Bharat Oman Refineries Limited. (A Subsidiary of Bharat ... · SBICAP Trustee Company Limited KFin...

PRIVATE PLACEMENT OFFER LETTER

(PRIVATE AND CONFIDENTIAL) FOR ADDRESSEE ONLY

THE PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS

ADDRESSED TO: [●]

SERIAL NUMBER: [●]

Bharat Oman Refineries Limited.

(A Subsidiary of Bharat Petroleum Corporation Limited) Registered Office: Administrative Building, Refinery Complex Post, BORL Residential

Complex, Bina, Dist. Sagar, Madhya Pradesh - 470124 India

Telephone Number: 07580-276000; Fax Number 07580-271013

Website: www.borl.in; CIN No: U11101MP1994PLC008162

FOR PRIVATE CIRCULATION ONLY

The Private Placement Offer Letter is issued in conformity with Companies Act, 2013, as amended, Securities and Exchange Board of India (Issue and Listing

of Debt Securities) Regulations, 2008, as amended, Form PAS-4 prescribed under Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of

Securities) Rules, 2014, as amended, the Companies (Share Capital and Debenture) Rules, 2014, as amended.

This issuance will be under the electronic book mechanism for issuance of debt securities on private placement basis in accordance with SEBI circular January

05, 2018 bearing reference number SEBI/HO/DDHS/CIR/P/2018/05, and SEBI circular dated August 16, 2018 bearing reference number

SEBI/HO/DDHS/CIR/P/2018/122, each as amended (“SEBI EBP Circulars”), and the “Updated Operational Guidelines for issuance of Securities on Private

Placement basis through an Electronic Book Mechanism” issued by BSE vide their notice number 20180928-24 dated September 28, 2018 (“BSE EBP

Guidelines”) The SEBI EBP Circulars and the BSE EBP Guidelines shall be referred to as the “Operational Guidelines”.

PRIVATE PLACEMENT OFFER LETTER DATED JULY 9, 2020

PRIVATE PLACEMENT OFFER LETTER FOR PRIVATE PLACEMENT OF UNSECURED, REDEEMABLE, NON-CONVERTIBLE, NON-

CUMULATIVE, TAXABLE, DEBENTURES OF RS. 300,00,00,000 (THREE HUNDRED CRORE) AT PAR (“BASE ISSUE SIZE”) WITH AN

OPTION TO RETAIN OVERSUBSCRIPTION BY WAY OF GREEN SHOE OPTION UPTO RS. 300,00,00,000 (THREE HUNDRED CRORE)

(“GREEN SHOE OPTION”), AGGREGATING TO RS. 600,00,00,000 (SIX HUNDRED CRORE) (“ISSUE”).

THIS DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF A PROSPECTUS AND NEITHER IS AN OFFER OR

INVITATION UNDER SECTION 42 OF THE COMPANIES ACT 2013, AS AMENDED, BEING MADE UNDER THIS DOCUMENT AND THIS

DOCUMENT IS UPLOADED ON THE BSE’s ELECTRONIC BIDDING PLATFORM TO COMPLY WITH THE SEBI EBP CIRCULARS AND AN

OFFER WILL BE MADE TO IDENTIFIED ELIGIBLE INVESTORS WHICH ARE ISSUED A SERIALLY NUMBERED AND SPECIFICALLY

ADDRESSED PRIVATE PLACEMENT OFFER LETTER AND ACCOMPANYING APPLICATION FORM AFTER COMPLETION OF THE

ELECTRONIC BIDDING, TO SUCCESSFUL BIDDERS ACCEPTABLE TO THE ISSUER.

NEITHER THE ISSUER NOR ANY OF THE CURRENT DIRECTORS OF THE ISSUER HAS BEEN DECLARED AS WILFUL DEFAULTER.

RISK FACTORS

INVESTORS ARE ADVISED TO READ THE SECTION TITLED “MANAGEMENT’S PERCEPTION OF RISK FACTORS” CAREFULLY BEFORE

TAKING AN INVESTMENT DECISION IN RELATION TO THIS ISSUE. FOR THE PURPOSES OF TAKING AN INVESTMENT DECISION,

INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND OF THE ISSUE INCLUDING THE RISKS INVOLVED.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN LEGAL, REGULATORY, TAX, FINANCIAL AND/OR ACCOUNTING ADVISORS

AND OTHER RELEVANT ADVISORS ABOUT RISKS ASSOCIATED WITH AN INVESTMENT IN SUCH DEBENTURES AND THE SUITABILITY

OF INVESTING IN SUCH DEBENTURES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. INVESTMENT IN THESE DEBENTURES

INVOLVES A DEGREE OF RISK AND NEITHER THE INTEREST NOR REDEMPTION AMOUNT IS GUARANTEED. POTENTIAL INVESTORS

ARE ADVISED TO READ THE PRIVATE PLACEMENT OFFER LETTER CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS

ISSUE. FOR TAKING AN INVESTMENT DECISION, INVESTORS MUST USE THEIR OWN JUDGEMENT AND RELY ON THEIR OWN

EXAMINATION OF THE COMPANY AND THE ISSUE INCLUDING THE RISKS INVOLVED.

CREDIT RATING

CRISIL Limited and ICRA Limited have by way of letters dated July 6, 2020 and June 26, 2020, respectively, assigned a rating of “CRISIL AA+ (Stable)”

and “ICRA AAA (Positive)”, respectively, to the Debentures proposed to be issued by the Issuer pursuant to the Private Placement Offer Letter. The ratings

by CRISIL Limited and ICRA Limited are placed on “Rating Watch with Developing Implications” following the announcement in relation to strategic

disinvestment of the Government of India’s stake in Bharat Petroleum Corporation Limited. These ratings of the Debentures by CRISIL Limited and ICRA

Limited indicate high safety for timely servicing of debt obligations. The above ratings are not a recommendation to buy, sell or hold securities and Eligible

Investors (as defined below) should take their own decision. These ratings may be subject to revision or withdrawal at any time by the assigning rating agency

and should be evaluated independently of any other ratings.

TRUSTEE FOR THE DEBENTURE HOLDERS REGISTRAR TO THE ISSUE

SBICAP Trustee Company Limited KFin Technologies Private Limited

Registered Office:

Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai

400020

Telephone Number: 022-4302 5555

Fax Number: 022-2204 0465

Contact Person: Ms. Aayushi Sanghavi, Company Secretary and

Compliance Officer.

E-mail: [email protected]

Registered Office: Selenium Tower B, Plot no. 31 & 32, Financial District, Nanakramguda,

Hyderabad – 500 032.

Telephone Number: 040-67162222

Facsimile: 040-23001153

Contact Person: Mr. S.P. Venugopal, GM – Corporate Registry

Email: [email protected]

ISSUE PROGRAMME

ISSUE OPENS ON: JULY 9, 2020 ISSUE CLOSES ON: JULY 9, 2020

LISTING

The Debentures are proposed to be listed on wholesale debt market segment of the NSE and BSE. The NSE and BSE have granted the in-principle approval by

letters dated July [●], 2020 and July 7, 2020, respectively.

mailto:[email protected]


FOR ADDRESSEE ONLY

1

TABLE OF CONTENTS

SECTION I DEFINITIONS AND ABBREVIATIONS 2

SECTION II DISCLAIMERS 7

SECTION III FORWARD LOOKING STATEMENTS 10

SECTION IV GENERAL INFORMATION 11

SECTION V BRIEF HISTORY OF ISSUER AND ITS SUBSIDIARIES 14

SECTION VI CORPORATE STRUCTURE 16

SECTION VII BUSINESS AND ACTIVITIES OF ISSUER 17

SECTION VIII OUR MANAGEMENT 20

SECTION IX REGULATORY DISCLOSURES 23

DISCLOSURE PERTAINING TO WILFUL DEFAULT 25

SECTION X MANAGEMENT’S PERCEPTION OF RISK FACTORS 27

SECTION XI CAPITAL STRUCTURE OF THE ISSUER 37

SECTION XII FINANCIAL POSITION OF THE ISSUER 40

SECTION XIII FINANCIAL INDEBTEDNESS OF THE ISSUER 43

SECTION XIV SUMMARY TERM SHEET 47

SECTION XV PARTICULARS OF THE OFFER 56

SECTION XVI MATERIAL CONTRACTS AND AGREEMENTS INVOLVING

FINANCIAL OBLIGATIONS OF THE ISSUER 68

SECTION XVII DECLARATION 69

SECTION XVIII ANNEXURES 70


FOR ADDRESSEE ONLY

2

SECTION I

DEFINITIONS AND ABBREVIATIONS

In the Private Placement Offer Letter, in addition to the terms defined elsewhere or unless the context otherwise

requires, the terms defined and abbreviations set out below shall have the meaning as stated in this section.

References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and

modifications.

ISSUER RELATED TERMS

‘Articles’ or ‘Articles of

Association’

Articles of association of the Issuer as amended.

‘Board’ or ‘Board of

Directors’

The board of directors of the Issuer or Committee thereof.

CMD Chairman and Managing Director of the Issuer.

Committee A committee of the Board of Directors.

Director A member of the Board of Directors.

Equity Shares Equity shares of the Issuer of face value of Rs. 10 (ten) each.

Independent Director An independent director referred to in sub-section (4) of Section 149 of the Companies Act.

‘Issuer’ or ‘BORL’ Bharat Oman Refineries Limited. A company incorporated under Companies Act, 1956 and

validly existing under the Companies Act and having its registered office at Administrative

Building, Refinery Complex Post, BORL Residential Complex, Bina, Dist. Sagar Bina, Madhya

Pradesh - 470124 India and bearing CIN No: U11101MP1994PLC008162.

Key Managerial

Personnel

Key managerial personnel, in relation to the Issuer, shall mean:

• Managing Director and chief executive officer or the manager;

• Company secretary;

• Whole-time Directors;

• Chief financial officer;

• Chief operating officer; and

• any such other officer as may be prescribed under the Companies Act.

Memorandum or

Memorandum of

Association

Memorandum of Association of the Issuer as originally framed or as altered from time to time

in pursuance of the Companies Act.

Promoter Bharat Petroleum Corporation Limited.

ISSUE RELATED TERMS

‘Allotment’ or ‘Allot’ The issue and allotment of the Debentures to the successful Applicants pursuant to this Issue.

Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Debentures

and which will be considered as the application for Allotment of Debentures.

‘Applicant’ or ‘Investor’ An Eligible Investor who subscribes to the Debentures pursuant to the terms of the Private

Placement Offer Letter and the Application Form.

Arrangers The entities as listed in this respect in the Private Placement Offer Letter.

Base Issue Size As set out and defined in the cover page to the Private Placement Offer Letter.

Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (‘Beneficial Owner’ of the

Debenture(s) as defined in clause (a) of sub-section of Section 2 of the Depositories Act).

BSE BSE Limited.

BSE EBP Guidelines As set out and defined in the cover page to the Private Placement Offer Letter.

BSE EBP Platform EBP platform of BSE for issuance of debt securities on private placement basis.

Business Day All days excluding Sundays or a holiday when commercial banks are not open for business in

Mumbai, except with reference to Record Date, where Business Days shall mean all days,

excluding Sundays or holiday for the Depositories.

CDSL Central Depository Services (India) Limited.

Change of Control Any person (other than a person in whom the Government of India owns, directly or indirectly,

more than 50% (fifty percent) of the voting rights of its share capital) acquires Control of the

Issuer by obtaining Control of BPCL.

Control Means: (a) the ownership or control of more than 50% (fifty per cent) of the voting rights of the


FOR ADDRESSEE ONLY

3

issued share capital of a company; or (b) the right to appoint and/or remove all or the majority

of the members of a company’s board of directors or other governing body, whether obtained

directly or indirectly, and whether obtained by ownership of share capital, the possession of

voting rights, contract or otherwise; or (c) the power to direct the management and policies of

a company.

‘Coupon’ or ‘Interest’ As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

‘Coupon Payment Date’

or ‘Interest Payment

Date’

As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Credit Rating Agencies Means each of CRISIL and ICRA.

CRISIL CRISIL Limited.

Debentures Unsecured, redeemable, non-convertible, non-cumulative, taxable debentures of face value of

Rs. 10 lakh offered under the Issue through private placement route under the terms of the

Private Placement Offer Letter.

Debenture Trustee SBICAP Trustee Company Limited

Debenture Holder(s) Any person holding the Debentures and whose name appears in the list of Beneficial Owners

provided by the Depositories or whose name appears in the Register of Debenture Holders maintained

by the Issuer or Registrar.

Deemed Date of

Allotment

The cut-off date on which the duly authorized Committee approves the Allotment of the

Debentures that is, the date from which all benefits under the Debentures including Interest on

the Debentures shall be available to the Debenture Holders. The actual allotment of Debentures

(that is, 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,

2018, as amended.

Depositories Act The Depositories Act, 1996, as amended.

‘Depository Participant’

or ‘DP’

A depository participant as defined under Depositories Act.

Disinvestment As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Disinvestment

Completion Date The date on which a Change of Control occurs.

DP Depository Participant.

DRR Debenture Redemption Reserve.

EBP Electronic bidding platform.

ECS Electronic clearing service.

Eligible Investor As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Exchanges BSE and NSE

FPI Foreign portfolio investors as defined under SEBI (Foreign Portfolio Investors) Regulations,

2019, as amended, and registered with SEBI.

Green Shoe Option As set out and defined in the cover page to the Private Placement Offer Letter.

ICCL Indian Clearing Corporation Limited.

ICRA ICRA Limited.

Ineligible Investor As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Issue or Offer Private placement of Debentures, with Base Issue Size of Rs. 300,00,00,000 (Three Hundred

Crore) issued at par with an option to retain oversubscription by way of Green Shoe Option up

to Rs. 300,00,00,000 (Three Hundred Crore), aggregating to the Total Issue Size up to Rs.

600,00,00,000 (Six Hundred Crore).

Issue Opening Date As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Issue Closing Date As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

ISIN International Securities Identification Number.

ISIN Circulars SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 as amended, and SEBI Circular

CIR/DDHS/P/59/2018 dated March 28, 2018, as amended

Listing Agreement Listing agreement as defined under the SEBI LODR.

NEFT National electronic funds transfer.

Non-QIB Investors The following entities that are not QIBs, and are specifically mapped by the Issuer to this Issue

on the BSE EBP Platform:

• Companies and bodies corporate authorized to invest in bonds or debentures;

• Co-operative banks and regional rural banks authorized to invest in bonds or debentures;

• Gratuity funds and superannuation Funds;

• Provident funds and pension funds with corpus of less than Rs.25 Crore;

• Societies authorized to invest in bonds or debentures;


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• Trusts authorized to invest in bonds or debentures;

• Statutory corporations or undertakings established by central or state legislature authorized

to invest in bonds or debentures;

• Any other investor that are authorized to invest in Debentures by their respective

constitutional and/or charter documents, subject to compliance with respective applicable

law(s), subject to confirmation from the Issuer.

NSE National Stock Exchange of India Limited.

NSDL National Securities Depository Limited.

NSCI National Safety Council of India

Pay in Date As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Private Placement Offer of Debentures or invitation to subscribe to the Debentures of the Issuer (other than by way

of public offer) through issue of the Private Placement Offer Letter to Eligible Investors on such

conditions including the form and manner of private placement as prescribed under the

Companies Act.

Private Placement Offer

Letter

The private placement offer letter dated July 9, 2020 for Private Placement of Debentures.

Put Option As defined in Section XV “Particulars of the Offer” of the Private Placement Offer Letter.

Put Option Event

This occurs if there is a downward revision in the credit rating of the Debentures or the Issuer

by either CRISIL or ICRA to “AA-” or lower, at any time in the Rating Period, provided the

Put Option Event will only be triggered where such downward revision is to the Put Rating

Level. The first rating action in the Rating Period of each rating agency, being both CRISIL and

ICRA will be considered to determine if a Put Option Event has been triggered. For the

avoidance of doubt, if one of the Credit Rating Agencies downgrades the Issuer or the

Debentures to a rating level above the Put Rating Level and then the other Credit Rating

Agency’s first rating action (which is subsequent) is to downgrade either the Issuer or

Debentures to the Put Rating Level, then the Put Option Event will be triggered. Any subsequent

rating downgrade after the first rating downgrade by each of CRISIL or ICRA, whether in the

Rating Period or thereafter, will not be treated as a Put Option Event. The Put Option Event

excludes any credit rating action with respect to placing the Debentures or the Issuer on “credit

watch”, “rating being under watch with developing implications” or a mere change in the rating

outlook within the aforementioned Rating Period.

Put Option Notice As defined in Section XV “Particulars of the Offer” of the Private Placement Offer Letter.

Put Option Redemption

Date

As defined in Section XV “Particulars of the Offer” of the Private Placement Offer Letter.

Put Period Within 30 (thirty) calendar days of the occurrence of the Put Option Event.

Put Price The Redemption Amount payable on the Redemption Date in respect of any Debentures in

respect of which the Put Option is exercised.

Put Rating Level “AA-” or lower by any Credit Rating Agency.

QIB Qualified institutional buyers (as defined under Regulation 2(1)(ss) of the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as

amended, which comprises of the following investors:

• a mutual fund, venture capital fund, alternative investment fund and foreign venture capital

investor registered with the SEBI;

• foreign portfolio investor other than individuals, corporate bodies and family offices;

• a public financial institution;

• a scheduled commercial bank;

• a multilateral and bilateral development financial institution;

• a state industrial development corporation;

• an insurance company registered with the Insurance Regulatory and Development Authority of

India;

• a provident fund with minimum corpus of ₹25 Crores;

• a pension fund with minimum corpus of ₹25 Crores;

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

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

• insurance funds set up and managed by army, navy or air force of the Union of India;

• insurance funds set up and managed by the Department of Posts, India; and

• systemically important NBFCs.

Rating Period

Means the period from: (a) the date of execution of a binding sale and purchase agreement with

a purchaser as determined by the Government of India to and until (b) a period of 90 (ninety)

days after the Disinvestment Completion Date which results in the Change of Control.

RBI Reserve Bank of India.


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Record Date As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Redemption Amount As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Redemption Date As defined in Section XIV “Summary Term-Sheet” of the Private Placement Offer Letter.

Registrar of Companies Registrar of Companies, Gwalior

Register of Debenture

Holders

The register maintained containing the name of Debenture Holders entitled to receive the

Interest or redemption amount in respect of the Debentures on the Record Date and whose name

appears in the list of Debenture Holders appearing in the record of Beneficial Owners

maintained by the Depository as the Debentures are issued in demat form only and if any

Debentures are subsequently rematerialized, the register maintained by the Issuer of the names

of Debenture Holders entitled to receive the Interest or redemption amounts on the Record Date,

maintained at the registered office of the Issuer under the Companies Act.

Registrar to the Issue KFin Technologies Private Limited

RTGS Real Time Gross Settlement.

