issuer has entered into necessary depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of the Bonds offered under the present Issue, in accordance with the Depositories Act, 1996 and regulations made thereunder. In this context, the Issuer has signed two tripartite agreements as under:

Tripartite Agreement dated 28.08.1998 between the Issuer, National Securities Depository Limited (“NSDL”) and the Registrar for dematerialization of the Bonds offered under the present Issue.

Tripartite Agreement dated 05.07.1999 between the Issuer, Central Depository Services (India) Limited (“CDSL”) and the Registrar for dematerialization of the Bonds offered under the present Issue.

Investors can hold the bonds only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time. 17. PROCEDURE FOR APPLYING FOR DEMAT FACILITY

a. Applicant(s) should have/ open a Beneficiary Account with any Depository Participant of NSDL or CDSL. b. The applicant(s) must specify their beneficiary account number and depository participants ID in the relevant

columns of the Application Form. c. If incomplete/ incorrect beneficiary account details are given in the Application Form which does not match with

the details in the depository system, the allotment of Bonds shall be held in abeyance till such time satisfactory demat account details are provided by the applicant.

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d. The Bonds 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 Bonds to the applicant‟s Depository Account will be provided to the applicant by the Depository Participant of the applicant.

e. Interest or other benefits with respect to the Bonds would be paid to those bondholders whose names appear on

the list of beneficial owners given by the depositories to the Issuer as on the Record Date. In case, the beneficial owner is not identified by the depository on the Record Date due to any reason whatsoever, the Issuer shall keep in abeyance the payment of interest or other benefits, till such time the beneficial owner is identified by the depository and intimated to the Issuer. On receiving such intimation, the Issuer shall pay the interest or other benefits to the beneficiaries identified, within a period of 15 days from the date of receiving such intimation.

f. Applicants may please note that the Bonds shall be allotted and traded on the stock exchange(s) only in

dematerialized form. 18. FICTITIOUS APPLICATIONS

In terms of Section 68 A of the Companies Act, 1956, any person who makes, in fictitious name, any application to a body corporate for acquiring, or subscribing to, the bonds, or otherwise induced a body corporate to allot, register any transfer of bonds therein to them or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to 5 years. 19. MARKET LOT

The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Bonds. 20. TRADING OF BONDS

The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of ` 10 lakhs each. Trading of Bonds would be permitted in demat mode only in standard denomination of ` 10 lakhs and such trades shall be cleared and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has been made over the counter, the trades shall be reported on a recognized stock exchange having a nation wide trading terminal or such other platform as may be specified by SEBI. 21. MODE OF TRANSFER OF BONDS

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer‟s DP account to his depository participant. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Issuer. Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will be governed by the then prevailing guidelines of RBI. 22. COMMON FORM OF TRANSFER

The Issuer undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this Disclosure Document.

23. INTEREST ON APPLICATION MONEY

Interest at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to the applicants on the application money for the Bonds.

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Such interest shall be paid for the period starting from and including the date of realization of application money in Issuer‟s Bank Account upto one day prior to the Deemed Date of Allotment. The interest on application money will be computed as per Actual/ Actual day count convention. Such interest would be paid on all valid applications, including the refunds. Where the entire subscription amount has been refunded, the interest on application money will be paid along with the Refund Orders. Where an applicant is allotted lesser number of Bonds than applied for, the excess amount paid on application will be refunded to the applicant along with the interest on refunded money. The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders, in case of refund of application money, if any) shall be dispatched by the Issuer within 15 days from the Deemed Date of Allotment and the relative interest warrant(s) along with the Refund Order(s), as the case may be, will be dispatched by registered post to the sole/ first applicant, at the sole risk of the applicant.