SCD Rules Companies (Share Capital and Debenture) Rules, 2014, as amended.

SEBI Securities and Exchange Board established under Securities and Exchange Board of India Act,

1992, as amended.

SEBI Act Securities and Exchange Board of India Act, 1992, as amended.

SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008, as amended.

SEBI Guidelines Any rule, regulation or amendment as may be issued by SEBI from time to time.

SEBI LODR SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended.

Step Up Event As defined in Section XV “Particulars of the Offer” of the Private Placement Offer Letter.

Step-Up Rate As defined in Section XV “Particulars of the Offer” of the Private Placement Offer Letter.

Total Issue Size Rs 600,00,00,000 (Six Hundred Crore), being - Rs. 300,00,00,000 (Three Hundred Crore) as

Base Issue size with greenshoe option to retain up to 300,00,00,000 (Three Hundred Crore).

Trustee Delivery Date As defined in Section XV “Particulars of the Offer” of the Private Placement Offer Letter.

BUSINESS RELATED TERMS, CONVENTIONAL AND GENERAL TERMS, AND REFERENCES TO

OTHER ENTITIES

ATF Airline turbine fuel.

BPCL Bharat Petroleum Corporation Limited.

CCR Continuous Catalytic Reformer.

CHT Centre for High Technology

Companies Act Companies Act, 2013, as amended.

COT Crude Oil Terminal

Crore An amount of Rs. 1,00,00,000.

CSR Corporate social responsibility

DCU Delayed Coker Unit

Debt Securities Non-convertible debt securities which create or acknowledge indebtedness and includes

debentures, bonds and such other securities of the Issuer, whether constituting a charge on the

assets of the Issuer or not, but excludes security receipts and securitized debt instruments.

DHT Diesel Hydrotreater

EBITDA Earnings before interest, tax, depreciation and amortization.

FCHC Full Conversion Hydro-Cracker

Financial Year or FY Period of 12 months ended March 31 of that particular year.

GRM Gross Refining Margin.

GoI or Government Government of India.

GoMP Government of Madhya Pradesh.

HSD High speed diesel.

IRIM International Research Institute for Manufacturing

ISO International Organization for Standardization

Km. Kilometer.

Lakh An amount of 1,00,000.

LTA Lost time accident.

LPG Liquefied petroleum gas. Light gases such as butane and propane that exist as liquids under

pressure.

MBN Specific energy consumption.

Million An amount of 1,000,000.


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MMT Million metric tonnes.

MMTPA Million metric tonne per annum.

MoPNG Ministry of Petroleum and Natural Gas.

MS Motor Spirit.

MSIHC Rules Manufacturing, Storage and Import of Hazardous Chemicals Rules, 1989, as amended

MT Metric tonnes.

NRL Numaligarh Refinery Limited.

OQ OQ S.A.O.C. formerly known as Oman Oil Company S.A.O.C

OGCF Oil and Gas Conservation Fortnight.

PAN Permanent account number.

Product Off-take

Agreement

As defined in Section X “Management’s Perception of Risk Factors” of the Private Placement

Offer Letter.

PSM Process Safety Management.

PSU Public sector undertaking.

Refinery The refinery of the Issuer located at Bina, Madhya Pradesh.

RoU Right of use.

Rs. or INR or ₹ Indian National Rupee.

SPM Single Point Mooring

TMT Thousand Million Tonnes.

TDS Tax deducted at source.

VAT Value added tax.

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DISCLAIMER OF THE ISSUER

The Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and is prepared in

accordance with Companies Act, and Rule 14 of the PAS Rules, SEBI Guidelines including SEBI Debt Regulations.

This document does not and shall not be deemed to constitute an offer or an invitation to the public generally to subscribe

for or otherwise acquire the Debentures to be issued by BORL. This document is for the exclusive use of the Eligible

Investors to whom it has been specifically addressed and it should not be circulated or distributed to third party(s). This

Issue is made strictly on private placement basis.

The Private Placement Offer Letter has been prepared to give general information regarding BORL to parties proposing

to invest in this issue of Debentures and it does not purport to contain all the information that any such party may

require after the date hereof. The Issuer accepts no responsibility for statements made other than in the Private

Placement Offer Letter or any other material expressly stated to be issued by or at the instance of the Issuer in

connection with the issue of the Debentures and the Eligible Investor placing reliance on any other source of

information would be doing so at their or its own risk.

BORL does not undertake to update the Private Placement Offer Letter to reflect subsequent events. BORL accepts no

responsibility for statements made in any advertisement or another material and anyone placing reliance on any other

source of information does so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and investigation of the financial condition

and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer before making any investment

and should be experienced in investing in debt markets and able to bear the economic risk of investing in

Debentures. It is the responsibility of prospective subscribers to have obtained all consents, approvals or

authorizations required by them to make an offer to subscribe for, and purchase the Debentures. Eligible Investors

should consult their own financial, legal, tax and other professional advisors as to the risks and investment

considerations arising from an investment in the Debentures and should analyse such investment and the suitability

of such investment to such Eligible Investor's particular circumstances.

The person who is in receipt of the Private Placement Offer Letter shall not reproduce or distribute in whole or

part or make any announcement in public or to a third party regarding its contents, without the prior written

consent of the Issuer.

DISCLAIMER OF THE INTERMEDIARIES

None of the intermediaries, including the legal counsel, or their agents or advisors associated with this Issue

undertakes to review the financial condition or affairs of the Issuer or the factors affecting the Debentures or have

any responsibility to advise any Eligible Investor. The intermediaries and their agents or advisors associated with

the Private Placement Offer Letter have not separately verified the information contained herein. Accordingly, no

representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any such

intermediary, agent or advisor as to the accuracy or completeness of the information contained in the Private

Placement Offer Letter or any other information provided by the Issuer. Accordingly, all such intermediaries,

agents or advisors associated with this Issue shall have no liability in relation to the information contained in the

Private Placement Offer Letter or any other information provided by the Issuer in connection with this Issue.

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or

adequacy of the Private Placement Offer Letter. It is to be distinctly understood that the Private Placement Offer

Letter should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI

does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue

is proposed to be made, or for the correctness of the statements made or opinions expressed in the Private

Placement Offer Letter. However, the SEBI reserves the right to take up at any point of time, with the Issuer, any

irregularities or lapses in the Private Placement Offer Letter.

SECTION II

DISCLAIMERS


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8

DISCLAIMER OF THE ARRANGERS

It is advised that the Issuer has exercised self-due-diligence to ensure complete compliance of prescribed

disclosure norms in the Private Placement Offer Letter. The role of the Arrangers to the Issue in the assignment

is confined to marketing and placement of the Debentures on the basis of the Private Placement Offer Letter as

prepared by the Issuer. The Arrangers to the Issue have neither scrutinized or vetted nor have they done any due-

diligence for verification of the contents of the Private Placement Offer Letter. The Arrangers to the Issue shall

use the Private Placement Offer Letter for the purpose of soliciting subscription from qualified institutional

investors in the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly understood

that the use of the Private Placement Offer Letter by the Arrangers to the Issue shall neither in any way be deemed

or construed that the Private Placement Offer Letter has been prepared, cleared, approved or vetted by the

Arrangers to the Issue, nor do they in any manner warrant, certify or endorse the correctness or completeness of

any of the contents of the Private Placement Offer Letter; nor do they take responsibility for the financial or other

soundness of the Issuer, its Promoter, its management or any scheme or project of the Issuer. The Arrangers to

the Issue 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 the Private Placement Offer Letter.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of the Private Placement Offer Letter has been submitted to the Exchanges for hosting the

same on its website. It is to be distinctly understood that such submission of the document with the Exchanges or

hosting the same on their website should not in any way be deemed or construed that the Private Placement Offer

Letter has been cleared or approved by the Exchanges; nor do they in any manner warrant, certify or endorse the

correctness or completeness of any of the contents of this document; nor do they warrant that the Issuer’s

Debentures will be listed or continue to be listed on the Exchanges; nor do they take responsibility for the financial

or other soundness of the Issuer, its Promoter, its management or any scheme or project of BORL. Every person

who desires to apply for or otherwise acquire any debentures of the Issuer may do so pursuant to independent

inquiry, investigation and analysis and shall not have any claim against the relevant Exchanges whatsoever by

reason of any loss which may be suffered by such person consequent to or in connection with such subscription

or acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

CAUTIONARY NOTE

By investing in the Debentures, the Eligible Investor(s) acknowledge that they: (i) are knowledgeable and

experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk

and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing

the Debentures, (ii) have not requested the Issuer to provide it with any further material or other information, (iii)

have not relied on any investigation that any person acting on their behalf may have conducted with respect to the

Debentures, (iv) have made their own investment decision regarding the Debentures based on their own

knowledge (and information they have or which is publicly available) with respect to the Debentures or the Issuer,

(v) have had access to such information as deemed necessary or appropriate in connection with purchase of the

Debentures, (vi) are not relying upon, and have not relied upon, any statement, representation or warranty made

by any person, including, without limitation, the Issuer, and (vii) understand that, by purchase or holding of the

Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the

Debentures, including the possibility that they may lose all or a substantial portion of their investment in the

Debentures, and they will not look to the Debenture Trustee or other intermediaries appointed for the Debentures

for all or part of any such loss or losses that they may suffer.

DISCLAIMER IN RESPECT OF JURISDICTION

The Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures

herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such

jurisdiction. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts in Mumbai, India.


FOR ADDRESSEE ONLY

9

ELIGIBLE INVESTOR ACKNOWLEDGEMENT

Each person receiving the Private Placement Offer Letter acknowledges that:

(i) Such person has been afforded an opportunity to request and to review and has received all additional

information considered by it to be necessary to verify the accuracy of or to supplement the information

herein and such person has not relied on any intermediary that may be associated with issuance of

Debentures in connection with its investigation of the accuracy of such information or its investment

decision. Each such person in possession of the Private Placement Offer Letter should carefully read and

retain the Private Placement Offer Letter. However, each such person in possession of the Private Placement

Offer Letter is not to construe the contents of the Private Placement Offer Letter as investment, legal,

accounting, regulatory or tax advice, and such persons in possession of the Private Placement Offer Letter

should consult their own advisors as to all legal, accounting, regulatory, tax, financial and related matters

concerning an investment in the Debentures. The Issuer does not undertake to update the Private Placement

Offer Letter to reflect subsequent events after the date of the Private Placement Offer Letter and thus it should

not be relied upon with respect to such subsequent events without first confirming its accuracy with the

Issuer.

(ii) Neither the delivery of the Private Placement Offer Letter nor any issue of Debentures made thereunder

shall, under any circumstances, constitute a representation or create any implication that there has been no

change in the affairs of the Issuer since the date hereof; and

(iii) The Private Placement Offer Letter does not constitute, nor may it be used for or in connection with, an offer

or solicitation by anyone in any jurisdiction other than in India in which such offer or solicitation is not

authorised or to any person to whom it is unlawful to make such an offer or solicitation. No action is being

taken to permit an offering of the Debentures or the distribution of the Private Placement Offer Letter in any

jurisdiction where such action is required. The distribution of the Private Placement Offer Letter and the

offer, sale, transfer, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions.

Persons who have possession of the Private Placement Offer Letter are required to inform themselves about

any such restrictions. No action is being taken to permit an offering of the Debentures or the distribution

of the Private Placement Offer Letter in any jurisdiction other than India.



FOR ADDRESSEE ONLY

10

SECTION III

FORWARD LOOKING STATEMENTS

Certain statements in the Private Placement Offer Letter are not historical facts but are “forward-looking” in nature.

Forward-looking statements appear throughout the Private Placement Offer Letter. Forward-looking statements

include statements concerning the Issuer’s plans, financial performance etc., if any, the Issuer’s competitive

strengths and weaknesses, and the trends the Issuer anticipates in the industry, along with the political and legal

environment, and geographical locations, in which the Issuer operates, and other information that is not historical

information.

Words such as “aims”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “future”, “goal”,

“intend”, “is likely to”, “may”, “plan”, “predict”, “project”, “seek”, “should”, “targets”, “would” and similar

expressions, or variations of such expressions, are intended to identify and may be deemed to be forward looking

statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific,

and assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-

looking statements will not be achieved.

Eligible Investors should be aware that a number of important factors could cause actual results to differ materially

from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

These factors include, but are not limited, to:

(i) compliance with laws and regulations, and any further changes in laws and regulations applicable to

India, especially in relation to the gas sector;

(ii) availability of adequate debt and equity financing at reasonable terms;

(iii) the Issuer’s ability to effectively manage financial expenses and fluctuations in interest rates;

(iv) the Issuer’s ability to successfully implement its business strategy;

(v) the Issuer’s ability to manage operating expenses;

(vi) performance of the Indian debt and equity markets; and

(vii) general, political, economic, social, business conditions in Indian and other global markets.

By their nature, certain market risk disclosures are only estimates and could be materially different from what

actually occurs in the future. Although the Issuer believes that the expectations reflected in such forward-looking

statements are reasonable at this time, the Issuer cannot assure Eligible Investors that such expectations will prove

to be correct. Given these uncertainties, Eligible Investors are cautioned not to place undue reliance on such

forward-looking statements. If any of these risks and uncertainties materialize, or if any of the Issuer’s underlying

assumptions prove to be incorrect, the Issuer’s actual results of operations or financial condition could differ

materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward

looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these

cautionary statements. As a result, actual future gains or losses could materially differ from those that have been

estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect events or

circumstances after the date hereof.

Forward looking statements speak only as of the date of the Private Placement Offer Letter. None of the Issuer, its

directors, its officers or any of their respective affiliates or associates has any obligation to update or otherwise

revise any statement reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying

events, even if the underlying assumptions do not come to fruition.



FOR ADDRESSEE ONLY

11

SECTION IV

GENERAL INFORMATION

4.1 ISSUER

Name of the Issuer Bharat Oman Refineries Limited.

Registered Office Administrative Building, Refinery Complex Post, BORL Residential Complex,

Bina, Dist. Sagar, Madhya Pradesh - 470124 India.

Corporate Office Bharat Oman Refineries Ltd., c/o BPCL Refinery, Mahul, Mumbai – 400 074 India.

Date of Incorporation February 25, 1994.

CIN No. U11101MP1994PLC008162*

Telephone Number 07580-276000

Fax Number 07580-271013

Website www.borl.in

Compliance Officer Mr. Shubhendu Tewari.

Room No. 29, Ground Floor, Admin Building, North Block, BPCL Mumbai

Refinery, Mahul Village, Mumbai – 400074

Tel: 022 25533029

E-mail: [email protected] CFO of the Issuer Mr. Manoj Heda

* Consequent to the Issuer becoming Government company, it has applied to RoC at Gwalior for changing the sub-category

from a non-Government to a Government company and updating the company identification number in the master data of the

Ministry of Corporate Affairs. As on the date of the Private Placement Offer Letter, this is under process.

4.2 DEBENTURE TRUSTEE

SBICAP Trustee Company Limited

Registered Office: Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai 400020

Telephone Number: 022-4302 5555

Facsimile: 022-2204 0465

Contact Person: Ms. Aayushi Sanghavi, Company Secretary and Compliance Officer.

E-mail: [email protected]

A copy of the consent letter from M/s SBICAP Trustee Limited is enclosed as Annexure I to the Private

Placement Offer Letter. M/s SBICAP Trustee Limited has given its consent to the Issuer for its appointment under

regulation 4(4) of the SEBI Debt Regulations and in all subsequent periodical communication sent to the

Debenture Holders.

4.3 REGISTRAR

KFin Technologies Private Limited

Registered Office: Selenium Tower B, Plot no. 31 & 32, Financial District, Nanakramguda, Hyderabad – 500 032.

Telephone Number: 040-67162222

Facsimile: 040-23001153

Contact Person: Mr. S.P. Venugopal, GM – Corporate Registry


4.4 LEGAL COUNSEL TO THE ISSUE

ZBA

412 Raheja Chambers

213 Nariman Point

Mumbai 400 021

Telephone Number: +91 22 6743 5013

Facsimile: + 91 22 4979 1432





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12

4.5 ARRANGERS FOR THE ISSUE

[●] [●]

[●] [●]

[●] [●]

[●] [●]

[●] [●]

4.6 CREDIT RATING AGENCIES FOR THE ISSUE

CRISIL LIMITED ICRA LIMITED

CRISIL House,

Central Avenue, Hiranandani Business Park,

Powai, Mumbai- 400 076

Tel: + 91 22 3342 3000

Fax: +91 22 3342 3050

Website: www.crisil.com

1105, Kailash Building,

11th Floor, 26, Kasturba Gandhi Marg,

New Delhi – 110001

Tel: +91 11 23357940/50

Fax: +91 11 23357014

Website: www.icra.in

CRISIL and ICRA have by way of letters dated July 6, 2020 and June 26, 2020, respectively, assigned a rating of

“CRISIL AA+” and “ICRA AAA”, respectively, to the Debentures proposed to be issued by the Issuer pursuant

to the Private Placement Offer Letter. The ratings by CRISIL and ICRA are placed on “Rating Watch with

Developing Implications” following the announcement in relation to strategic disinvestment of the Government’s

stake in BPCL. This rating of the Debentures by CRISIL and ICRA indicate a high safety for timely servicing of

debt obligations. Such instruments carry low credit risk. A copy of rating letters from CRISIL and ICRA are

enclosed as Annexure II to the Private Placement Offer Letter.

Other than the credit rating mentioned hereinabove, the Issuer has not sought any other credit rating from any

other credit rating agency(ies) for the Debentures offered for subscription under the terms of the Private Placement

Offer Letter.

The above rating is not a recommendation to buy, sell or hold securities and Eligible Investors should take their

own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and

the rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any

point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis

of new information etc.

4.7 STATUTORY AUDITORS OF THE ISSUER

S. No Name Address Auditors of the Issuer since

1

M/s CNK & Associates

LLP

Chartered Accountants,

ICAI Firm Registration:

101961W/W100036

Narain Chambers, 5th Floor, M G Road, Vile Parle

East, Mumbai 400057

Tel: 022- 62507600/01/02


Contact Person: Mr. Vijay Mehta

In the 25th AGM held on August

20, 2019, M/s CNK & Associates

LLP was appointed for 3 years

which was communicated vide its

letter dated August 27, 2019.

http://www.crisil.com/

http://www.icra.in/


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13

4.8 DETAILS OF CHANGE IN AUDITORS OF THE ISSUER SINCE LAST 3 (THREE) YEARS

S.

No

.

Finan

cial

Year

Name and Address Date of Appointment

or Cessation

Auditor of the Issuer

since (in case of

Cessation)

Remark

(if any)

1 2016-

2017,

2017-

2018,

2018-

2019

M/s V. Sankar Aiyar & Co

Chartered Accountants,

ICAI Firm Registration:

109208W

2-C Court Chambers, 35

New Marine Lines,

Mumbai 400020

Cessation Date

August 20, 2019

Auditor Since Financial

Year 2009-2010

In the 21st AGM held on

September 29, 2015, M/s V.

Sankar Aiyar & Co. was

appointed for 4 years which

was communicated vide its

letter dated October 9, 2015.

4.9 DETAILS OF CORPORATE AUTHORIZATIONS

4.9.1 The Board resolution dated May 28, 2020 is attached as Annexure III to the Private Placement

Offer Letter.

4.9.2 The shareholder’s resolution dated September 23, 2014 is attached as Annexure IV to the

Private Placement Offer Letter.



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14

SECTION V

BRIEF HISTORY OF ISSUER

5.1 BRIEF HISTORY OF THE ISSUER

Bharat Oman Refineries Limited was formed pursuant to a memorandum of understanding between the

President of India through the MoPNG, the Government of the Sultanate of Oman, OQ (formerly known

as Oman Oil Company S.A.O.C.) and BPCL.

The Issuer was incorporated as a joint venture between BPCL and OQ (formerly known as Oman Oil

Company S.A.O.C.), with each party holding a 50% stake in the Issuer. In March 2020, 361.11 million

warrants out of 1147.19 million share warrants held by BPCL were converted into equity shares; thus

increasing its equity stake in BORL to 63.38%.

Consequent to this increase in shareholding of BPCL, BORL has become subsidiary of BPCL and is a

Government company under section 2(45) of the Companies Act.

BPCL continues to hold 786.08 million share warrants, and the Government of Madhya Pradesh holds

26.9 million share warrants in the Issuer.

OQ S.A.O.C. (formerly known as Oman Oil Company S.A.O.C) is the other equity partner in the Issuer.

Presently, BPCL and OQ hold 63.38% and 36.62% equity stake respectively in the Issuer, which has a

paid-up capital of INR 24.27 billion.

The Issuer commissioned the Refinery with a capacity of 6 MMTPA in June 2011 at Bina, Madhya

Pradesh. The capacity of the Refinery was expanded to 7.8 MMTPA in October 2018. The Issuer also

has a single point mooring (“SPM”) system and a crude oil terminal (“COT”) in Vadinar and a dedicated

937-km cross-country pipeline from Vadinar, Gujarat to Bina. The facilities at Bina also include a 99MW

captive power plant for supplying steam and power to various processing units.

The Refinery includes ‘Full Conversion Hydro-Cracker’ (“FCHC”) unit integrated with a ‘Diesel

Hydrotreater’ (“DHT”), ‘Delayed Coker Unit’ (“DCU”) and ‘Continuous Catalytic Reformer’ (“CCR”).

The selected configuration has been designed to process Arab Mix crude (65% Arab Light and 35% Arab

Heavy). With Nelson Complexity Index of 11.3, the Refinery has capability to process several Middle-

East and other sour crudes of sulphur levels up to 3% by weight. It may be noted that the Refinery

operates first of its kind integrated FCHC-DHT and a unique 3 drum DCU configuration giving it

economic benefits.

The Issuer has also entered into a long term Product Off-take Agreement with BPCL which assures

product off-take from the Refinery and at the same time enables BPCL to meet the product demand

deficit in the northern and central parts of India.

The Issuer has strong promoter support and has a sound track record of servicing its debt and its account

is presently ‘Standard’ with all its banks. The Issuer’s bank facilities have long term rating of AA+ and

short term rating of A1+ from CRISIL.

The Issuer has received certain financial incentives by Government of Madhya Pradesh in connection

with our refinery operations such as:

• Interest free VAT loan of Rs. 250 Crores per annum for a period of 15 (fifteen) years amounting

to a total of Rs 3750 Crores from commencement date. This loan is required to be repaid after

expiry of 180 months from the date of disbursement.

• Exemption from entry tax and octroi on crude oil required by refinery and sourced from outside

the state of Madhya Pradesh, for a period of 15 (fifteen) years from the date of commencement

of commercial production at the Refinery.


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15

5.2 AWARDS AND RECOGNITION

The Issuer’s performance has been acknowledged by various external agencies. A few of the major

awards and accolades received by the Issuer are as below:

S No Major Awards And Accolades

1 BORL has been awarded the “National Energy Conservation Award 2017”

2 BORL conferred Gold Medal in the National Awards for Manufacturing Competitiveness 2016-17

organized by IRIM.

3 BORL has been awarded CII National Award for “Excellence in Energy Management - 2017”

4 BORL is conferred with Oil Industry Safety Award for the year 2015-16 in “Individual Contribution

Towards Safety”

5 ‘Lowest Steam Leak’ award in OGCF 2015 from CHT MoPNG at 20th Refinery Technology Meet.

6 BORL won “Shreshta Suraksha Puraskar” (Silver Trophy) in NSCI Safety Awards 2017.

7 BORL has been awarded “First Prize” in Bhopal Vigyan Mela 2018.

8 BORL was conferred National CSR Leadership Awards 2020 for its contribution in the areas of

‘Sports/Promotions Development’ by Economic Times Now & World CSR Congress on February 18,

2020.

5.3 DETAILS OF SHAREHOLDERS

BPCL is a public sector undertaking with a “Maharatna” status, a company identified by Government of

India having potential to become a global giant. BPCL is an integrated oil company engaged in refining

of crude oil and marketing of petroleum products. BPCL plays a significant role within the Indian energy

sector being the second largest refining company in India. With sales revenues of INR 3,406 bn in FY

2018-19, BPCL was ranked 275th amongst the Fortune Global 500 companies in year 2019. The main

activities of BPCL include crude oil refining, storage, distribution and marketing of petroleum products.

BPCL operates two refineries in India producing wide variety of petroleum products, one in Mumbai

with a capacity of 12 MMTPA and the other in Kochi with a capacity of 15.5 MMTPA. BPCL also holds

61.65% in a “Mini Ratna” company, being, Numaligarh Refinery Limited (“NRL”) with a capacity of 3

MMTPA. The 7.8 MMTPA Refinery of the Issuer in which BPCL currently has 63.4% equity stake was

fully commissioned in June 2011. BPCL is engaged in the retailing of petrol, diesel and kerosene, besides

various non-fuel products and value-added services through its robust network of more than 15,000 retail

outlets. BPCL had a domestic market share of 21% in marketing of petroleum products in FY 2018-19.

In addition, BPCL has also diversified into the field of petrochemicals, gas marketing and upstream

exploration.

OQ S.A.O.C. (formerly known as Oman Oil Company S.A.O.C) is a commercial company wholly owned

by the Government of the Sultanate of Oman. OQ was incorporated to pursue investment opportunities

in the energy sector both inside and outside Oman. OQ is focused on the development of oil and gas-

based industries and other energy and energy related projects in partnership with international industry

players capturing the value chain in the oil and gas sector. Local and international investments of OQ

include various projects covering areas of exploration and production of petroleum, refining and

marketing, petrochemicals, energy infrastructure, metals, shipping and trading, and power.



FOR ADDRESSEE ONLY

16

SECTION VI

CORPORATE STRUCTURE


FOR ADDRESSEE ONLY

17

SECTION VII

BUSINESS AND ACTIVITIES OF ISSUER

7.1 Overview

BORL was incorporated as a limited liability company on February 25, 1994 under the Companies Act,

1956. The Issuer has its registered office at Administrative Building, Refinery Complex, Post BORL

Residential Complex, Bina - 470 124, Dist. Sagar, Madhya Pradesh, India. The key details of the Issuer

are indicated in the following table.

Name of the Company Bharat Oman Refineries Ltd.

Company Identification Number U11101MP1994PLC008162*

Date of Incorporation February 25, 1994

Date of Commencement of Business May 15, 1994

Registered Office Address

Administrative Building, Refinery Complex, Post BORL

Residential Complex, Bina - 470 124, Dist. Sagar, Madhya

Pradesh, India

Corporate Office Address Bharat Oman Refineries Ltd., c/o BPCL Refinery, Mahul,

Mumbai – 400 074

Key Business Refining and sale of petroleum products.

Facilities

Refinery: Bina, Dist. - Sagar, Madhya Pradesh

SPM: Off Sikka Port, Vadinar, Dist. - Jamnagar, Gujarat

COT: Vadinar, Dist. - Jamnagar, Gujarat

Pipeline: Cross country pipeline from Vadinar to Bina

* Consequent to the Issuer becoming Government company, it has applied to RoC at Gwalior for changing the sub-

category from a non-Government to a Government company and updating the company identification number in the

master data of the Ministry of Corporate Affairs. As on the date of the Private Placement Offer Letter, this is under

process.

In March 2020, 361.11 million warrants held by BPCL were converted into equity shares; thus increasing

BPCL’s equity stake in BORL from 50% to 63.38%. OQ S.A.O.C. (formerly known as Oman Oil

Company S.A.O.C) is the other equity partner in the Issuer. Consequent to change in shareholding, the

Issuer has become Government company in accordance with the Companies Act.

The Issuer owns and operates a Refinery of 7.8 MMTPA (recently enhanced from 6 MMTPA) nameplate

capacity at Bina, Madhya Pradesh. The Refinery is an inland refinery to primarily cater to the petroleum

product requirements of BPCL in central and northern India.

The Refinery, with high ‘Nelson Complexity Index’ of 11.3, has the flexibility to process a wide range

of crude oil grades thereby reducing the Issuer’s dependence on any given type of crude oil. The Refinery

has configuration to process more value added distillate yield and produce a superior value added product

slate.

The Refinery, with a high distillate yield of about 84%, and being located in central India is well placed

to address the regional demand-supply gap in India, thus providing the Issuer with inland freight

advantage as compared to the coastal refineries.

India stands amongst the top 10 refiners in the world with an installed refining capacity of more than 249

MMTPA in 2019. India is fast becoming a refining hub with huge potential to cater to its rising local and

regional demand. However, many refineries in the country are located along the coast and the products

are brought from the coast to the inland markets incurring cost on transportation. Considering this, the

Refinery at Bina has been conceived as an inland refinery to service the demand in central and northern

India. The Issuer brings crude oil to the inland refinery through a 935 km long cross-country pipeline,

which is a cheaper and convenient option compared to transfer of products from refineries located along

the coast. The refinery meets the captive demand of BPCL for petroleum products in the central and

northern region of India.


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18

The Issuer has achieved capability to produce BS-VI compliant fuels in November 2018, well ahead of

the timeline stipulated by the Government of India. The Issuer has ensured consistent and sustained

performance of the Refinery.

The manufacturing of value-added products also enables the Issuer to maintain higher a Gross Refining

Margin (“GRM”), and the Issuer has consistently outperformed Singapore’s benchmark GRMs during

normal operating cycles. The Issuer’s GRM is one of the best in the industry. The Refinery’s flexibility

to process a wide variety of very heavy, high sulphur crude oil grades, strong operational efficiency of

refinery and processing of high value added distillate yield contributes to the high GRMs.

7.2 Products

Typical product slate of the Refinery for the designed Arab Mix crude (65% Arab Light and 35% Arab

Heavy by weight) is given in the following table.

Product Pattern Arab Mix 65/35

LPG 3.1%

MS 16.5%

Kero + ATF 11.5%

Total HSD 52.6%

Total Distillate 83.7%

Pet coke 7.8%

Sulphur 1.8%

Fuel and Loss 6.7%

The Refinery product slate has been optimized to maximize high value diesel, gasoline and aviation

turbine fuel, minimize naphtha and eliminate low value products like bitumen and fuel oil. All the

products conform to the applicable national standards for the production and sale of petroleum products

in India.

7.3 Strategic Location of our Refinery with Competitive Advantages in Access to Key Markets

The Refinery is strategically located with competitive advantages in access to supply deficient target

markets of central and northern India. The strategic location provides competitive advantage over Indian

and foreign refineries that are required to bear overland or other transportation costs for moving their

petroleum products from other parts of the country into northern India. The Refinery is also well

connected for the evacuation of our petroleum products by rail, road and product pipelines to service our

target markets in central and northern India.

7.4 Health Safety and Environment

The Issuer’s ‘Quality, Environment, Occupational Health and Safety’ policy is diligently followed by all

its employees. The ‘Process Safety Management’ practices of the Issuer ensures a safe and healthy work

place environment. All statutory and regulatory parameters on health, safety and environment are

regularly checked in accordance with established norms

7.4.1 Health

The Issuer has an ‘Occupational Health Centre’ at the Refinery in Bina, which is certified with

the management systems of OHSAS 18001, ISO 9001 and ISO 14001. Further, the Issuer has

developed an ‘Employee Health Management System’ to monitor the health trends of the

employees and also carries out various programmes to improve the ‘Community Lifestyle

Improvement Programs’ for families of employees and the wellness of the nearby communities.

7.4.2 Safety

The Issuer has implemented various safety management systems and procedures in line with

statutory provisions and adhering to best practices in the industry. The Issuer has also adopted

industry leading safety standards for both occupational safety (protection of people) and process

safety (protection against major process incidents). The Issuer is certified to the international


FOR ADDRESSEE ONLY

19

safety management systems standard OHSAS 18001 and are in the process of migrating to the

newly introduced ISO 45001 standard. For process safety management (“PSM”), the Issuer has

implemented fourteen standards in line with international best practice and has a structure of

PSM element champions, department champions and lead persons to help drive continuous

improvement.

The Issuer has a well defined permit to work system and regular audits are conducted to identify

improvements. There is also a motivational scheme to encourage staff for reporting of near miss

incidents, unsafe acts and unsafe conditions.

Since commissioning the Refinery, the Issuer have demonstrated a clear continuous

improvement in terms of both injuries and process incidents. The Refinery, including refinery

projects, recently achieved one year without a lost time accident (“LTA”) for the first time. On

August 31, 2019, the Issuer achieved 25 million man-hours worked LTA free.

Safety audits are being conducted regularly by statutory external safety audit of Refinery in

accordance with the MSIHC Rules by an agency authorized by the Directorate of Industrial

Safety and Health and Oil Industry Safety Directorate (recognized by MoPNG). In addition, the

Issuer conducts internal safety audit by a multidisciplinary team including personnel from

within the Issuer and representatives from BPCL group refineries. The audits are conducted to

review the processes and providing the assurance to stakeholder on effectiveness of safety

standards followed by the Issuer.

The Issuer has well defined ‘Emergency Response and Disaster Management’ plan and regular

mock drills are conducted for various credible scenarios identified through ‘Rapid Risk

Assessment’ studies and based on industry experience.

7.4.3 Environment

The Issuer complies with applicable environmental regulations and during the Financial Year

2019-20, furthered its efforts towards water conservation, ensuring clean air, efficient solid

waste management and green belt development. The Issuer monitors water and air standards in

the surrounding villages of Refinery.

7.5 Management System (IMS & EnMS)

During the Financial Year 2019-20, management systems viz. Quality Management System (ISO

9001:2015), Environment Management System (ISO 14001:2015), Occupational Health and Safety

Management System (ISO 45001:2018) and Energy Management System (ISO 50001:2018) have been

upgraded to latest version of ISO standards. The new revision lays more focus on risk management and

mitigation, needs and expectation of interested parties, and consideration to environmental perspective.

7.6 Corporate Social Responsibility Activities

The Issuer is fully committed in ensuring equitable and sustainable growth of society in and around the

area of its presence and operations besides complying with government directives to discharge its social

responsibility.

The Issuer, since its inception, has been implementing various schemes for education, health, rural

development, skill training of youth, environment conservation and sports promotion under its CSR

initiatives. The CSR activities are undertaken in the State of Madhya Pradesh and Gujarat and preferably

in the nearby areas of Refinery at Bina, crude oil terminal at Vadinar, nearby areas of the Vadinar-Bina

Pipeline.

In accordance with the Board approved CSR policy, the CSR activities are formulated and based on the

following four major thematic areas:

(i) Promotion of education and skill development.

(ii) Promotion of healthcare, hygiene and sanitation.

(iii) Rural development and environment sustainability.

(iv) Promotion of sports and culture.


FOR ADDRESSEE ONLY

20

SECTION VIII

MANAGEMENT

8.1 DETAILS OF THE BOARD

The details of the current Directors on the Board of the Issuer are as follows:

Name, Designation, Occupation,

DIN, Age and Nationality

Address Date of

Appointment or

Reappointment

Other Directorships

Mr. Duraiswamy Rajkumar

Designation: Chairman

Occupation: Service

DIN: 00872597

Age: 59

Nationality: Indian

Plot No.21, Spartan Nagar,

Mogappair (East) Chennai

600037 TN

01/10/2016 1. Bharat Petroleum

Corporation Ltd.

2. Numaligarh Refinery Ltd.

3. Bharat PetroResources

Ltd.

4. Petronet LNG Ltd.

5. Bharat Gas Resources Ltd.

Mr. Mahendra Pimpale

Designation: Managing Director

Occupation: Service

DIN: 08486528

Age: 58

Nationality: Indian

Flat No. 427/27, B.P.C.L. Staff

Colony, Near Ashish Cinema,

Aziz Baug, Chembur, FCI

Mumbai 400074

01/07/2019 NIL

Dr. Salim Saif Sulaiman Al

Huthaili

Designation: Vice Chairman, Non-

Executive Director

Occupation: Service

DIN: 08429717

Age: 42

Nationality: Omani

Building No. 548, Way No.

3108, Block No. 34NW, Plot

No. 2/111 Al Hail South 102

Oman

23/04/2019 NIL

Mr. Ramamoorthy

Ramachandran

Designation: Non-Executive

Director

Occupation: Service

DIN: 07049995

Age: 59

Nationality: Indian

Bungalow No.5, BPCL Staff

Colony, Aziz Baug, Chembur

Mumbai 400074


Corporation Ltd.

2. Petronet India Ltd.

3. Ratnagiri Refinery &

Petrochemicals


Mr. Neelakantapillai

Vijayagopal


Director

Occupation: Service

DIN: 03621835

Age: 58

Nationality: Indian

Sukrutham, Poonithura

Kottaram Road, Petta

Poonithura Ernakulam 682038

KL


Corporation Ltd.

2. Bharat PetroResources

Ltd.


Prof. Narayana Iyer

Venkiteswaran

Designation: Independent Director

Occupation: Professor

DIN: 00056000

Age: 70

Nationality: Indian

0703, Block B-3, L & T South

City, Arekere Mico Layout,

Bangalore South, Bannerghatta

Road Bangalore 560076

24/07/2014 Dalton Capital Advisors

(India) Private Ltd

Mrs. Mangala Prabhu

Designation: Independent Director

Occupation: Service

DIN: 06450659

Age: 65

Nationality: Indian

04, Floor-2nd, Plot-768, Krishna

Niwas, Dr Ghanti Road, Parsi

Colony, Dadar (E), Mumbai

400014

07/09/2015 1. Ladderup Finance Ltd.

2. Ladderup Corporate

Advisory Pvt. Ltd.

3. Anand Housing Finance

Pvt. Ltd.