24. INTEREST ON THE BONDS

The Bonds shall carry interest at the Coupon Rate from, and including, the Deemed Date of Allotment up to, but excluding the Put/ Call Option Due Date/ Redemption Date, at the case may be, payable on the “Coupon Payment Dates”, on the outstanding principal amount of Bonds till Put/ Call Option Due Date/ Redemption Date, to the holders of Bonds (the “Holders” and each, a “Holder”) as of the relevant Record Date. Interest on Bonds will cease from the Put/ Call Option Due Date/ Redemption Date, as the case may be, in all events. As the Bonds bear Put & Call Option at the end of 18 months and at the end of 36 months from the Deemed Date of Allotment, the Coupon Payment Dates and the interest periods are given as under:

Coupon Payment Date Interest for the period

(including the first as well as the last date)

06.11.2014 06.05.2013 to 05.11.2014 (on annual compounding basis) (along with redemption amount, if put/ call option is exercised after 18 months)

In case if Put/ Call Option is not exercised at the end of 18 Months:

30.06.2015 06.11.2014 to 29.06.2015

06.05.2016 (along with redemption amount, if put/ call option is exercised after 36 months)

30.06.2015 to 05.05.2016

In case if Put/ Call Option is not exercised at the end of 36 Months:

30.06.2016 30.06.2015 to 29.06.2016

30.06.2017 30.06.2016 to 29.06.2017

06.05.2018 30.06.2017 to 05.05.2018 (along with redemption amount)

The first interest period shall be defined as the actual number of days falling between the Deemed Date of Allotment i.e. May 06, 2013 to November 05, 2014 including the first as well as the last date. The first interest payment would be made on annual compounding basis on November 06, 2014. In case if the Put/ Call Option is exercised on November 06, 2014, such interest payment shall be made along with redemption of principal amount on November 06, 2014. In case if the Put/ Call Option is not exercised on November 06, 2014, the second interest period shall be defined as the actual number of days falling between November 06, 2014 to June 29, 2015 including the first as well as the last date. In case if the Put/ Call Option is exercised on May 06, 2016, the third interest period shall be defined as the actual number of days falling between June 30, 2015 to May 05, 2016 including the first as well as the last date. Such interest payment shall be made along with redemption of principal amount on May 06, 2016. In case if the Put/ Call Option is not exercised on May 06, 2016, the third interest period shall be defined as the actual number of days falling between June 30, 2015 to June 29, 2016 including the first as well as the last date. Such interest payment shall be made on June 30, 2016. The fourth interest period shall be defined as the actual number of days falling between June 30, 2016 to June 29, 2017 including the first as well as the last date. Such interest payment shall be made on June 30, 2017. The fifth and the last interest period is defined as the actual number of days falling between June 30, 2017 to May 05, 2018 including the first as well as the last date. The fifth and the last interest payment would be made along with redemption of principal amount on the redemption date i.e. May 06, 2018. Interest on Bonds will cease from the date of exercise of put/ call option/ redemption date in all events.

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If any Coupon Payment Date falls on a day which is not a business day („Business Day‟ being a day on which commercial banks are open for business in the city of Mumbai, Maharashtra), payment of interest will be made on next business day without liability for making payment of interest for the delayed period. 25. COMPUTATION OF INTEREST

Interest for each of the interest periods shall be computed as per Actual/ Actual day count convention on the face value amount of Bonds outstanding at the Coupon Rate rounded off to the nearest Rupee. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the face value amount of Bonds outstanding. 26. RECORD DATE

The „Record Date‟ for the Bonds shall be 15 days prior to each Coupon Payment Date, Put/ Call Option Due Date and Redemption Date. In case of redemption of Bonds, the trading in the Bonds shall remain suspended between the Record Date and the Redemption Date. Interest payment and principal repayment shall be made to the person whose name appears as beneficiary with the Depositories as on Record Date. In the event of the Issuer not receiving any notice of transfer at least 15 days before the respective Coupon Payment Date, Put/ Call Option Due Date and Redemption Date, the transferees for the Bonds shall not have any claim against the Issuer in respect of amount so paid to the registered Bondholders. 27. DEDUCTION OF TAX AT SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source out of interest payable on Bonds. Interest payable subsequent to the Deemed Date of Allotment of Bonds shall be treated as “Interest on Securities” as per Income Tax Rules. Bondholders desirous of claiming exemption from deduction of income tax at source on the interest payable on Bonds should submit tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, with the Registrars, or to such other person(s) at such other address(es) as the Issuer may specify from time to time through suitable communication, at least 45 days before the payment becoming due. However, with effective from 01.06.2008, tax is not to be deducted at source under the provisions of section 193 of Income Tax Act, 1961, if the following conditions are satisfied: a. interest is payable on any security issued by a company b. such security is in dematerlized form c. such security is listed in a recognised stock exchange in India Present issue of Bonds fulfils the above conditions and therefore, no tax would be deducted on the interest payable. However, the Issuer shall pursue the provisions as amended from time to time with respect to applicability of TDS at the time of payment of interest on Bonds. Regarding deduction of tax at source and the requisite declaration forms to be submitted, applicants are advised to consult their own tax consultant(s). 28. PUT & CALL OPTION