4. Staragri Finance Ltd.

5. Upwards Capital Pvt. Ltd.

6. Star Agriinfrastructure


FOR ADDRESSEE ONLY

21

Name, Designation, Occupation,

DIN, Age and Nationality

Address Date of

Appointment or

Reappointment

Other Directorships

Pvt. Ltd.

7. Star Agriwarehousing and

Collateral Management

Limited

8. Aspira Pathlab &

Diagnostics Limited

9. Fort Finance Limited

10. Siyaram Silk Mills

Limited

11. Birla Tyres Limited

Mr. Gulshan Bamra

Designation: Nominee Director

Occupation: Service

DIN: 02987584

Age: 47

Nationality: Indian

DXC/3, Char Imli Bhopal

462016 MP

05/08/2019 1. Madhya Pradesh Public

Health Services

Corporation Limited

2. Madhya Pradesh Tourism

Development Corporation

Limited

3. MP Industrial

Development Corporation

Limited

Mr. Wail Zuhair Ali Al Jamali


Director

Occupation: Service

DIN: 08486574

Age: 40

Nationality: Omani

Dubai Villa No. 3, Street 31C,

Premises No 363-99453-0, Plot

No 3630796, Al Manara Dubai

20/06/2019 NIL

Mr. Sanjay Kumar Shukla

Designation: Nominee Director

Occupation: Service

DIN: 00606392

Age: 50

Nationality: Indian

D-2/10, Char Imli, Bhopal

462016 MP

28/05/2020 NIL

None of the current Directors of the Issuer appear in the RBI’s defaulter list and/or Export Credit Guarantee Corporation

default list.

8.2 DETAILS OF CHANGES IN DIRECTORS IN THE LAST 3 (THREE) YEARS

Name DIN Designation Date of

Appointment

Date of

Completion of

tenure

Reason

Mr.

Panchapakesan

Balasubramanian

05262654 Non-Executive

Director 16/05/2014 28/04/2017 Superannuation from

BPCL

Mr. Venugopal

Venkatesh


Director 25/10/2007 18/08/2017 Resigned from directorship

Mr. Aniruddhe

Mukerjee

01817726 Nominee Director 29/09/2015 31/01/2018 Withdrawal of nomination

by GoMP

Mr. Pankaj

Agarwal


by GoMP

Mr. Anurag Jain 01779759 Nominee Director 20/09/2018 25/06/2019 Withdrawal of nomination

by GoMP

Mr.

Krishnamurthy

Sivakumar


Director

04/05/2017 30/11/2018 Resigned from directorship

Mr.

Neelakantapillai

Vijayagopal


Director

13/12/2018 - Appointed as additional

Director and as nominee of

BPCL

Prof. Vilas G. 00033383 Independent 27/04/2014 04/03/2019 Resigned from directorship


FOR ADDRESSEE ONLY

22

Name DIN Designation Date of

Appointment

Date of

Completion of

tenure

Reason

Gaikar Director

Mr. Mohammed

Suleman


by GoMP

Mr. Ahmed Al

Awfi

07577842 Vice Chairman,

Non-Executive

Director


Dr. Shanmugam

Balaji


Director


Mr. Rajesh Kumar

Rajora


by GoMP

Dr. Salim Saif

Sulaiman Al

Huthaili

08429717 Vice Chairman,

Non-Executive

Director



OQ

Mr. Wail Zuhair

Ali Al Jamali


Director



OQ

Mr. Sunderajan S

Srinivasagopalan

07574696 Managing

Director

01/07/2016 30/06/2019 Superannuation from BPCL

Mr. Mahendra

Pimpale

08486528 Managing

Director

01/07/2019 - Appointed as Managing

Director, nominee of BPCL

Mr. Gulshan

Bamra

02987584 Nominee Director 05/08/2019 - Appointed as nominee

Director of GoMP

Mr. Sanjay Kumar

Shukla

00606392 Nominee Director 28/05/2020 - Appointed as nominee

Director of G0MP



FOR ADDRESSEE ONLY

23

9.1 INTERESTS OF DIRECTORS

Except as otherwise stated in the section on “Related Party Transactions” the Issuer has not entered into any

contract, agreements and arrangement during the 3 (three) financial years preceding the date of the Private

Placement Offer Letter in which the Directors are interested directly or indirectly and no payments have been

made to them in respect of such contracts or agreements.

All the Directors, including the independent Directors, may be deemed to be interested to the extent of

fees, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the

extent of other remuneration and reimbursement of expenses payable to them.

9.2 INTEREST OF KEY MANAGERIAL PERSONS/PROMOTER IN THE OFFER

All Key Managerial Personnel, may be deemed to be interested to the extent of remuneration and

reimbursement of expenses, if any, payable to them, as well as to the extent of shareholding held by them in

the Issuer.

The Promoter may be deemed to be interested to the extent of shareholding held in the Issuer.

9.3 DETAILS OF ANY LITIGATION OR LEGAL ACTION PENDING OR TAKEN BY ANY

MINISTRY OR DEPARTMENT OF THE GOVERNMENT OR A STATUTORY AUTHORITY

AGAINST ANY PROMOTER OF THE ISSUER DURING THE LAST THREE YEARS

IMMEDIATELY PRECEDING THE YEAR OF THE ISSUE OF THE PRIVATE PLACEMENT

OFFER LETTER AND ANY DIRECTION ISSUED BY SUCH MINISTRY OR DEPARTMENT

OR STATUTORY AUTHORITY UPON CONCLUSION OF SUCH LITIGATION OR LEGAL

ACTION

BPCL may be involved in various legal proceedings including taxation related proceedings, before various

courts and other forums in the ordinary course of business and may have received directions in this regard.

9.4 REMUNERATION OF DIRECTORS

The following table sets forth the details of remuneration paid to the Directors during the periods as set

out below: (Rs. In Lakh)

Name of Director 2017-18 2018-19 2019-20 Until June 2020

Mr. S. S. Sunderajan

(Managing Director) 85.24 91.87 46.41 N.A.

Mr. Mahendra Pimpale

(Managing Director) N.A. N.A. 62.72 21.13

Sitting Fees to Independent Directors

Prof. N. Venkiteswaran 4.30 7.50 6.50 1.30

Prof. V.G. Gaikar 4.20 8.0 N.A N.A.

Mrs. Mangala Prabhu 3.90 7.80 6.80 1.00

9.5 RELATIONSHIP WITH OTHER DIRECTORS

None of the Directors of the Issuer are, in any way, related to each other.

SECTION IX

REGULATORY DISCLOSURES


FOR ADDRESSEE ONLY

24

9.6 RELATED PARTY TRANSACTIONS

Related party transactions entered during the last 3 (three) Financial Years immediately preceding the year of

circulation of the Private Placement Offer Letter including with regard to loans made or guarantees given or

securities provided:

(Rs. In Crore) NATURE WISE TRANSACTIONS WITH RELATED PARTIES

Nature of transactions 2019-20 2018-19 2017-18

With BPCL

a) Purchase of Goods 3021.48 1333.78 1,737.16

b) Sale of goods 42421.13 32540.92 31,903.71

c) Interest on loan 114.69 114.37 114.37

d) Receiving of services 29.83 23.42 21.95

e) Reimbursements by BPCL 15.34 10.78 10.93

f) Reimbursements to BPCL 1.36 21.98 0

g) Lease rentals 30.68 30.68 30.48

h) Issue of Equity shares pursuant to conversion of warrants 650 0 0

With OQ S.A.O.C

Expenses reimbursed/reimbursable 0.05 0.12 0.12

With Numaligarh Refineries Limited

Sale of goods 115.05 75.61 261.03

Receivables / Payables from/to related parties

Particulars 31.03.2020 31.03.2019 31.03.2018

Accounts receivable

BPCL 1013.55 2029.78 1,135.68

OQ S.A.O.C 0.05 0.12 0.12

Accounts payable

BPCL 49.69 194.75 34.41

Loan and interest payable to BPCL

Unsecured Loan – Subordinated loan 1254.10 1254.10 1254.10

Interest payable on above 25.66 25.38 25.38

Outstanding guarantees given by BPCL

Guarantee of USD 84 million given to unsecured ECB lenders 633.24 581.04 1522.03

Key Management Personnel Compensation

Particulars 2019-20 2018-19 2017-18

Short-term employee benefits 2.04 1.47 2.12

Post-employment defined benefits 0.25 0.14 0.16

Sitting fees 0.13 0.24 0.12

9.7 DETAILS OF ANY INQUIRY, INSPECTIONS OR INVESTIGATIONS INITIATED OR

CONDUCTED UNDER THE COMPANIES ACT OR ANY PREVIOUS COMPANY LAW IN THE

LAST THREE YEARS IMMEDIATELY PRECEDING THE YEAR OF CIRCULATION OF

PRIVATE PLACEMENT OFFER LETTER AGAINST THE ISSUER AND ITS SUBSIDIARIES

There has been no inquiry, inspection or investigation initiated or conducted against the Issuer or its subsidiaries under the Companies Act or any previous company law in the last 3 (three) years immediately preceding the year of circulation of Private Placement Offer Letter. Further there was no prosecution filed, fines imposed, compounding of offences against the Issuer or its subsidiaries in the last 3 (three) years immediately preceding the year of circulation of Private Placement Offer Letter.

9.8 DETAILS OF ACTS OF MATERIAL FRAUDS COMMITTED AGAINST THE ISSUER IN THE

LAST THREE YEARS, IF ANY, AND IF SO, THE ACTION TAKEN BY THE ISSUER

There has been no act of material fraud committed against the Issuer in the last 3 (three) years immediately

preceding the year of circulation of Private Placement Offer Letter.


FOR ADDRESSEE ONLY

25

9.9 AUDITORS’ QUALIFICATIONS

Details with respect to qualifications, reservations and adverse remarks of the auditors of the Issuer in the last 5 (five) Financial Years immediately preceding the year of circulation of Private Placement Offer Letter and their impact on the financial statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the Issuer for each of the said qualifications, reservations and adverse remarks are given as under:

Financial Year Auditors’ qualifications, reservations and adverse remarks

2019-20 Nil

2018-19 Nil

2017-18 Nil

2016-17 Nil

2015-16 Nil

9.10 ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON

THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY

PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING

IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE

TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO

INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES

There have been no material event or development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer or Promoter, tax litigations resulting

in material liabilities, corporate restructuring event etc.) at the time of Issue which may affect the Issue

or the Eligible Investor’s decision to invest or continue to invest in the Debentures.

9.11 DISCLOSURE PERTAINING TO WILFUL DEFAULT

Neither the Issuer nor any of the current Directors of the Issuer has been declared as wilful defaulter.

Name of

Bank

declaring

entity to be

wilful

defaulter

Year in

which entity

is declared

as wilful

defaulter

Outstanding

amount at

the time of

declaration

Name of

entity

declared as

wilful

defaulter

Steps taken

for removal

from list of

wilful

defaulter

Other

disclosures

Any other

disclosures

NIL NIL NIL NIL NIL NIL NIL

9.12 ADDITIONAL DISCLOSURES PURSUANT TO FORM PAS-4

9.12.1 ANY DEFAULT IN ANNUAL FILING OF THE ISSUER UNDER THE COMPANIES

ACT AND THE RULES MADE THEREUNDER

There has been no default in annual filing of the Issuer under the Companies Act and the rules

made thereunder.

9.12.2 NAME AND ADDRESS OF THE VALUER WHO PERFORMED VALUATION OF

THE SECURITY OFFERED, AND BASIS ON WHICH THE PRICE HAS BEEN

ARRIVED AT ALONG WITH REPORT OF THE REGISTERED VALUER

Not applicable.

9.12.3 RELEVANT DATE WITH REFERENCE TO WHICH THE PRICE HAS BEEN

ARRIVED AT

Not applicable.


FOR ADDRESSEE ONLY

26

9.12.4 THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR

CONSIDERATION OTHER THAN CASH TOGETHER WITH VALUATION

REPORT OF THE REGISTERED VALUER

Not applicable.

9.12.5 CHANGE IN CONTROL, IF ANY, IN THE ISSUER THAT WOULD OCCUR

SUBSEQUENT TO THE PRIVATE PLACEMENT OF DEBENTURES

There will be no change in control in the Issuer pursuant to the private placement of the

Debentures.

9.12.6 NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS /

PRIVATE PLACEMENT / RIGHTS ISSUE HAS ALREADY BEEN MADE DURING

THE YEAR, IN TERMS OF NUMBER OF SECURITIES AS WELL AS PRICE

There have not been any allotments made on preferential basis or private placement or rights

issue during the Financial Year 2020-2021.

9.12.7 OBJECTS OF THE ISSUE

The funds raised through this Issue will be utilized, inter alia, for ongoing capital expenditure

requirements (including the recoupment of already made capital expenditure), refinancing of

existing borrowings, and other general corporate purposes in the ordinary course of business.

The proceeds shall not be utilized in contravention of regulations, guidelines, or circulars issued

by the RBI, SEBI, or any other regulatory authority in India.

9.12.8 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN

STATUS OF THE ISSUER AND ITS FUTURE OPERATIONS

As on the date of the Private Placement Offer Letter, there are no significant and material orders

passed by the regulators, courts and tribunals impacting the going concern status of the issuer

and its future operations.

9.12.9 PRINCIPAL TERMS OF ASSETS CHARGED AS SECURITY

Not Applicable. The Issue is unsecured.

9.12.10 CONTRIBUTIONS BEING MADE BY THE PROMOTERS OR DIRECTORS EITHER

AS PART OF THE OFFER OR SEPARATELY IN FURTHERANCE OF SUCH

OBJECTS

There are no contributions being made by the Promoter or Directors either as part of the Issue

or separately in furtherance of such objects.



FOR ADDRESSEE ONLY

27

SECTION X

MANAGEMENT’S PERCEPTION OF RISK FACTORS

MANAGEMENT PERCEPTION OF RISK FACTORS

The management of the Issuer believe that the following factors may affect the Issuer’s ability to fulfill its obligations

under the Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in a

position to express a view on the likelihood of any such contingency occurring. These risks may include, among others,

business aspects, equity market, debenture market, interest rate, market volatility and economic, political and

regulatory risks and any combination of these and other risks. Prospective Investors should carefully consider all the

information in the Private Placement Offer Letter, including the risks and uncertainties described below, before making

an investment in the Debentures. To obtain a complete understanding, prospective Investors should read this section in

conjunction with the remaining sections of the Private Placement Offer Letter, as well as the other financial and

statistical information contained in the Private Placement Offer Letter. If any of the following risks, or other risks that

are not currently known or are now deemed immaterial, actually occur, the Issuer’s business, results of operations and

financial condition could suffer, the price of the Debentures could decline, and the Investor may lose all or part of their

investment. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect

of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect

which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have

on the value of the Debentures. The inability of the Issuer to pay Interest, Redemption Amounts or other amounts on or

in connection with the Debentures may occur for other reasons which may not be considered significant risks by the

Issuer based on information currently available to them or which they may not currently be able to anticipate. You must

rely on your own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering

of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the

importance of one risk factor over another. The Investor should carefully consider all the information in the Private

Placement Offer Letter, including the risks and uncertainties described below before making an investment in the

Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently

faces. Additional risks and uncertainties not known to the Issuer or that the Issuer currently believes to be

immaterial may also have an adverse effect on its business, prospects, results of operations and financial

condition.

RISK RELATING TO THE ISSUER’S BUSINESS

1. The Issuer operates from a single refinery and its operations and results may be affected by risks associated

with the petroleum industry.

The Issuer operates a single refinery situated at Bina in Madhya Pradesh. The Issuer’s operations are subject

to various risks associated with the petroleum industry, which include but are not limited to, explosions, fires,

earthquakes and other natural disasters, mechanical failures, accidents, acts of terrorism, operational

problems, transportation interruptions, chemical or oil spills, discharges of toxic or hazardous substances or

gases, and other environmental risks.

As most of the Issuer's operations are located at a single plant, the occurrence of any of these risks in one area

of the Issuer's business may have a direct and adverse effect on the performance of other areas of the Issuer's

business, as most of the Issuer’s operations are integrated and inter-dependent. These risks can cause personal

injury and loss of life, environmental damage and severe damage to, or destruction of, property and

equipment, and may result in the stoppage of work or interruption of the Issuer's business operations and the

imposition of civil or criminal liabilities. Further, operations of the Refinery are also impacted by crude prices,

conversion efficiency, operational availability and frequency of shutdowns.

2. Any significant interruption in the Issuer’s operations may reduce its production volumes and have an

adverse effect on the Issuer’s business, results of operation and financial condition.

The Issuer’s operations are subject to numerous risks, including (i) failure to obtain and maintain necessary

governmental and other approvals; (ii) any changes to the policies or legislation; (iii) mobilizing required

resources, including recruiting, housing, training and retaining a large workforce; (iv) theft and pilferage and

any related interruptions; (v) leakages, and any related interruptions necessary to remedy such leakages; (vi)

breakdown, failure or substandard performance of equipment or other processes; (vii) accidents, including

fires, explosions, ruptures in, or spills from, crude and product carriers or storage tanks; (viii) construction

and development delays or defects; and (x) war, terrorism, attacks, cyber attacks or civil unrest. Any of these


FOR ADDRESSEE ONLY

28

factors may disrupt the Issuer’s operations and may result in environmental pollution, personal injury or

wrongful death claims and other damage to the Issuer’s properties and the properties of others.

Further, in the event of mechanical failure and equipment shutdowns, undamaged sections or units of the

Refinery and its ancillary facilities that depend on, or interact with, damaged sections or units may also be

required to be shut down. In addition to planned shutdowns for maintenance, it is possible that one or more

of units of the Refinery and its ancillary facilities may require unscheduled downtime for unanticipated

maintenance or repairs, or planned turnarounds may last longer than anticipated. Such scheduled and

unscheduled maintenance closures may reduce the Issuer’s revenues and increase its costs during the period

that certain units of the Refinery and its ancillary facilities are not operating, which may have an adverse

effect on the Issuer’s business, results of operations, financial condition and prospects.

3. If the Issuer is unable to source crude oil and other feedstock for its operations in a timely manner and on

commercially acceptable terms, the Issuer’s business, results of operations, financial condition and cash

flows may be adversely affected.

The main raw material used in the Issuer’s production process is crude oil and it is dependent on crude oil

being readily available for its production needs. Any changes in the regulatory environment in India or

elsewhere, may adversely affect prices of crude oil generally or the price at which the Issuer is able to obtain

a supply of crude oil. The purchase prices for crude oil are among the most significant variable factors

impacting the results of the Issuer’s operations. Any increase in the price of crude oil would have an adverse

effect on the Issuer's business, financial condition and results of operations if the Issuer is unable to pass on

any such higher costs to its customers.

The Issuer may also face a competitive disadvantage in obtaining the necessary supply of crude oil and other

feedstock, as compared to larger refineries or integrated oil companies that produce their own crude oil

feedstock. Although the Issuer has not experienced any significant difficulties in obtaining crude oil and other

feedstock for its production requirements, there can be no assurance that it will be able to procure sufficient

quantities of crude oil in the future. Any inability on the Issuer’s part to source crude oil and other feedstock

in a timely manner and on commercially acceptable terms, may adversely affect its production volumes and,

in turn, the Issuer’s business, results of operations, financial condition and cash flows.

4. The Issuer relies heavily on imports for its supply of raw material, any interruption in imports, volatility

of prices for and availability of supply of crude oil may affect the performance of the Issuer.

The Issuer’s operations largely depend on the import of crude oil, one of the Issuer’s principal raw materials.

The Issuer imported crude oil worth Rs 25,686.28 Crore during the Financial Year 2019-20 which is about

100% (one hundred per cent.) of its crude requirement. The Issuer sources a major portion of its crude oil

requirement from the gulf region. Events such as international sanctions, hostilities, strikes, natural disasters,

political developments in petroleum-producing regions, domestic and foreign government regulations and

other events could interrupt the supply of crude oil which could have a material adverse effect on the Issuer's

business, financial condition and results of operations.

5. The prices the Issuer receives for its petroleum products, are subject to factors beyond its control.

The Issuer has entered into a product off-take agreement (“Product Off-Take Agreement”) with BPCL,

pursuant to which BPCL purchases all its Bina refineries petroleum products. BPCL’s ability to fulfill its

purchase obligation under the Product Off-take Agreement depends on a variety of factors, including market

demand and pricing conditions, and to this extent, the Issuer is exposed to risks and uncertainties affecting

BPCL’s business. A default by BPCL in its obligations, a termination, or a failure to extend the Product Off-

take Agreement, may require the Issuer to find alternate customers and in doing so, may incur additional

costs, or sell its products on terms commercially less favorable. Consequently, the Issuer may not receive the

full value of products produced at the Refinery. This may adversely affect the business, results of operations,

financial condition and cash flows of the Issuer.

The prices the Issuer receives for its petroleum products, under the Product Off-take Agreement or otherwise,

are subject to factors beyond its control. These include (i) demand and supply for crude oil and petroleum

products; (ii) fluctuations in the price of crude oil, and differences between crude oil prices and prices for

petroleum products; (iii) refining capacity in the global and domestic refining industry; (iv) pricing and other

actions taken by suppliers and competitors that impact the market; (v) continuation of any exemptions from,

or any variations to, Indian taxes, levies and duties on the import, purchase and sales of crude oil and

petroleum products and regulatory changes in the mandatory petroleum product specifications; (vi) price


FOR ADDRESSEE ONLY

29

differences for petroleum products between different geographical markets; (vii) changes in the cost and

availability of shipping and other logistics services for crude oil and petroleum products; (viii) governmental

actions that restrict imports or exports or fix prices of petroleum products; (ix) the ability of the members of

the Organization of Petroleum Exporting Countries to affect oil prices and maintain production controls; (x)

the development and marketing of alternative and competing fuels; and (xi) general political and economic

conditions, particularly in significant oil-producing regions including the Middle East, North Africa, West

Africa and Latin America.

6. The Issuer's operation is affected by prices and fluctuation risk.

Crude oil is the most important ingredient for operations of the Issuer. The payment for the import of oil

crude is dollar-denominated. About 100% of the crude requirement is imported by the Issuer. Therefore, the

Issuer is exposed to foreign exchange variation. Prices of crude oil depend on various factors including

policies by major producers of crude oil, demand variations, geopolitical situations and market sentiment.

Any adverse policy decision by major oil producers or any untoward incident in this region may affect the

prices of the crude and thus impact the finances of the Issuer.

7. Currency exchange rate fluctuations could have an adverse effect on the Issuer’s financial results.

The Issuer generates substantially all of its total income in Indian Rupees while incurring a significant portion

of the Issuer’s expenses in U.S. Dollars (comprising mainly costs related to the purchase of crude oil from

overseas sources and paid for in foreign currencies). To the extent that the Issuer is unable to match income

received in Indian Rupees with costs paid in foreign currencies or is unable to completely hedge against

currency exchange risk, exchange rate fluctuations in any such currency could have an adverse effect on its

revenues and financial results.

8. Cyclical downturns in the refining industry may adversely affect the Issuer’s margins and the Issuer’s

operating results.

The Issuer’s revenue is attributable to sales of petroleum products in central and north India, the prices of

which are affected by worldwide prices of feedstock. Historically, the prices of feedstock and products have

been sensitive to relative changes in supply and demand, the availability of feedstock and general economic

conditions. Any downturn resulting from the existing or future excess industry capacity or otherwise would

have a material adverse effect on the Issuer’s business, financial condition and results of operations. These

conditions may be sustained or further aggravated by anticipated or unanticipated capacity additions or other

events.

The Issuer’s business is largely concentrated on the downstream petroleum industry and specifically refining

of crude oil to produce petroleum fuels, such as LPG, MS, HSD, SKO, ATF and others. Consequently, the

Issuer’s financial performance is largely dependent on the downstream refining segment of the petroleum

fuel commodity cycle and could be adversely affected during a downturn of such cycle.

9. The Issuer’s operations are subject to a range of environmental and health and safety laws, which may

involve substantial compliance measures and costs. The Issuer’s inability to comply with such

requirements may adversely affect its business, results of operations and financial condition.

The Issuer’s operations are subject to compliance with a range of laws, rules, regulations and circulars issued

and adopted by the central, state and local authorities in India. Like other developers and operators of

petroleum refineries in India, the Issuer is subject to a broad range of environmental, health and safety and

labor laws and regulations. The Issuer may also incur liabilities for environmental or other damage caused by

acts or omissions of its contractors. If the Issuer fails to satisfy compliance requirements, it may also be

subject to administrative, civil and criminal proceedings by Indian regulatory authorities, as well as civil

proceedings by environmental or civil society groups and other individuals (including employee unions, if its

employees were to unionize), which may result in substantial claims, penalties and damages against the Issuer

as well as orders that may limit, disrupt or cause closure of the Issuer’s operations, any of which may have

an adverse effect on the Issuer’s business, results of operations, financial condition and prospects. The Issuer

may also be involved in, or be held responsible in litigation or proceedings relating to environmental or health

and safety matters in the future, the costs of which may be significant, or which may cause damage to the

Issuer’s reputation or trigger a default under the terms of its existing or future borrowings or other contractual

commitments.

10. A change in the Government’s policy on tariffs, direct and indirect taxation and fiscal or other incentives

and payment for petroleum goods could adversely affect the Issuer’s business.


FOR ADDRESSEE ONLY

30

The Issuer’s profitability is significantly affected by the difference between import tariffs currently imposed

by the Government on crude oil, which is the Issuer’s most significant raw material, and tariffs currently

imposed on certain refined petroleum products. Increases in import tariffs on crude oil or decreases in import

tariffs on certain refined petroleum products could have a material adverse effect on the Issuer’s business,

financial condition and results of operations. There can be no assurance that there will not be a significant

change in Government policy which might or would adversely affect the Issuer’s financial condition and

results of operations.

The Issuer’s profitability is also significantly dependent on the policies of the central and state governments

relating to various direct and indirect taxes (including goods and service tax, sales tax and income tax), duties

(including excise duties and import duties) and fiscal or other incentives. Any change in Government policies

relating to such taxes or duties or incentives could adversely affect the Issuer’s profitability.

11. The Issuer’s production and sale of by-products, such as sulphur, petroleum coke (“pet coke”) and fly ash,

may not yield results as expected.

One of the ways the Issuer intends to grow its business is by exploring opportunities to increase its production

and sale of by-products such as sulphur, pet coke and fly ash. In 2018, the Government was considering a

plan to ban the burning of pet coke as a fuel source, following an order by the Supreme Court of India in

October 2018 prohibiting the burning of petroleum in New Delhi in an effort to clean the country’s air.

Although this plan was never formalised, new regulations may be introduced in the future against the use of

pet coke, which when used as a fuel, releases large amounts of carbon dioxide and sulfur dioxide. Such new

regulations could curtail or completely eliminate the Issuer’s ability to sell and/or dispose of pet coke from

the Refinery, which could adversely affect the Issuer’s business, results of operations, prospects and financial

condition.

12. The Issuer has outstanding borrowings, and must service this debt and comply with its covenants to avoid

default risk.

The Issuer’s ability to meet its debt service obligations and to repay its outstanding borrowings and any future

borrowings primarily depend on the cash flow generated, which may be adversely impacted by many factors.

Although the Issuer believes that the current levels of cash flows from operations are sufficient to service its

existing debt, there can be no assurance that its level of cash flows will not decrease or will remain sufficient

to service its debt. Further, there can be no assurance that the Issuer will continue to comply with covenants

relating to any such borrowings or fund other liquidity needs. If the Issuer fails to meet its debt service

obligations, its lenders may declare a default, and require payment of any or all outstanding amounts due and

payable, along with penal interest, accelerate the maturity of obligations or seek to enforce the security created

under the debt facilities. If the maturity of the Issuer’s existing or future borrowings is accelerated, it is likely

that new financing is required to be obtained to repay such indebtedness. Refinancing may not be available

on commercially acceptable terms, or at all. The Issuer may also be required to dispose of its assets to repay

such indebtedness.

Additionally, a default by the Issuer under the terms of any financing document may also trigger a cross-

default under some of the other financing documents of the Issuer, or any other agreements or instruments of

the Issuer containing a cross-default provision, which may individually or in aggregate, have an adverse effect

on the Issuer’s operations, financial position and credit rating.

The Issuer’s failure to meet its debt service obligations and to repay its current and any future borrowings

may have an adverse effect on its business, results of operations, financial condition and cashflows.

13. The Issuer’s on-going projects have significant capital expenditure requirements and the Issuer’s capital

expenditure plans are subject to various risks.

The Issuer requires significant capital expenditure relating to development of the Issuer’s business and the

implementation of its business strategy. The Issuer’s ability to maintain and increase the Issuer’s turnover,

net income and cash flows may depend upon continued capital spending. The Issuer’s capital expenditure

plans are subject to a number of risks, contingencies and other factors, some of which are beyond the Issuer’s

control. Therefore, the Issuer’s actual future capital expenditures and investments may be different from the

Issuer’s current planned amounts. The differences may be significant.

14. The Issuer may require additional financing for working capital and capital expenditure, and such

additional financing may not be available on commercially reasonable terms, or at all.


FOR ADDRESSEE ONLY

31

The Issuer’s business is inherently capital intensive and may require additional financing for its future

working capital and capital expenditure requirements. There can be no assurance that any such financing will

be available to the Issuer on commercially reasonable terms, or at all. The Issuer’s ability to obtain additional

financing in the future may also be subject to legal and regulatory restrictions, in addition to covenants

governing current indebtedness of the Issuer. If the Issuer is unable to procure financing on commercially

reasonable terms, it may be unable to procure adequate crude oil and other feedstock, maintain its facilities

and assets, maintain the appropriate level of human resources, or undertake future expansion, upgradation or

other projects that may be necessary or beneficial for its business, among other factors, which may have an

adverse effect on its business, results of operations, financial condition and prospects.

15. Insurance may be insufficient

The Issuer maintains certain insurances in accordance with its ordinary business. However, no assurance can

be given that the insurance policies may cover the specific type of liabilities or there may be exclusions in

relation to insurances policies. The of damages or penalties may exceed the amount paid out under an

insurance policy. The Issuer’s operations are subject to various operational, health, safety and environmental

risks and natural disasters, and resulting losses may cause material liabilities that are not covered by insurance.

Consequently, this may adversely affect the Issuer’s business, financial condition, profitability or results of

operations.

16. Any disruption, failure or delay in the operation of the Issuer’s information technology systems may

disrupt its operations and have an adverse effect on its business, results of operations and financial

condition.

The Issuer has implemented various information technology systems that are critical to its operations,

including for production, enterprise performance management, automation and reporting systems. These

systems could be potentially vulnerable to security breaches, cyber intrusions, malfunctioning, damage or

interruption from a variety of sources, including due to employee error, default or malice, as well as power

outages. Any partial or complete disruption of the Issuer’s information technology systems may disrupt its

operations and have an adverse effect on its business, results of operations and financial condition. Further,

changes in technology and equipment will require the Issuer to make expenditures to continually upgrade its

technologies and equipment from time to time. If the Issuer is unable to respond or adapt to changing trends

and standards in technologies and equipment, or otherwise adapt technologies and equipment to changes in

market conditions or requirements, in a timely manner and at a reasonable cost, the Issuer may not be able to

compete effectively in the market.

17. The Issuer’s future ability to use and protect its intellectual property rights may be impaired.

The Issuer does not own the “ ” logo, and its future ability to use the logo, name and trademark may be

impaired. The logo of the Issuer, i.e., “ ” is not registered in its name. This logo belongs to BPCL and

the Issuer does not have any formal arrangements with BPCL in this respect. There can be no assurance that

BPCL will not take any action which may prevent the Issuer from using this logo in connection with its

business. Further, the Issuer has not registered its corporate name “Bharat Oman Refineries Limited” and

consequently does not have the benefit of the statutory protections afforded to registered trademarks. As the

Issuer operates in an intensely competitive business environment, its inability to effectively use or protect its

intellectual property rights, including the logo and name of the Issuer, may adversely affect its business,

results of operations and financial condition.

18. The Issuer may be involved in litigation or regulatory proceedings which, if determined adversely, could

subject the Issuer to significant liabilities.

The Issuer may be implicated in lawsuits or regulatory proceedings in the ordinary course of its business.

Litigation or regulatory proceedings could result in substantial costs to, and a diversion of effort by, the Issuer

and/or subject the Issuer to significant liabilities to third parties. There can be no assurance that the results of

such legal or regulatory proceedings will not materially harm the Issuer’s business, reputation or standing in

the marketplace or that the Issuer will be able to recover any losses incurred from third parties, regardless of

whether the Issuer is at fault.

19. If the Issuer is unable to continue to enjoy the benefits of its association with BPCL and OQ to the same

extent in the future, including in terms of recognition of its brand, market reach, equity and debt funding,


FOR ADDRESSEE ONLY

32

human resources and infrastructure support, the business, results of operations, financial condition and

prospects of the Issuer may be adversely affected.

The Issuer is strongly backed by BPCL and OQ, with whom the Issuer believes it enjoys significant financial

and operational synergies. The Issuer believes that it has derived, and will continue to derive, significant

benefit from its association with BPCL and OQ. The Issuer also expects to realise other operational synergies

with BPCL including, with respect to off-take of liquid petroleum products, sourcing of crude oil and other

petroleum related infrastructure. The Issuer believes its association with OQ offers it experience from a global

industry perspective. As a result of its relationship with BPCL and OQ, the Issuer also believes that it enjoys

strong brand recognition, access to equity and debt funding, market reach, management, logistical and other

infrastructure support. If either or both of BPCL and OQ disassociate from the Issuer in the future, or if the

Issuer is otherwise unable to continue to enjoy any other benefits it derives from its association with BPCL

and OQ, the business and prospects may suffer and, in particular, the credit rating of the Issuer may be

adversely affected, which may impair the Issuer’s access to debt financing and its ability to grow the business.

Any issues arising from the conduct of BPCL and OQ, in the past or in the future, which adversely affects

their brand or reputation, may adversely affect the Issuer’s business and prospects. In such event, the Issuer

may be required to make alternative arrangements for the infrastructural support that it currently derives from

BPCL and OQ, for instance, in relation to any rebranding exercise as may be necessary. The costs of any such

alternative arrangements may be significant, or the Issuer may not be able to find such alternative

arrangements in a reasonable time or at all, which may in turn have an adverse effect on the Issuer’s business,

results of operations, financial condition and prospects.

20. The Issuer relies on its senior executives and skilled workforce to operate successfully and implement the

key elements of its business strategy. The Issuer’s inability to attract and retain such personnel may

adversely affect its business, results of operations and financial condition.

The successful operations of the Issuer’s Refinery and its ancillary facilities, and the continued

implementation of its business strategy and growth plans, will depend on the continued employment and

performance of its senior executives and skilled workforce. The Issuer’s performance also depends on its

ability to identify, recruit and retain sufficient numbers of technical, sales, administrative support and other

qualified personnel. Further, in view of increased competitive pressures in the Indian business environment

and in particular, in the petroleum refining industry, the Issuer may face an increasing risk of employee

attrition as well as increased demands for higher compensation and employee benefits. If any of the Issuer’s

key personnel or a significant number of its trained workforce resign, or are unable to continue in their present

roles and are not adequately replaced in reasonable time and at comparable or reasonable cost, the Issuer’s

business, results of operations and financial condition may be adversely affected.

21. The Issuer’s operations may be adversely affected by strikes, work stoppages or increased wage demands

by the Issuer’s or its contractors’ workforce or any other industrial unrest or dispute.

The Issuer employs a significant numbers of employees as well as contract laborers. While the Issuer has not

experienced any major industrial unrest or dispute in the past, it cannot assure that it will not suffer any

disruption to its operations due to strikes, work stoppages or increased wage demands in the future. Further,

if the Issuer’s or its contractors’ work force unionizes in the future, collective bargaining efforts by labour

unions may divert its management’s attention and result in increased costs. The Issuer may be unable to

negotiate acceptable collective wage settlement agreements with workers who have chosen to be represented

by unions, which may lead to union-initiated strikes or work stoppages. Any shortage of skilled and

experienced workers caused by such industrial unrest or disputes may adversely affect the Issuer’s business,

results of operations and financial condition.

22. Competition in the petroleum refining industry, and the development of alternate energy resources and

alternate means of transport may adversely affect the Issuer’s sales and profitability.

The petroleum refining industry is highly competitive. Some of the Issuer’s competitors are larger and more

vertically integrated, and may be able to manufacture products more economically. Currently, the Issuer is

not significantly involved in the upstream oil exploration and production business and the Issuer may face a

competitive disadvantage in obtaining the necessary supply of crude oil and other feedstock as compared to

larger refineries or integrated oil companies such as some major oil producers that produce their own crude

oil feedstock. Further, the Issuer does not currently have a retail business and primarily relies on BPCL for

the sale of its liquid petroleum products. Some of the Issuer’s competitors, however, obtain a portion of their

crude oil from company owned production sites and have retail outlets for distribution and are, at times, able

to offset losses from refining operations with profits from producing or retailing operations. In addition, some


FOR ADDRESSEE ONLY

33

the Issuer’s competitors may have greater financial resources, which may enable them to invest more capital

in their business and withstand volatile market conditions. If the Issuer is unable to compete effectively with

these competitors, its sales and profitability may be adversely affected.