The Bondholders as well as the Company shall have the option to redeem the Bonds at par, prior to maturity, at the end of 18 months from the Deemed Date of Allotment and at the end of 36 months from the Deemed Date of Allotment. a. Procedure for exercise of Put Option

The Bondholders shall have the right to „Put‟ the Bonds i.e. get them redeemed, at par, prior to maturity, on November 06, 2014 and May 06, 2016. For availing of this facility, the Bondholders should forward a request in writing to the Company at least 1 (one) month prior to the respective Put Option Due Date.

b. Procedure for exercise of Call Option

The Company shall have the right to „Call‟ the Bonds i.e. redeem the Bonds in whole and not in part, at par, prior to maturity, on November 06, 2014 and May 06, 2016. In case of exercise of „Call Option‟ by the Company, it shall notify its intention to do so through a public notice in at least in one English Newspaper circulating in whole or substantially the whole of India and one the Hindi daily newspaper and/ or through notice sent by registered post/ courier to the sole/ first allottee or sole/ first beneficial owner of the Bonds at least one month prior to the respective Call Option Due Date at their registered addresses.

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In case the „Put/ Call Option‟ Due Date falls on a day which is not a business day (Business Day being a day on which commercial Banks are open for business in the city of Mumbai, Maharashtra), the payment due shall be made on the next „Business Day‟ together with additional interest for the intervening period.

Payment on exercise of „Put/ Call Option‟ shall be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ credit through RTGS system in the name of the Bondholders whose name appear on the List of Beneficial Owners given by Depository(ies) to the Company as on the Record Date.

The Bonds shall be taken as discharged on payment of the redemption amount by the Company on exercise of „Put/ Call Option‟ to the list of beneficial owners as provided by Depository to the Company as on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the bondholders. On such payment being made, Company will inform depositories/ Depository Participant and accordingly the account of the Bondholders with Depositories/ Depository Participant will be adjusted.

29. REDEMPTION

The face value of the Bonds shall be redeemed at par, on the Redemption Date. The Bonds will not carry any obligation, for interest or otherwise, after the Redemption Date. The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to the registered Bondholders whose name appear in the Register of Bondholders on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders.

In case if the Redemption Date falls on a day which is not a business day („Business Day‟ being a day on which commercial banks are open for business in the city of Mumbai, Maharashtra), then the payment due shall be made on the next business day together with additional interest for the intervening period.

30. DEFAULT IN PAYMENT

In pursuance of SEBI Debt Regulations, in the event of delay/ default in the payment of interest amount and/ or principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% p.a. over the Coupon Rate payable on the Bonds, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid.

31. EVENTS OF DEFAULT & REMEDIES

If the Issuer commits a default in making payment of any installment of interest or repayment of principal amount of the Bonds on the respective due date(s), the same shall constitute an “Event of Default” by the Issuer.

Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from majority Bondholder(s), declare the amounts outstanding to be due and payable forthwith and the security created under the security documents shall become enforceable, and the Trustees shall have the right to enforce any security created pursuant to the security documents towards repayment of the amounts outstanding and/or exercise such other rights as the Trustees may deem fit under the applicable laws.

32. ADDITIONAL COVENANTS

a. Security Creation: In pursuance of SEBI Debt Regulations, in the event of delay in execution of Bond/

Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% p.a. over the Coupon Rate till such conditions are complied with, at the option of the Bondholder(s).

b. Default in Payment: In pursuance of SEBI Debt Regulations, in the event of delay/ default in the payment of

interest amount and/ or principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% p.a. over the Coupon Rate payable on the Bonds, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid.

c. Delay in Listing: The Issuer shall make listing application to BSE and NSE and seek listing permission within

15 days of investment (i.e. Pay-in Date/ Deemed Date of Allotment). In case the Bonds issued to the SEBI registered FIIs/ sub-accounts of FIIs are not listed within 15 days of issuance, for any reason whatsoever, then the Issuer shall immediately redeem the Bonds to such SEBI registered FIIs/ sub-accounts of FIIs.