The Issuer also competes with other industries that provide alternative means to satisfy the energy and fuel

requirements of its off-takers, such as natural gas, coal and renewable energy sources. Additionally, the

market for internal combustion engine vehicles, such as electric vehicles, is increasingly becoming popular

as an alternative to vehicles reliant on petroleum and diesel. If the Issuer is unable to compete effectively with

these alternate energy sources or if alternate means of transport increasingly replace traditional means of

transport that rely on petroleum and diesel, the Issuer’s sales and profitability may be adversely affected.

23. An outbreak of a highly contagious/ infectious disease like COVID 19 or any other serious public health

concerns could have an adverse effect on our business and results of operations.

The outbreak of the current contagious/infectious disease COVID 19 globally and resultant lockdown in many

countries had an adverse effect due to lower demand for crude oil and petroleum products, resulting to a major

negative effect on the economies, financial markets and business activities in the countries from where our

raw materials are sourced or in which our end markets are located, and this has due to lower demand for crude

oil and petroleum products. Although until date the Issuer had minor impact directly by the outbreaks, the

Issuer can give no assurance that in future the current outbreak will not have adverse impact on the Issuer nor

outbreak of an infectious or contagious disease among humans or animals or any other serious public health

concerns will not have an adverse effect on the Issuer’s business.

24. The Issuer may be adversely affected by changes in Government policy.

Any changes in Government policies that are not in the interests of the Issuer, could adversely affect our

business, financial condition and prospects. Please also see “Risks relating to Disinvestment of Government

shareholding in BPCL and removal of exemptions or reliefs in respect of public sector companies or

Government companies”.

25. Risks relating to Disinvestment of Government shareholding in BPCL and removal of exemptions or reliefs

in respect of public sector companies or Government companies.

The CCEA, in its meeting held on 20 November 2019, has accorded in-principle approval for: (i) strategic

Disinvestment of Government of India’s shareholding in BPCL (except its equity shareholding in Numaligarh

Refinery Ltd. (“NRL”) and management control thereon) along with transfer of management control to a

strategic buyer, and (ii) strategic Disinvestment of BPCL’s shareholding of 61.65% in NRL along with

transfer of management control to a central public sector enterprises operating in the oil and gas sector

The DIPAM has appointed M/s Deloitte Touche Tohmastu India LLP (“Deloitte”) as the transaction advisor,

M/s J. Sagar Associates as legal advisor and M/s Protocol as asset valuer (together referred to as the

“Intermediaries”) for strategic Disinvestment of BPCL. The transaction shall be steered by the DIPAM /

Intermediaries in line with the extant DIPAM guidelines, which, inter alia, includes publication of

advertisement for inviting expression of interest, issuance of preliminary information memorandum (“PIM”),

shortlisting of parties, due diligence, evaluation and declaration of successful buyer, execution of agreements

with the successful buyer, sale of stake by the Government of India and open offer by successful buyer. The

PIM was released on 7 March 2020 and the last date of submission of the expression of interest by interested

parties is 31 July 2020. The PIM is accessible on the website of BPCL, MoPNG, Deloitte and the DIPAM.

Subsequent to the Disinvestment, the Government will not own, directly or indirectly, more than 50% of the

voting rights of the issued share capital of BPCL. There will be a change in control of BPCL and therefore

the Issuer which will, in turn, result in the Issuer not benefiting from certain regulatory exemptions,

relaxations or other benefits that may be applicable to the Issuer due to it being a public sector company or a

Government company in India.

This may also lead to a change in the Issuer’s credit rating. Following the Disinvestment, rating agencies may

not incorporate any Government support in BPCL or the Issuer’s credit rating. The rating agencies may

however incorporate support from the buyer in BPCL’s or the Issuer’s credit rating depending upon the rating

agency’s assessment of the buyer's ability and willingness to provide support to the Issuer in times of distress.

The buyer's ability will be based on its credit quality and its willingness to support BPCL or the Issuer going

forward which will be based on BPCL or the Issuer’s strategic importance to the buyer. Hence the long-term

rating of BPCL and the Issuer are under rating watch with developing implications and the credit rating going

forward depends on the outcome of the Disinvestment.


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34

The Disinvestment could have a material adverse effect on the Issuer’s business, financial condition,

revenues, costs or results of operations, our ability to obtain financing, cost of financing and other

consequences.

EXTERNAL RISK FACTORS

1. A slowdown in economic growth in India could have an adverse effect on the Issuer’s business.

The Issuer’s performance and the growth of the Indian energy industry are necessarily dependent on the health

of the overall Indian economy. The growth in industrial production in India has been variable. Any slowdown

in the Indian economy could adversely affect the Issuer’s business. Various other factors affecting the growth

of industrial, manufacturing and services sector or a general down trend in the economy could adversely

affect its business.

2. Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative

impact on the Issuer’s results of operations and financial condition.

Any downgrade of India’s credit rating for domestic and international debt by international rating agencies

may adversely impact the Issuer’s ability to raise additional financing and the interest rates and commercial

terms on which such additional financing is available. This could have an adverse effect on the Issuer’s ability

to obtain financing to fund its growth on favourable terms or at all and, as a result, could have a material

adverse effect on its results of operations, financial condition and prospects.

3. Any legal and regulatory changes in the future, including foreign exchange control regulations in India

and the legal and regulatory controls could have a negative impact on the Issuer’s results of operations

and financial condition.

Future government policies and changes in laws and regulations in India and comments, statements or policy

changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Issuer’s

financial results and operation, and restrict the Issuer’s ability to do business in its target markets. The timing

and content of any new law or regulation is not within the Issuer’s control and such new law, regulation,

comment, statement or policy change could have an adverse effect on its business, results of operations and

financial condition.

Further, the SEBI, the BSE and NSE, other recognised stock exchanges where the Issuer may decide to get

the Debentures listed after giving prior notice to the Debenture Trustee or other regulatory authorities may

require clarifications on the Private Placement Offer Letter, which may cause a delay in the issuance of

Debentures or may result in the Debentures being materially affected or even rejected.

The Issuer is exposed to the foreign currency markets by way of imports of crude oil. This has increased the

Issuer’s exposure to the foreign exchange variation and interest rate risk.

4. Companies operating in India are subject to a variety of central and state government taxes and

surcharges.

Tax and other levies imposed by the central and state governments in India that affect the Issuer’s tax liability

include central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp

duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from

time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time

to time. Additionally, a company is subject to a surcharge on tax and an education cess on tax and surcharge.

The GoI or state government may in the future increase the corporate income tax it imposes. Any such future

increases or amendments may affect the overall tax efficiency of companies operating in India and may result

in significant additional taxes becoming payable. Additional tax exposure could adversely affect the Issuer’s

business and results of operations.

RISKS RELATING TO THE ISSUE

1. The Issuer’s management will have significant flexibility in applying proceeds received from the

Debentures. The fund requirement and deployment have not been appraised by any bank or financial

institution.


FOR ADDRESSEE ONLY

35

The Issuer intends to use the proceeds of the Debentures for the purpose of inter alia, for ongoing capital

expenditure requirements (including the recoupment of already made capital expenditure), refinancing of

existing borrowings, and other general corporate purposes in the ordinary course of business. The proceeds

shall not be utilized in contravention of regulations, guidelines, or circulars issued by the RBI, SEBI, or any

other regulatory authority in India. The fund requirement and deployment is based on internal management

estimates and has not been appraised by any bank or financial institution. Further, in accordance with the

provisions of the SEBI Debt Regulations, the Issuer is not required to appoint a monitoring agency and

therefore no monitoring agency will be appointed for the Debentures.

2. The Debentures may not be a suitable investment for all purchasers.

Potential Eligible Investors should ensure that they understand the nature of the Debentures and the extent of

their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to

make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the

Debentures and that they consider the suitability of the Debentures as an investment in the light of their own

circumstances and financial condition.

3. Modification, waivers and substitution.

The conditions of the Debentures shall contain provisions for calling meetings of Debenture Holders to

consider matters affecting their interests generally. These provisions permit defined majorities to bind all

Debenture Holders including Debenture Holders who did not attend and vote at the relevant meeting and

Debenture Holders who voted in a manner contrary to the majority.

4. Any downgrading in credit rating of the Debentures may affect the value of the Debentures.

The Debentures proposed to be issued pursuant to the Private Placement Offer Letter have been rated

“CRISIL AA+” by CRISIL and “ICRA AAA” by ICRA. The ratings by CRISIL and ICRA are placed on

“Rating Watch with Developing Implications” following the announcement in relation to strategic

disinvestment of the Government’s stake in BPCL. The Issuer cannot guarantee that the ratings on the

Debentures will not be downgraded. A downgrade in the credit ratings may lower the value of the Debentures.

The Promoter of the Issuer, BPCL is currently under Disinvestment and CCEA has accorded in-principle

approval for strategic disinvestment of Government of India shareholding in BPCL. Following

Disinvestment, the Issuer cannot guarantee that these credit ratings will not be downgraded, suspended or

withdrawn at any time during the tenor of the Debentures. Any downgrade, suspension or withdrawal in the

credit ratings on the Debentures may lower the price of the Debentures.

5. There may be only a limited trading in the Debentures of such nature and the price of the Debentures may

be volatile subject to fluctuations

The Debentures have no established market and there is no assurance that an active market for these

Debentures will develop or be sustained. Further, the liquidity and price of the Debentures may vary with

changes in market and economic conditions, the Issuer’s financial condition and other factors that may be

beyond the Issuer’s control.

6. There is no guarantee that the Debentures will be listed on the NSE and BSE in a timely manner or at all,

or that monies refundable to Eligible Investors will be refunded in a timely manner.

In accordance with Indian law and practice, approval for listing and trading of the Debentures will not be

granted until after the Debentures have been allotted. While the Issuer will use best efforts to ensure that all

steps to complete the necessary formalities for allotment, listing and commencement of trading on the NSE

and BSE is taken within the time prescribed by SEBI or applicable law, there may be a failure or delay in

listing the Debentures on the NSE and BSE. The Issuer cannot assure that any monies refundable on account

of (a) withdrawal of the Issue, or (b) failure to obtain final approval from the NSE and BSE for listing of the

Debentures, will be refunded in a timely manner. The Issuer shall, however, refund any such monies, with

Interest due and payable thereon, as prescribed under applicable law.


FOR ADDRESSEE ONLY

36

7. Changes in interest rates may affect the price of the Issuer’s Debentures.

All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. Interest

rates are highly sensitive and fluctuations thereof are dependent upon many factors which are beyond the

Issuer’s control, including the monetary policies of the RBI, de-regulation of the financial services sector in

India, domestic and international economic and political conditions, inflation and other factors. The price of

such securities will vary inversely with changes in prevailing interest rates, that is, when interest rates rise,

prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or

rise in the prices is a function of the existing Interest, days to maturity and the increase or decrease in the

level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a

growing economy, are likely to have a negative effect on the price of the Debentures.



FOR ADDRESSEE ONLY

37

SECTION XI

CAPITAL STRUCTURE OF THE ISSUER

11.1 CAPITAL STRUCTURE

11.1.1 Share Capital

The share capital of the Issuer, as on June 30, 2020, is set forth below:

A) AUTHORISED SHARE CAPITAL Rupees

4,500,000,000 Equity Shares of Rs. 10/- each

2,500,000,000 Preference Shares of Rs. 10/- each

45,000,000,000

25,000,000,000

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

2,426,829,450 Equity Shares of Rs. 10/- each 24,268,294,500

Notes: Since the present Issue comprises of an issue of non-convertible Debt Securities, it shall not affect the paid-up Equity Share capital or share premium account of the Issuer after the Issue.

11.1.2 Changes In The Capital Structure For Last 5 (Five) Years As On June 30, 2020

There is no change in the capital structure of the Issuer as on June 30, 2020, for the last 5 (five) years other than as mentioned below.

Date of Change (AGM / EGM) Rupees Particulars

March 31, 2020 6,496,027,780 Issue of equity shares on conversion of warrants.

11.1.3 Share Capital History For Last 5 (Five) Years As On June 30, 2020

Date of

Allotment

No of

Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Consideration

(cash, other

than cash, etc)

Nature of

Allotment

Cumulative Re

mar

ks No of

equity

shares

Equity

Share

Capital

(Rs)

Equity

Share

Premiu

m (in

Rs)

March 31,

2020

649,602,

778

10 Rs.

10.006

Cash Conversion

of Warrants

2,426,8

29,450

24,268,2

94,500

400,35,0

5,244

N/A

11.1.4 Pre and Post Issue Shareholding Pattern

The table below represents the pre and post Issue shareholding pattern of the Issuer:



FOR ADDRESSEE ONLY

38

THE PRE-ISSUE AND POST-ISSUE SHAREHOLDING PATTERN OF THE ISSUER

Sr. No. Category Pre-Issue Post-Issue

No of shares held % of share holding No of shares held % of share holding

A Promoter holding

1 Indian

Individual

Bodies Corporate (BPCL) 1538216114 63.38% 1538216114 63.38%

Sub-total 1538216114 63.38% 1538216114 63.38%

2 Foreign promoter

Sub-total (A) 1538216114 63.38% 1538216114 63.38%

B Non-Promoter holding’s

1 Institutional Investor

2 Non-Institutional Investor

Foreign Corporate bodies (OQ

S.A.O.C.)

888613336 36.62% 888613336 36.62%

Directors and Relatives

Indian Public

Other [Including Non-

resident Indians (NRIs)]

Sub-Total (B) 888613336 36.62% 888613336 36.62%

Grand Total 2426829450 100.00% 2426829450 100.00%


PRIVATE PLACEMENT OFFER LETTER FOR ADDRESSEE ONLY

39

11.2 DETAILS OF EQUITY SHARES HELD BY THE DIRECTORS IN THE ISSUER

There are no Equity Shares held by the Directors in the Issuer.

11.3 TOP TEN SHAREHOLDERS AND THE NUMBER OF EQUITY SHARES HELD BY THEM,

AS ON JUNE 30, 2020

Sr.

No.

Name of the Shareholders Total No of Equity Shares

No of shares in

demat form

Total Shareholding

as % of total no of

equity shares

1 Bharat Petroleum Corporation

Limited 1538216114 888612636 63.38

2 OQ S.A.O. C. and its associates 888613036 NIL 36.62

11.4 DETAILS OF PROMOTER HOLDING IN THE ISSUER AS ON JUNE 30, 2020

Sr.

No.

Name of the shareholders

Total

Number of

Equity

Shares

No of

shares in

demat

form

Total

shareholding

as % of total

no of equity

shares

No of

Shares

Pledged

% of Shares

pledged with

respect to

shares owned

1 Bharat Petroleum Corporation

Limited 1538216114 888612636 63.38 NIL NIL

11.5 EQUITY SHARES PLEDGED OR OTHERWISE ENCUMBERED BY THE PROMOTER

No Equity Shares of the Issuer as on June 30, 2020 are pledged or otherwise encumbered by the Promoter.

11.6 EQUITY SHARES OR DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH

The Issuer has not issued any Equity Shares or debt securities for consideration other than cash, whether in whole or part, since its incorporation.

11.7 DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 (ONE) YEAR

PRIOR TO FILING OF THE PRIVATE PLACEMENT OFFER LETTER

The Issuer has not undertaken any acquisition or amalgamation in the last 1 (one) year prior to filing of the Private Placement Offer Letter.

11.8 DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 (ONE)

YEAR PRIOR TO ISSUE OF THE PRIVATE PLACEMENT OFFER LETTER

The Issuer has not undergone any reorganization or reconstruction in the last 1 (one) year prior to issue of the Private Placement Offer Letter.



40

SECTION XII

FINANCIAL POSITION OF THE ISSUER

12.1 KEY OPERATIONAL AND FINANCIAL PARAMETERS

(Rs. In Crores)

Parameters 31 March 2020 31 March 2019 31 March 2018

Networth* 3,617.63 4,424.81 4,318.02

Total Debt of which 8,151.77 9,986.74 8,733.16

- Non Current Maturities of Long Term

Borrowing

3,914.51 5,456.78 5,013.91

- BPCL Subordinated Debt 1,254.10 1,254.10 1,254.10

Interest free Subordinated Debt from GoMP 1,280.58 1,218.27 1,126.35

- Short Term Borrowing - 1,578.51 61.79

- Current Maturities of Long Term

Borrowing

1,702.58 479.08 1,277.01

Net Fixed Assets 11,426.32 11,530.80 11,081.61

Non Current Assets 1,071.81 608.88 571.41

Cash and Cash Equivalents 71.70 1.30 1.28

Current Investments - - -

Current Assets 3,557.49 6,353.29 4,660.74

Current Liabilities 3,280.17 3,331.03 2,619.25

Net Sales 30,477.29 23,905.93 21,008.90

EBITDA 956.49 1,749.73 2,667.11

EBIT 238.57 1,129.75 2,136.15

Interest 712.04 653.68 617.61

Profit (Loss) After Tax (803.50) 106.71 983.71

Dividend Amounts - - -

Current Ratio (times) 1.08 1.29 1.74

Interest Coverage Ratio (times) 1.34 2.68 4.32

Gross Debt / Equity Ratio** 1.91 1.97 1.73

Debt Service Coverage Ratios 0.90 1.77 1.71

* Networth includes equity and quasi equity (other equity)

** While computing Gross Debt to Equity Ratio contribution from BPCL in the form of perpetual

subordinated debt is not considered as debt.

12.2 ABRIDGED VERSION OF AUDITED CONSOLIDATED AND STANDALONE FINANCIAL

STATEMENTS (PROFIT AND LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) OF THE ISSUER FOR EACH OF THE YEARS ENDED MARCH 31, 2020, 2019, 2018 AND AUDITORS QUALIFICATIONS, IF ANY. Financial statements (standalone and consolidated) for the Financial years ended March 31, 2020, 2019 and 2018 are attached as Annexure V to the Private Placement Offer Letter. The auditors have not made any adverse remarks or qualifications on their reports on the financial statements of the Issuer for the last three years.

12.3 AUDITED CASH FLOW STATEMENT FOR THE THREE YEARS IMMEDIATELY PRECEEDING THE DATE OF THE ISSUE OF THE PRIVATE PLACEMENT OFFER LETTER Attached as Annexure V to the Private Placement Offer Letter.


41

12.4 PROFITS OF THE ISSUER, BEFORE AND AFTER MAKING PROVISION FOR TAX, FOR

THE THREE FINANCIAL YEARS IMMEDIATELY PRECEDING THE DATE OF THE

PRIVATE PLACEMENT OFFER LETTER Attached as Annexure V to the Private Placement Offer Letter.

12.5 CHANGES IN ACCOUNTING POLICIES DURING THE LAST 3 (THREE) YEARS AND THEIR EFFECT ON THE PROFITS AND THE RESERVES OF THE ISSUER

Financial Year 2019-20 As provided below

Financial Year 2018-19 NIL

Financial Year 2017-18 NIL

Indian Accounting Standard (Ind-AS) 116 on “Leases” was effective from April 1, 2019 and the Issuer has

adopted the same using the modified retrospective method. The Issuer’s policy has changed to incorporate

the provisions of Ind-AS 116.

Revised Policy on Lease

I. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of

an identified asset to lessee for a period of time in exchange for consideration. The

Issuer shall reassess whether a contract is, or contains, a lease only if the terms and

conditions of the contract are changed.

As a Lessee

At the commencement date, the Issuer recognises a right-of-use (“RoU”) asset at

cost and a lease liability at present value of the lease payments that are not paid at

commencement date. The lease payments shall be discounted using the Issuer’s

incremental borrowing rate on periodic basis. Subsequently, RoU asset is

depreciated over lease term and lease liability is reduced as payments are made and

an imputed finance cost on lease liability is recognised in the statement of profit

and loss using the Issuer’s incremental borrowing rate;

If a lease, at the commencement date, has a lease term of 12 months or less, it is

treated as short term lease. Lease payments associated with short term leases are

treated as an expense on systematic basis.

As a Lessor

A lessor shall classify each of its leases as either an operating lease or a finance

lease.

Finance leases

A lease is classified as a finance lease if it transfers substantially all the risks and

rewards incidental to ownership of an underlying asset. The Issuer shall recognise

assets held under a finance lease in its balance sheet and present them as a

receivable at an amount equal to the net investment in the lease.

Operating leases

A lease is classified as an operating lease if it does not transfer substantially all the

risks and rewards incidental to ownership of an underlying asset. The Issuer shall

recognise lease payments from operating leases as income on systematic basis in

the pattern in which benefit from the use of the underlying asset is diminished.

For related

disclosures

along with the

impact, please

refer to Note-

44 of the

standalone

financial

statements for

the year ended

March 31,

2020.


42

12.6 GROSS DEBT EQUITY RATIO*

Before the issue of debt securities 1.91

After the issue of debt securities 2.07

*Note: The ratio set out above, excludes the perpetual subordinated loan provided by BPCL to the Issuer.

If such loan was to be taken into account in the calculation of the gross debt to equity ratio, the gross debt

to equity ratio before the Issue of Debentures is 2.25 and the gross debt to equity ratio after the Issue of

Debentures is 2.42.

12.7 DIVIDEND

The following table sets out certain details regarding the dividend paid by the Issuer on the Equity Shares

for the Financial Years 2019-20, 2018-19, and 2017-18: (In ₹ Crores, except per share data)

Particulars Financial Year

2020

Financial Year

2019

Financial Year

2018

Face value of Equity Shares (₹ per share) 10 10 10

Interim dividend on Equity Shares (₹ per share) NIL NIL NIL

Final dividend of Equity Shares (₹ per share) NIL NIL NIL

Total dividend on Equity Shares NIL NIL NIL

Dividend tax (gross) NIL NIL NIL

12.8 INTEREST COVERAGE RATIO

The following table sets out the interest coverage ratio for the Financial Years 2019-20, 2018-19, and 2017-

18:

Financial Year 2019-20 1.34



12.9 The Board of the Issuer in the meeting dated May 28, 2020, has approved the standalone financial

statements for the Financial Year ended March 31, 2020. The standalone financials remain subject to

shareholders approval in the ensuing Annual General Meeting.

.



43

SECTION XIII

FINANCIAL INDEBTEDNESS OF THE ISSUER

13.1 FINANCIAL INDEBTEDNESS

The Issuer has outstanding secured borrowings of ₹5038.00 Crores and unsecured borrowings of ₹528.69

Crores, as on June 30, 2020, on a standalone basis. The Issuer has set out below a brief description of

certain significant terms of such financing arrangements.

The Issuer has received and expected to receive certain financial incentives by Government of Madhya

Pradesh in connection with its refinery operations such as an interest free VAT loan of Rs 250 Crore per

annum for a period of 15 (fifteen) years from Fiscal 2012 amounting to a total of Rs 3,750 Crore. The

VAT loan instalments are required to be repaid after an expiry of 180 months from every date of

disbursement each year. As on June 30, 2020, the Issuer has received Rs 2087.5 Crore towards interest

free VAT loan.

13.2 DETAILS OF SECURED LOAN FACILITIES AS ON JUNE 30, 2020

Lender’s

Name

Type of Facility Amount

Sanctioned

Principal

Amount

Outstanding

Repayment Date or

Schedule

Security

SBI Term Loan Rs 2500 Crore Rs 2040.63

Crore

Schedule I* Secured

SBI Term Loan Rs 1800 Crore Rs 1665.00 Crore

Schedule II** Secured

EXIM Term Loan USD 62.98

Million

USD 51.41

Million

Schedule III*** Secured

SMBC External Commercial Borrowing USD 125 Million

USD 125 Million

December 24, 2020 Secured

* Schedule I – Repayment schedule for the Rs. 2500 Crore term loan from SBI.

Sr. No. Quarter Repayment Sr. No. Quarter Repayment

1 September 30, 2017 1.000% 21 September 30, 2022 3.375%

2 December 31, 2017 1.000% 22 December 31, 2022 3.375%

3 March 31, 2018 1.000% 23 March 31, 2023 3.375%

4 June 30, 2018 1.750% 24 June 30, 2023 3.625%



7 March 31, 2019 1.750% 27 March 31, 2024 3.625%

8 June 30, 2019 1.750% 28 June 30, 2024 4.000%



11 March 31, 2020 1.750% 31 March 31, 2025 4.000%

12 June 30, 2020 1.375% 32 June 30, 2025 3.125%


14 December 31,2020 1.375% 34 December 31, 2025 3.125%

15 March 31, 2021 1.375% 35 March 31, 2026 3.125%

16 June 30, 2021 1.500% 36 June 30, 2026 2.500%



19 March 31, 2022 1.500% 39 March 31, 2027 2.500%

20 June 30, 2022 3.375% 40 June 30, 2027 5.000%


44

**Schedule II - Repayment schedule for the Rs. 1800 Crore term loan from SBI.




3 March 31, 2018 0.50% 23 March 31, 2023 2.00%

4 June 30, 2018 0.50% 24 June 30, 2023 4.00%



7 March 31, 2019 0.50% 27 March 31, 2024 4.00%

8 June 30, 2019 0.50% 28 June 30, 2024 4.50%



11 March 31, 2020 1.00% 31 March 31, 2025 4.50%

12 June 30, 2020 1.00% 32 June 30, 2025 4.50%



15 March 31, 2021 1.00% 35 March 31, 2026 4.50%

16 June 30, 2021 1.00% 36 June 30, 2026 4.50%



19 March 31, 2022 1.50% 39 March 31, 2027 4.50%

20 June 30, 2022 2.00% 40 June 30, 2027 7.00%

*** Schedule III – Repayment schedule for the USD 62.98 Million term loan from EXIM.




3 March 31, 2018 1.000% 23 March 31, 2023 3.375%

4 June 30, 2018 1.750% 24 June 30, 2023 3.625%



7 March 31, 2019 1.750% 27 March 31, 2024 3.625%

8 June 30, 2019 1.750% 28 June 30, 2024 4.000%



11 March 31, 2020 1.750% 31 March 31, 2025 4.000%

12 June 30, 2020 1.375% 32 June 30, 2025 3.125%


14 December 31,2020 1.375% 34 December 31, 2025 3.125%

15 March 31, 2021 1.375% 35 March 31, 2026 3.125%

16 June 30, 2021 1.500% 36 June 30, 2026 2.500%



19 March 31, 2022 1.500% 39 March 31, 2027 2.500%

20 June 30, 2022 3.375% 40 June 30, 2027 5.000%

13.3 DETAILS OF UNSECURED LOAN FACILITIES AS ON JUNE 30, 2020

Lender’s Name Type of Facility Amount

Sanctioned

Principal Amount

Outstanding

Repayment Date or

Schedule

Westpac External Commercial

Borrowing

USD 70 Million USD 70 Million July 24, 2020

13.4 DETAILS OF NON-CONVERTIBLE DEBENTURES AS ON JUNE 30, 2020

The Issuer has not issued any non-convertible debentures as on June 30, 2020.


45

13.5 LIST OF TOP 10 DEBENTURE HOLDERS AS ON JUNE 30, 2020

Not Applicable.

13.6 AMOUNT OF THE CORPORATE GUARANTEE ISSUED ALONG WITH NAME OF THE

COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JOINT VENTURE ENTITY,

GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED AS ON

JUNE 30, 2020

The Issuer has not issued any corporate guarantee on behalf of any subsidiary, joint venture entity or

group company.

13.7 DETAILS OF COMMERCIAL PAPER. THE TOTAL FACE VALUE OF COMMERCIAL

PAPERS OUTSTANDING AS ON JUNE 30, 2020

The Issuer does not have any commercial paper outstanding as on June 30, 2020.

13.8 DETAILS OF REST OF THE BORROWINGS (IF ANY INCLUDING HYBRID DEBT LIKE

FOREIGN CURRENCY CONVERTIBLE BONDS, OPTIONALLY CONVERTIBLE

DEBENTURES OR PREFERENCE SHARES) AS ON JUNE 30, 2020

The Issuer has not issued any other hybrid debt, foreign currency bonds, foreign currency convertible

bonds, optionally convertible bonds or preference shares as on June 30, 2020.

13.9 DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF STATUTORY DUES,

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, UP TO JUNE 30, 2020

The Issuer has not defaulted on payment of any kind of statutory dues to the GoI, State Government(s), statutory or regulatory bodies, authorities, departments etc., in the past 5 (five) years, up to June 30, 2020.

The main constituents of the Issuer’s borrowings are generally in form of commercial paper, external commercial borrowings, and loans from banks and financial institutions. In respect of such borrowings, the Issuer certifies that:

(i) it has serviced all the principal and interest liabilities on all its borrowings on time and there has

been no instance of delay or default in the past 5 (five) years; and

(ii) it has not affected any kind of roll over or restructuring against any of its borrowings in the past 5

(five) years.

13.10 DETAILS OF DEFAULT ON ANY OF THE ISSUER’S PAYMENT OBLIGATIONS ARISING

OUT OF ANY CORPORATE GUARANTEE ISSUED BY THE ISSUER TO ANY

COUNTERPARTY INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP

COMPANIES ETC. IN THE PAST 5 (FIVE) YEARS.

Not Applicable


46

13.11 DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN OR DEBT SECURITIES

ISSUED WHERE TAKEN OR ISSUED FOR CONSIDERATION OTHER THAN CASH,

WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE

OF AN OPTION AS ON JUNE 30, 2020

The Issuer has not issued any Debt Securities or agreed to issue any Debt Securities or utilised 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.


47

SECTION XIV

SUMMARY TERM SHEET

Security Name [●]% BORL Debentures 2023.

Issuer Bharat Oman Refineries Limited (“BORL”)

Issue Size Up to Rs. 600 crores (Rupees six hundred crores) in aggregate issue size, with base issue size

of Rs. 300 crores (Rupees three hundred crores) and green shoe option to retain

oversubscription up to Rs. 300 crores (Rupees three hundred crores).

Objects of the

Issue

The net proceeds of the issuance of Debentures will be utilized, inter alia, for ongoing capital

expenditure requirements (including the recoupment of already made capital expenditure),

refinancing of existing borrowings, and other general corporate purposes in the ordinary

course of business. The proceeds shall not be utilized in contravention of regulations,

guidelines, or circulars issued by the RBI, SEBI, or any other regulatory authority in India.

Details of the

Utilization of

the Proceeds

Funding of capital expenditure requirements (including the recoupment of already made

capital expenditure), refinancing of existing borrowings, and other general corporate

purposes in the ordinary course of business.

Type of

Instrument

Unsecured, redeemable, non-convertible, non–cumulative taxable Debentures.

Nature of

Instrument

Unsecured, redeemable, non-convertible, non–cumulative taxable Debentures.

Seniority Unsecured, senior and unsubordinated Debentures.

Mode of Issue Private placement basis.

Security The Debentures will be unsecured.

Rating of the

Instrument

ICRA ‘AAA’ by ICRA Limited and CRISIL AA+ by CRISIL Limited.

Both the ratings are placed on “Rating Watch with Developing Implications” following the

announcement in relation to strategic disinvestment of the Government of India’s (“GoI”)

stake in Bharat Petroleum Company Limited (“BPCL”).

Face Value ₹10,00,000 (Rupees ten lakh) per Debenture.

Premium on

Issue

Nil.

Discount at

which the

Debenture is

offered

Nil.

Issue Price ₹10,00,000 (Rupees ten lakh) per Debenture.

Redemption

Date

The date on which the Redemption Amount is payable, which may be the Maturity Date, the

dates as specified in a notice from the Debenture Trustee following Event of Default (if

applicable) or the Put Option Redemption Date, as applicable.

Redemption

Premium /

Discount

Nil.

Redemption

Amount

The redemption amount comprises all principal amounts outstanding on the Debentures

along with the accrued Interest (including any Step-Up Rate (if applicable)), Default Interest,

due in respect of the Debentures due and payable on the Redemption Date, as applicable.

Change of

Control

Any person (other than a person in whom the Government of India owns, directly or

indirectly, more than 50% (fifty percent) of the voting rights of its share capital) acquires

Control of the Issuer by obtaining Control of BPCL. “Control” means: (a) the ownership or

control of more than 50% (fifty per cent) of the voting rights of the issued share capital of a

company; or (b) the right to appoint and/or remove all or the majority of the members of a


48

company’s board of directors or other governing body, whether obtained directly or

indirectly, and whether obtained by ownership of share capital, the possession of voting

rights, contract or otherwise; or (c) the power to direct the management and policies of a

company.

Disinvestment

Completion

Date

The date on which a Change of Control occurs.

Put Option

Event

A “Put Option Event” occurs if there is a downward revision in the credit rating of the

Debentures or the Issuer by either CRISIL or ICRA to “AA-” or lower, at any time in the

Rating Period, provided the Put Option Event will only be triggered where such downward

revision is to “AA-” or lower (“Put Rating Level”). The first rating action in the Rating

Period of each rating agency, being both CRISIL and ICRA will be considered to determine

if a Put Option Event has been triggered. For the avoidance of doubt, if one of these credit

rating agencies downgrades the Issuer or the Debentures to a rating level above the Put Rating

Level and then the other credit rating agency’s first rating action (which is subsequent) is to

downgrade either the Issuer or Debentures to the Put Rating Level, then the Put Option Event

will be triggered. Any subsequent rating downgrade after the first rating downgrade by each

of CRISIL or ICRA, whether in the Rating Period or thereafter, will not be treated as a Put

Option Event. The Put Option Event excludes any credit rating action with respect to placing

the Debentures or the Issuer on “credit watch”, “rating being under watch with developing

implications” or a mere change in the rating outlook within the aforementioned Rating

Period.

“Rating Period” means the period from: (a) the date of execution of a binding sale and

purchase agreement by BPCL with a purchaser as determined by the Government of India to

and until (b) a period of 90 (Ninety) days after the Disinvestment Completion Date which

results in the Change of Control.

Put Option Following the occurrence of only a Put Option Event, each Debenture Holder will have the

right to require the Issuer to redeem any of the Debentures held by such Debenture Holder at

the Put Price (“Put Option”). To exercise the right to require redemption of any Debentures,

the holder of the Debentures must deliver a duly signed put option notice (“Put Option

Notice”) at the specified office of the Debenture Trustee within the Put Period. The Put

Option Notice will be in a form as specified by the Issuer and available with the Debenture

Trustee and contain the following: (i) an undertaking from such Debenture Holder that it is

the sole holder of the relevant number and value of the Debentures in respect of which its

seeks to exercise the Put Option; (ii) it will not sell any of the Debentures in respect of which

it is exercising the Put Option prior to the Put Option Redemption Date of the Issuer. Each

Debenture Holder must attach a beneficial position statement to the Put Option Notice as

verification of its holding of the Debentures. All Put Option Notices must be delivered to the

Debenture Trustee by registered post or courier or by hand delivery to M/s. SBI CAP Trustee

Company Ltd, Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai –

400020 or by email to the [email protected] prior to the expiry of the Put Period.

The Debenture Trustee must send all Put Notices received from all Debenture Holders to the

Issuer within 7 (seven) calendar days of the expiry of the Put Period (“Trustee Delivery

Date”). Any Put Option Notice once delivered by a Debenture Holder shall be irrevocable

and may not be withdrawn without the prior written consent of the Issuer.

The Issuer must redeem the Debentures in respect of which the Put Option has been exercised

by those Debenture Holders, on the later of (i) within 60 (sixty) calendar days from the

Trustee Delivery Date, or (ii) the expiry of a period of 1 (one) year from the Deemed Date of


49

Allotment of the respective Debentures, by making payment of the Redemption Amount up

to the date of redemption (“Put Option Redemption Date”). For the avoidance of doubt, no

prepayment penalty shall be payable on redemption under the Put Option.

For the avoidance of doubt, in respect of any Debenture Holder who exercises the Put Option,

the additional Step Up Rate will not apply from the date of the Put Option Event until the

date of redemption. For any Debenture Holder who does not exercise the Put Option, the

additional Step Up Rate will apply from the date of Step-Up Event.

Put Price The Redemption Amount payable on the Redemption Date in respect of any Debentures in

respect of which the Put Option is exercised (“Put Price”).

Put

Notification

Time

Within 30 (thirty) calendar days of the occurrence of the Put Option Event (“Put Period”).

Call Date Not applicable.

Call Price Not applicable.

Call

Notification

Time

Not applicable.

Maturity /

Tenor

3 (three) years from the Deemed Date of Allotment.

Maturity Date 13 July 2023.

Coupon Rate /

Interest Rate

[●]% per annum, plus, if applicable, Step-up Rate from date of Step-Up Event.

For clarity, Step-Up Rate will be nil prior to the date of Step-Up Event. The increase in the

Interest Rate to include the Step-Up Rate will accrue from the date of the Step-Up Event.

Step-Up Event The first downward revision in credit rating of the Debentures or the Issuer by CRISIL or

ICRA during the Rating Period to AA rating level or below by either CRISIL or ICRA, will

be a step up event (“Step Up Event”). For the avoidance of doubt, a Step-Up Event excludes

any credit rating action where the Debentures or the Issuer are placed on “credit watch”,

“rating being under watch with developing implications” or a mere change in the rating

outlook. For the avoidance of doubt any negative rating action or downgrades of rating

occurring after the expiry of the Rating Period will not lead to any further increases in Interest

Rate.

Step-Up

Rate/Coupon

Reset Process

The Step-Up Rate is applicable increase in the Interest Rate which accrues from the date of

occurrence of the Step-Up Event as set out below:

Number of notches of downward revision in credit

rating to AA or lower by either CRISIL or ICRA on

Step-Up Event

Step-Up Rate

First Level (i.e. to AA rating) (“First Level”) 20 basis points (twenty basis

point) per annum

Second level (i.e. to AA- rating) (“Second Level”) 40 basis points (forty basis

point) per annum

The downward decline in credit rating results in an increase in the Interest Rate of 0.20%

(twenty basis points) per annum if it reaches the First Level and with a maximum amount of

such increase being of 0.40% (forty basis points) per annum if it reaches the Second Level.