The interest rates mentioned in covenants a and b above shall be independent of each other.

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33. SETTLEMENT/ PAYMENT ON REDEMPTION

Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism in the name of the Bondholders whose name appear on the List of Beneficial Owners given by Depository to the Issuer as on the Record Date. The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant as on Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders. On such payment being made, the Issuer shall inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Bondholders with NSDL/ CDSL/ Depository Participant shall be adjusted. The Issuer‟s liability to the Bondholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Issuer will not be liable to pay any interest or compensation from the Redemption Date. On the Issuer‟s dispatching/ crediting the amount to the Beneficiary(ies) as specified above in respect of the Bonds, the liability of the Issuer shall stand extinguished. 34. EFFECT OF HOLIDAYS

Should any of date(s) defined in the Disclosure Document, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). 35. LIST OF BENEFICIAL OWNERS

The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. 36. SUCCESSION

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the time being, the Issuer shall recognize the executor or administrator of the deceased Bondholder, or the holder of succession certificate or other legal representative as having title to the Bond(s).the Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder on production of sufficient documentary proof or indemnity. Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be complied: a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was acquired by

the NRI as part of the legacy left by the deceased holder. b. Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be on a non-repatriation basis.

37. WHO CAN APPLY

The following categories of investors are eligible to apply for this Issue of Bonds. However, the prospective subscribers must make their own independent evaluation and judgement regarding their eligibility to invest in the Issue. a. Mutual Funds; b. Public Financial Institutions as defined in section 4A of the Companies Act, 1956; c. Scheduled Commercial Banks; d. Insurance Companies; e. Foreign Institutional Investors (subject to compliance with the SEBI/ RBI norms); f. Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds; g. Co-operative Banks;

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h. Regional Rural Banks authorized to invest in bonds/ debentures; i. Companies and Bodies Corporate authorized to invest in bonds/ debentures; j. Societies authorized to invest in bonds/ debentures; k. Trusts authorized to invest in bonds/ debentures; l. Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in bonds/

debentures; All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in the issue of Bonds as per the norms approved by Government of India, Reserve Bank of India or any other statutory body from time to time. However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is intended solely for the use of the person to whom it has been sent by the Issuer for the purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this Disclosure Document from the Issuer). Application by Foreign Institutional Investors

IndianOil being a refinery company, its operations are covered under the infrastructure sector as defined under Master Circular No. 9/2011-12 dated July 01, 2011 issued by the Reserve Bank of India with respect to “External Commercial Borrowings and Trade Credits”. As per RBI circular no. RBI/2011-12/423; A.P.(DIR Series); Circular No. 89 dated March 01, 2012 on “Foreign Institutional Investor (FII) investment in „to be listed‟ debt securities”, SEBI registered FIIs/ sub-accounts of FIIs can invest in primary issues of Non-Convertible Debentures (NCDs)/ bonds if listing of such bonds/ NCDs is committed to be done within 15 days of such investment. In case the NCDs/ bonds issued to the SEBI registered FIIs/ sub-accounts of FIIs are not listed within 15 days of issuance to the SEBI registered FIIs/ sub-accounts of FIIs, for any reason, then the FII/ sub-account of FII shall immediately dispose of these bonds/ NCDs either by way of sale to a third party or to the issuer and the terms of offer to FIIs/ sub-accounts should contain a clause that the issuer of such debt securities shall immediately redeem/ buyback the said securities from the FIIs/ sub-accounts of FIIs in such an eventuality. Application by Provident Funds, Superannuation Funds and Gratuity Funds

1. As per circular no. F. No. 5 (88)/2006-PR.- dated August 14, 2008, issued by Department of Economic Affairs,

Ministry of Finance, Government of India, Provident Funds, Superannuation Funds and Gratuity Funds can invest upto 40% of their incremental accretion in debt securities with maturity of not less than three years tenure issued by “Public Sector Companies” including banks and public financial institutions, provided that at

least 75% of the investment in this category is made in instruments having an investment grade rating from at least one credit rating agency.

2. As per circular no. F. 5(53)/2002-ECB&PR dated January 25, 2005 issued by Department of Economic Affairs,

Ministry of Finance, Government of India, Provident Funds, Superannuation Funds and Gratuity Funds can invest upto 25% of their incremental accretion in Bonds/ Securities of “Public Financial Institutions” as specified under Section 4(1) of the Companies Act; “Public Sector Companies” as defined in section 2(36-A) of the

Income Tax Act, 1961 including public sector banks, provided that the instruments have an investment grade rating from at least two credit rating agencies.

3. As per S.O. 1400, dated June 30, 1998 issued by Ministry of Labour, Government of India, Provident Funds,

Superannuation Funds and Gratuity Funds can invest upto 40% of their incremental accretion in Bonds/ Securities of „Public Financial Institutions‟ as specified under Section 4(A) of the Companies Act; “Public Sector Companies” as defined in Section 2(36-A) of the Income Tax Act, 1961, including public sector banks.

4. As per notification dated July 09, 2003 issued by Ministry of Labour, Government of India, in super-session of

the notification No. S.O. 1398 dated the 11th July 1998, the Provident Funds, Superannuation Funds and Gratuity Funds can invest upto 30% of their incremental accretions in Bonds of „Public Sector Companies‟ as

defined in Section 2(36-A) of the Income Tax Act, 1961. IndianOil is a “Public Sector Company” within the meaning of the aforesaid circulars/ notifications and therefore the current issue of Bonds is eligible for investments by Provident Funds, Superannuation Funds and Gratuity Funds.

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38. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS

This Issue is not being offered to the following categories of investors and any application from such investors will be deemed an invalid application and rejected:

a. Resident Individual Investors; b. Minors without a guardian name; c. Qualified Foreign Investors; d. Foreign Nationals; e. Non-Resident Indians; f. Persons resident outside India; g. Venture Capital Funds; h. Overseas Corporate Bodies; i. Partnership firms formed under applicable laws in India in the name of the partners; j. Hindu Undivided Families through Karta; k. Person ineligible to contract under applicable statutory/ regulatory requirements. 39. DOCUMENTS TO BE PROVIDED BY INVESTORS

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;

Board Resolution authorizing the investment and containing operating instructions;

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

Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority;

Government Notification (in case of Primary Co-operative Bank and RRBs);

Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;

Copy of a cancelled cheque for ECS payments;

Necessary forms for claiming exemption from deduction of tax at source on interest on application money, wherever applicable.

40. HOW TO APPLY

This Disclosure Document 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 Bonds issued by the Company. The document is for the exclusive use of the institution(s) to whom it is delivered and it should not be circulated/ distributed to third parties. This being a private placement Issue, the eligible investors who have been addressed through this communication directly, only are eligible to apply. Applications for the Bonds must be in the prescribed form and completed in BLOCK LETTERS in English and as per the instructions contained therein. Applications complete in all respects must be submitted before the last date indicated in the issue time table or such extended time as decided by the Issuer, with any of the arrangers along with proof of electronic remittance of application money through RTGS mode/ fund transfer. The original Applications Forms (along with all necessary documents as detailed in this Disclosure Document) should be sent to the Registered Office of the Issuer through respective Arrangers on the same day. Applicants may make remittance of application money by way of electronic transfer of funds through RTGS/ fund transfer for credit of account as per details given hereunder:

Name of the Collecting Banker State Bank of India

Account Name Indian Oil Corporation Limited

Credit into Current A/c No. 11083980808

IFSC Code SBIN 000 9995

Address of the Branch Neville House, Ground Floor, 23, J.N. Heredia Marg, Ballard Estate, Mumbai - 400001

Narration Application Money for Bond Issue

Applications should be for the number of Bonds applied by the Applicant. Applications not completed in the said 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.

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The applicant or in the case of an application in joint names, each of the applicant, should mention his/her Permanent Account Number (PAN) allotted under the Income-Tax Act, 1971 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. 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 appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. 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. For further instructions about how to make an application for applying for the Bonds and procedure for remittance of application money, please refer to the Summary Term Sheet and the Application Form. 41. FORCE MAJEURE

The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any unforeseen development adversely affecting the economic and regulatory environment. 42. APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged alongwith the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to the Registrars or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. 43. APPLICATION BY MUTUAL FUNDS

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made. 44. ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money. However, the Bankers to the Issue receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the acknowledgement slip at the bottom of each Application Form. 45. RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: a. Number of bonds applied for is less than the minimum application size; b. Applications exceeding the issue size; c. Bank account details not given; d. Details for issue of Bonds in electronic/ dematerialized form not given; e. PAN/GIR and IT Circle/Ward/District not given; f. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant

documents not submitted; In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will be refunded, as may be permitted.

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46. PAN/GIR NUMBER

All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1971 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided. 47. SIGNATURES

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. 48. NOMINATION FACILITY

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Bonds shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate. 49. RIGHT OF BONDHOLDER(S)

Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege of shareholders other than those available to them under statutory requirements. The Bond(s) shall not confer upon the holders the right to receive notice, or to attend and vote at the General Meeting of the Issuer. The principal amount and interest on the Bonds will be paid to the registered Bondholders only, and in case of Joint holders, to the one whose name stands first. Besides the above, the Bonds shall be subject to the provisions of the Companies Act, 1956, the Articles of Association of the Issuer, the terms of this bond issue and the other terms and conditions as may be incorporated in the Debenture Trust Deed and other documents that may be executed in respect of these Bonds. 50. MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to the Issuer. 51. FUTURE BORROWINGS

The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Bonds/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the Bondholder(s) or the Trustees in this connection. 52. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”)

As per clarification issued by the Ministry of Corporate Affairs, Government of India vide circular no. 11/02/2012-CL.V(A) dated 11.02.2013, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures in case of privately placed debentures by listed companies. The Company shall create DRR as per extant laws and it has also appointed a Trustee to protect the interest of the investors. 53. NOTICES

All notices required to be given by the Issuer or by the Trustees to the Bondholders shall be deemed to have been given if sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if published in one All India English daily newspaper and one regional language newspaper. All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest” and “Payment on Redemption” shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time.

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54. JOINT-HOLDERS

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to provisions contained in the Companies Act, 1956. 55. DISPUTES & GOVERNING LAW

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of district courts of Mumbai (Maharashtra). 56. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL

Arrangements have been made to redress investor grievances expeditiously as far as possible. The Issuer endeavours to resolve the investor‟s grievances within 30 days of receipt. All grievances related to the issue quoting the Application Number (including prefix), number of Bonds applied for, amount paid on application and details of collection centre 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 contracted in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ bond 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 Disclosure Document.

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X. CREDIT RATING FOR THE BONDS

Credit Analysis & Research Limited (“CARE”) vide its letter dated April 30, 2013, has assigned a credit rating of “CARE AAA” for the present issue of Bonds aggregating to ` 2,000 crore. Instruments with this rating are considered

to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from CARE is enclosed elsewhere in this Disclosure Document. India Ratings & Research Private Limited (“IRRPL”) vide its letter dated April 30, 2013, has assigned a credit rating of “IND AAA(exp)” for the present issue of Bonds aggregating to ` 2,000 crore. Instruments with this rating are

considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from IRRPL is enclosed elsewhere in this Disclosure Document. Other than the credit ratings mentioned hereinabove, the Issuer has not sought any other credit rating from any other credit rating agency(ies) for the Bonds offered for subscription under the terms of this Disclosure Document. 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.

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XI. TRUSTEES FOR THE BONDHOLDERS

In accordance with the provisions of (i) 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, (ii) 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, (iii) Section 117B of the Companies Act, 1956 (1 of 1956) and (iv) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Issuer has appointed SBICAP Trustee Company Ltd., to act as Trustees (“Trustees”) for and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustees are as under:

SBICAP Trustee Company Ltd.

Khetan Bhavan, 5th Floor 198, J. T. Road, Churchgate Mumbai – 400020 Tel No. (022) 43025555 Fax No. (022) 4302 5500 E-mail: [email protected]

A copy of letter from SBICAP Trustee Company Ltd. conveying their consent to act as Trustees for the current issue of Bonds is enclosed elsewhere in this Disclosure Document.

The Issuer hereby undertakes that it shall execute the Bond/ Debenture Trust Deed and/or other security document(s) for creation of security within time frame prescribed in the relevant regulations/ act/ rules etc and submit with BSE and NSE within 5 working days of execution of the same for uploading on its website in pursuance of SEBI Debt Regulations. Further, in the event of delay in execution of Bond/ Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% p.a. over the Coupon Rate till such conditions are complied with, at the option of the Bondholder(s).

The Bond/ Debenture Trust Deed shall contain such clauses as may be prescribed under section 117A of the Companies Act, 1956 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. Further, the Bond/ Debenture Trust Deed shall not contain a clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the Issuer in relation to any rights or interests of the holder(s) of the Bonds, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 and circulars, regulations or guidelines issued by SEBI and (iii) indemnifying the Trustees or the Issuer for loss or damage caused by their act of negligence or commission or omission.

The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Bonds. Any payment made by the Issuer to the Trustees on behalf of the Bondholder(s) shall discharge the Issuer pro tanto to the Bondholder(s). The Trustees shall protect the interest of the Bondholders in the event of default by the Issuer in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Issuer. No Bondholder shall be entitled to proceed directly against the Issuer unless the Trustees, having become so bound to proceed, fail to do so.

The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Bond/ Debenture Trusteeship Agreement, the Bond/ Debenture Trust Deed, Disclosure Document and all other related transaction documents, with due care, diligence and loyalty.

The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the Bonds and Debenture/ Bond Redemption Reserve.

The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended. Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all „Qualified Institutional Buyers‟ (QIBs) and other existing Bondholder(s) within two working days of their specific request.

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XII. STOCK EXCHANGES WHERE BONDS ARE PROPOSED TO BE LISTED

The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Ltd. (“NSE”) and BSE Limited (“BSE”). NSE shall be the designated stock exchange for the purpose of present Issue of Bonds. The Issuer shall make listing application to BSE and NSE and seek listing permission within 15 days of investment (i.e. Pay-in Date/ Deemed Date of Allotment). In case the Bonds issued to the SEBI registered FIIs/ sub-accounts of FIIs are not listed within 15 days of issuance, for any reason whatsoever, then the Issuer shall immediately redeem the Bonds to such SEBI registered FIIs/ sub-accounts of FIIs. In connection with listing of Bonds with BSE and NSE, the Issuer hereby undertakes that: (a) it shall comply with the conditions of listing as specified in the Listing Agreement for the Bonds; (b) the credit rating(s) obtained for the Bonds shall be periodically reviewed by the credit rating agencies and any

revision in the rating(s) shall be promptly disclosed by the Issuer to BSE and NSE; (c) any change in credit rating(s) shall be promptly disseminated to the Bondholder(s) in such manner as BSE and

NSE may determine from time to time; (d) The Issuer, the Trustees and BSE and NSE shall disseminate all information and reports on the Bonds including

compliance reports filed by the Issuers and the Trustees regarding the Bonds to the Bondholder(s) and the general public by placing them on their websites;

(e) Trustees shall disclose the information to the Bondholder(s) and the general public by issuing a press release

and placing on the websites of the Trustees, the Issuer and BSE and NSE, in any of the following events: (i) default by Issuer to pay interest on the Bonds or redemption amount; (ii) failure to create charge on the assets; (iii) revision of the credit rating(s) assigned to the Bonds.

(f) The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated

(wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended. Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all Qualified Institutional Buyers (“QIBs”) and other existing Bondholder(s) within two working days of their specific request.

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

By very nature of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the Issuer. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Corporate Office of the Issuer between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date. A. MATERIAL CONTRACTS

a. Copy of letters appointing Arrangers to the Issue. b. Copy of letter appointing Registrars and copy of MoU entered into between the Issuer and the Registrars. c. Copy of letter appointing Trustees to the Bondholders.

B. DOCUMENTS

a. Memorandum and Articles of Association of the Issuer as amended from time to time. b. Board Resolution dated November 27, 2008 authorizing issue of Bonds offered under terms of this Disclosure

Document. c. Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the Bonds. d. Letter of consent from the Registrars for acting as Registrars to the Issue. e. Application made to the BSE and NSE for grant of in-principle approval for listing of Bonds. f. Letter from BSE and NSE conveying their in-principle approval for listing of Bonds. g. Letter from CARE conveying the credit rating for the Bonds. h. Letter from IRRPL conveying the credit rating for the Bonds. i. Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialised form. j. Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in dematerialised form.

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XIV. DECLARATION

The Issuer undertakes that this Disclosure Document contains full disclosures 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. The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information would be doing so at his own risk. Signed pursuant to internal authority granted. for Indian Oil Corporation Ltd.

(Rajiv Bahl) ED (CF& Treasury)

Place: New Delhi Date: May 02, 2013

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