Any further downgrade beyond the Second Level by either CRISIL or ICRA during the

Rating Period will not result in any increase or further change of the Interest Rate.


50

For the avoidance of doubt, the First Level means downgrade to AA rating and the Second

Level means downgrade to AA- rating, in each case by any Credit Rating Agency.

Step-Down

Interest Rate

Not applicable. Once a Step-Up Rate is payable it will continue to be paid until all amounts

on the Debentures are repaid in full (provided the Put Option is not exercised).

Coupon /

Interest

Payment

Frequency

Annual

Coupon /

Interest

Payment Date

First Interest payment on [●] and then, annually every year from the Deemed Date of

Allotment. This is subject to the ‘Business Day Convention’ and as more particularly set out

in the ‘Illustration of Cash Flows’.

Coupon /

Interest Type

Fixed

Minimum

Application

1 Debenture (of aggregate face value of ₹ 10,00,000 (Rupees ten lakhs) and in multiples of

1 Debenture (of aggregate face value of ₹ 10,00,000 (Rupees ten lakhs).

Day Count

Basis

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

As the pay in date for Application money and Deemed Date of Allotment are the same no

interest on Application money will be payable by the Issuer.

Listing Proposed on National Stock Exchange of India Ltd and BSE Ltd.

BSE Ltd. is the designated stock exchange. The Debentures will be listed in accordance with

the timeline under applicable law.

Provisions

related to

Cross Default

Clause

Not applicable.

Provisions

related to

Strategic

Disinvestment

The Cabinet Committee of Economic Affairs (“CCEA”), in its meeting on 20 November

2019, had accorded in-principle approval for: (i) strategic disinvestment of Government of

India’s shareholding in BPCL (except its equity shareholding in Numaligarh Refinery Ltd.

(“NRL”) and Control thereon) along with transfer of Control to a strategic buyer, and (ii)

strategic disinvestment of BPCL’s shareholding of 61.65% in NRL along with transfer of

Control to a central public sector enterprises operating in the oil and gas sector (together (i)

and (ii), being the “Disinvestment”). A preliminary information memorandum for (i) above

has been released on 7 March 2020 and the last date of submission of expression of interest

by interested parties is 31 July 2020. Any change in domestic credit rating by the credit rating

agencies (CRISIL or ICRA) consequent to the Disinvestment shall entitle the Debenture

Holders to the rights in respect of Step-Up Rate and Put Option as defined in this Term Sheet.

Apart from the Step-Up Rate and Put Option as set out in this Term Sheet, the Disinvestment

(or any consequences thereof, including but not limited to change in shareholding, change in

promoter, change in constitutional documents, change in the board of directors, change in

management control, change in control, change in capital structure, change in assets or

investments, change in rating by a credit rating agency (domestic or international), change

in the policies or affairs of the Issuer), shall have no effect on the Debentures (including but

not limited to, no requirements to seek any consent, to provide prior information, to make

any additional payments or to redeem the Debentures).

Debenture

Trustee

SBICAP Trustee Company Ltd.

Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai 400020


51

Tel: 022-4302 5555, Fax: 022-2204 0465

Depository CDSL/NSDL

Registrar KFin Technologies Private Limited.

Issuance Mode

of the

Instrument

Dematerialised form.

Trading Mode

of the

Instrument

Dematerialised form.

Settlement

mode of the

Instrument

Payment of interest and repayment of principal shall be made by way of credit through direct

credit/ RTGS/ NEFT mechanism and any other electronic payment mode, as Debentures have

been issued in dematerialised form.

Business Days

All days excluding Sundays or a holiday when commercial banks are not open for business

in Mumbai, except with reference to Record Date, where Business Days shall mean all days,

excluding Sundays or holiday for the Depositories.

Record Date Date falling 15 (fifteen) days prior to the relevant Interest Payment Date or the Redemption

Date on which Interest amount or the Redemption Amount respectively, are due and payable.

In the event that the Record Date does not fall on a Business Day, the succeeding Business

Day or a date notified by the Issuer to the stock exchanges shall be considered as the Record

Date.

Business Day

Convention

If any Interest Payment Date falls on a day that is not a Business Day, the payment shall be

made on the immediately succeeding Business Day. However, the calculation for payment

of Interest will be only until the “Interest Payment Dates” which would have been the case if

“Interest Payment Dates” were not a holiday.

If the Maturity Date (also being the last Interest Payment Date) or the Redemption Date

(excluding the Put Option Redemption Date) of the Debentures falls on a day that is not a

Business Day, the Redemption Amount shall be paid on the immediately preceding Business

Day along with Interest accrued on the Debentures until but excluding the date of such

payment.

If the Put Option Redemption Date occurs on the date of one year from the Deemed Date of

Allotment, and this date falls on a day that is not a Business Day, the Redemption Amount

shall be paid on the immediately succeeding Business Day from the period of one year from

the Deemed Date of Allotment, along with Interest accrued on the Debentures until but

excluding the date of such payment.

If the Put Option Redemption Date occurs after the expiry of a period of one year from the

Deemed Date of Allotment, and falls on a day that is not a Business Day, the Redemption

Amount shall be paid on the immediately preceding Business Day along with Interest accrued

on the Debentures until but excluding the date of such payment.

Mode of

Subscription

Applicants shall make remittance of application money only through electronic transfer of

funds through RTGS mechanism for credit of the designated bank account of the clearing

corporation of the electronic book platform.

Eligible

Investors

The following categories are eligible to apply for the private placement of Debentures:


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1. Qualified institutional buyers (as defined under Regulation 2(1)(ss) of the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018, as amended, which comprises of the following investors (“QIBs”):

• a mutual fund, venture capital fund, alternative investment fund and foreign venture

capital investor registered with the Securities and Exchange Board of India;

• foreign portfolio investor other than individuals, corporate bodies and family offices;

• a public financial institution;

• a scheduled commercial bank;

• a multilateral and bilateral development financial institution;

• a state industrial development corporation;

• an insurance company registered with the Insurance Regulatory and Development

Authority of India;

• a provident fund with minimum corpus of ₹25 crore (twenty five crores);

• a pension fund with minimum corpus of ₹25 crore (twenty five crores);

• National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November

23, 2005 of the Government of India published in the Gazette of India;

• insurance funds set up and managed by army, navy or air force of the Union of India;

• insurance funds set up and managed by the Department of Posts, India; and

• systemically important non-banking finance companies.

2. Non-qualified institutional buyers specifically mapped to the Issue, as set out below:

• Companies and bodies corporate authorized to invest in bonds or debentures;

• Other banks authorized to invest in bonds or debentures;

• Gratuity funds and superannuation funds;

• Provident funds and pension funds with corpus of less than ₹ 25.00 Crore;

• Societies authorized to invest in bonds or debentures;

• Registered trusts authorized to invest in bonds or debentures;

• Statutory corporations or undertakings established by Central or State legislature

authorized to invest in bonds or debentures; and

• Any other investor that are authorized to invest in Debentures by their respective

constitutional and/or charter documents, subject to compliance with respective

applicable law(s), subject to confirmation from the Issuer.

3. Arrangers (either on proprietary basis or consolidated basis).

Who are not eligible to apply for the Debentures?

The following categories of persons, and entities, shall not be eligible to participate in the

Issue and any applications from such persons and entities are liable to be rejected:

• Minors without a guardian name (a guardian may apply on behalf of a minor.

However, Applications by minors must be made through Application Forms that

contain the names of both the minor Applicant and the guardian);

• Non-resident investors including non-resident individuals, qualified financial

institutions and sovereign wealth funds;

• Foreign venture capital fund or investor;

• Overseas corporate bodies; and


53

• Person ineligible to contract under applicable statutory or regulatory requirements.

Also refer ‘who can apply’ under the section ‘Particulars of the Offer’ in the Private

Placement Offer Letter.

Transaction

Documents

The Issuer has executed or shall execute the documents including but not limited to the

following in connection with the Issue as required under applicable law:

1. Debenture trustee agreement;

2. Debenture trust deed;

3. Tripartite agreement between the Issuer, Registrar and NSDL for issue of Debentures in

dematerialized form;

4. Tripartite agreement between the Issuer, Registrar and CDSL for issue of Debentures in

dematerialized form;

5. Application to stock exchange for seeking in-principle approval for listing of Debentures;

and

6. Consents from the Registrar and Debenture Trustee.

Conditions

Precedent to

Disbursement

The subscription from Eligible Investors shall be accepted for allocation and allotment by

the Issuer subject to the following:

1. Rating letters not being more than 1 (one) month old from the Issue opening date;

2. Consent of the Debenture Trustee; and

3. Application to Stock Exchanges for seeking in-principle approval for listing of

Debentures.

Conditions

Subsequent to

Disbursement

The Issuer shall ensure that the following documents are executed/activities are completed

in accordance with the permissible time frame:

1. Credit of demat account(s) of the allottee(s) by number of Debentures allotted within 2

(two) Business Days from the Deemed Date of Allotment.

2. Making listing application to Stock Exchange(s) within 15 (fifteen) days from the

Deemed Date of Allotment of Debentures and seeking listing permission within 20

(twenty) days from the Deemed Date of Allotment of Debentures, pursuant to the SEBI

Debt Regulations.

3. Execution of debenture trust deed within time frame prescribed in the relevant regulations/

act/ rules etc. and submitting the same with Stock Exchange(s) within 5 (five) Business

Days of execution for uploading on its website in pursuance of SEBI Debt Regulations.

4. The Issuer shall, until the redemption of the Debentures, submit its latest audited and

limited review half yearly consolidated (wherever available) and standalone financial

information and auditor qualifications, if any, to the Debenture Trustee within the

timelines as specified in the LODR Regulations. The Debenture Trustee shall be obliged

to share the details so submitted with all Debenture Holders within 3 (three) Business

Days of their specific written request.

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as

applicable.

Events of

Default

1. If the Issuer (i) commits a default in making payment of any instalment of Interest or

repayment of principal amount of the Debentures on the respective due date(s), (ii)

breaches material covenants; (iii) insolvency proceedings are commenced or resolution

professional, liquidator or receiver is appointed, (iv) or transaction documents become

unlawful, these shall constitute an “Event of Default” by the Issuer, excluding in cases

of technical errors due to reasons beyond the control of the Issuer and other events as set

out in the debenture trust deed.


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2. If the Issuer commits a default in making payment of Redemption Amount on the Put

Option Redemption Date, excluding in cases of technical errors due to reasons beyond

the control of the Issuer, this will also constitute an event of default.

3. On and at any time after the occurrence of an Event of Default, which is continuing, the

Debenture Trustee shall, if so directed by the requisite number of Debenture Holders

declare that the Debentures shall automatically and without any further action, become

due and payable in full at the Redemption Amount and exercise other rights available

under applicable law.

Role and

responsibilities

of Debenture

Trustee

The Debenture Trustee shall protect the interest of the Debenture Holders as stipulated in the

debenture trust deed and in the event of default by BORL in regard to timely payment of

Interest and repayment of principal and shall take necessary action at the cost of BORL. No

Debenture Holder shall be entitled to proceed directly against BORL unless the Debenture

Trustee, having become so bound to proceed, fail to do so.

Governing

Law and

Jurisdiction

The Debentures 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 Mumbai.

Additional

Covenants /

Default

Interest Rate

1. Default in Payment: In the event of delay in the payment of Interest amount and/or

principal amount on the due date(s) or Redemption Amount on the Redemption Date, the

Issuer shall pay additional interest of 2.00% (two percent) per annum in addition to the

respective Interest Rate payable on the Debentures, 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 up to but excluding the date on which such amount is actually

paid.

2. Delay in Listing: The Issuer shall complete all the formalities and seek listing permission

from stock exchange(s) within 20 (twenty) days from the Deemed Date of Allotment. In

the event of delay in listing of Debentures beyond 20 (twenty) days from the Deemed

Date of Allotment, the Issuer shall pay penal interest of 1.00% (one percent) per annum

over the respective Interest Rate from the expiry of 30 (thirty) days from the Deemed

Date of Allotment until the listing of Debentures to the Debenture Holders(s).

3. Delay in execution of the Debenture Trust Deed: In the event of delay in execution of the

debenture trust deed within the prescribed period from the Deemed Date of Allotment,

the Issuer shall pay penal interest at the rate as mentioned in relevant regulations, until

the date of execution of the debenture trust deed.

Issue Schedule Issue Opening Date 9 July 2020

Issue Closing Date 9 July 2020

Pay in Date 13 July 2020

Deemed Date of Allotment 13 July 2020

Settlement

Cycle

T+2. ‘T’ being the bidding date.

Settlement

Mechanism

Through the clearing corporation of the BSE.

Allocation

Option

Uniform yield

Bidding type Closed bidding

* The Issuer reserves its sole and absolute right to modify (pre-pone or postpone) the Issue schedule without

giving any reasons or prior notice. In such a situation, potential investors shall be notified of the revised time

schedule by the Issuer. If the Issue Closing Date or Pay In Date is changed (pre-poned or postponed), the Deemed

Date of Allotment may also be changed (pre-poned or postponed) accordingly by Issuer at its sole and absolute


55

discretion. Consequent to any change in the Deemed Date of Allotment, the Interest Payment Dates and/or

Redemption Dates may also be changed at the sole and absolute discretion of the Issuer.

Illustration of Cash Flows for the Debentures

Issuer Bharat Oman Refineries Limited

Face Value (per security) Rs.10,00,000/-

Date of Allotment 13 July 2020

Tenor 3 years

Coupon/Interest Rate [●]% per annum

Frequency of the Interest Payment with specified dates Annual

Day Count Convention Actual / Actual

Illustrated Cash Flows for 1 Debenture of Face Value Rs. 10,00,000.00 (Rupees ten lakhs)

Cash Flows

Original

Coupon /

Interest

Payment Date

and

Redemption

Date

Modified

Coupon /

Interest

Payment

And

Redemption

Date

Day Count

(Actual/Actual)

No. of Days

in Coupon/

Interest

Period

Amount

(In Rupees)

Drawdown 13 July 2020 N.A. 365/365 365 [●]

1st Coupon/Interest 13 July 2021 N.A. 365/365 365 [●]

2nd Coupon/ Interest 13 July 2022 N.A. 365/365 365 [●]

3rd Coupon/ Interest 13 July 2023 N.A. 365/365 365 [●]

Principal Repayment 13 July 2023 N.A. 365/365 365 [●]

Assumptions:

* Wherever the Interest Payment Date and Redemption Date are falling on days which are not Business Days, the

effect of holidays has been factored in under such cases.

* In the event of interest payment falling in leap year, the interest payment(s) will be calculated taking number of

days as 366 days. Actual/Actual being calculated in accordance with SEBI Circular number

CIR/IMD/DF/18/2013 dated 29 October 2013 and SEBI Circular number CIR/IMD/DF-1/122/2016 11 November

2016.

* If the date of payment of Interest happens to be holiday, the Interest payment will be made on the next succeeding

Business Day.

* If the Interest Payment Date and Redemption Date falls together on a holiday, redemption and accrued interest

payment will be made on the previous Business Day.

* The interest and/or principal payment will be made on the best available information on holidays and could

further undergo change(s) in the event of any scheduled and unscheduled holiday(s) and/or changes in money

market settlement day conventions by the Reserve Bank of India or SEBI.

* Interest payments will be rounded-off to nearest rupee in accordance with the FIMMDA ‘Handbook on market

practices’.

* In the event the Deemed Date of Allotment is revised (preponed or postponed) then the Interest Payment Dates

may also be revised preponed or postponed) accordingly by the Issuer at its sole and absolute discretion.

* Payment of interest and repayment of principal shall be made by way of RTGS or electronic fund transfer or

NEFT mechanism.



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SECTION XV

PARTICULARS OF THE OFFER

The terms of the Issue are set out under Section XIV “Summary Term Sheet”. This section provides an overview

of the Issue process and certain disclosures in respect of the Debentures and the Issue.

The Issuer proposes to issue the Debentures on the terms set out in the Private Placement Offer Letter. The

Debentures being offered pursuant to the Private Placement Offer Letter is in compliance with the SEBI Debt

Regulations, SEBI LODR, Operational Guidelines and the Memorandum and Articles of Association of the Issuer

and other applicable laws. This section applies to all Eligible Investors. Please note that all Eligible Investors are

required to make payment of the full application amount in accordance with the Operational Guidelines.

The Private Placement Offer Letter is neither a prospectus nor a statement in lieu of a prospectus, and neither is

an offer or invitation under Section 42 of the Companies Act and the Private Placement Offer Letter is uploaded

on the BSE EBP Platform to comply with the SEBI EBP Circulars and an offer will be made to identified Investors

which are issued a serially numbered and specifically addressed Private Placement Offer Letter and accompanying

Application Form after completion of the electronic bidding, to successful bidders acceptable to the Issuer.

A copy of the in-principle approval from the stock exchanges is attached as Annexure VI to the Private Placement

Offer Letter.

15.1 GENERAL ISSUE RELATED INFORMATION

Eligibility for the Issue

The present Issue of Debentures is being made pursuant to:

(i) resolution passed by the Board of Directors of the Issuer on May 28, 2020, and delegation provided

thereunder;

(ii) resolution passed by the shareholders of the Issuer on September 23, 2014; and

(iii) Article 67 of the Articles of Association of the Issuer.

The Issuer, its Directors and authorized officers have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. The Issuer can issue the Debentures proposed by it in view of the present approvals and no further approvals is required from any GoI authority are required by the Issuer to undertake the proposed activity save and except those approvals which may be required to be taken in the normal course of business from time to time.

Contribution made by Promoters or Directors

There is no contribution being made by the Promoter or Directors in this Issue.

Interest on Application Money

As the Pay in Date and the Deemed Date of Allotment fall on the same date, interest on Application money shall

not be applicable. Further, no interest on Application money will be payable in case the Issue is withdrawn by the

Issuer in accordance with the Operational Guidelines.

Depository Arrangements

The Issuer has entered into depository arrangements with NSDL and CDSL. The securities shall be issued in

dematerialized form in accordance with the provisions of Depositories Act.

The Issuer has signed two tripartite agreements in this connection:

(i) Tripartite agreement dated June 10, 2008, between the Issuer, NSDL and the Registrar.


57

(ii) Tripartite agreement dated May 8, 2008, between the Issuer, CDSL and the Registrar.

The Debentures will be issued in dematerialised form and the same shall be in accordance with the provisions of

the SEBI Debt Regulations, Depositories Act and the regulations made thereunder and are to be issued in

accordance with the terms and conditions stipulated under the Private Placement Offer Letter. The Debenture

Holder will have the right to convert the dematerialized Debentures into physical form in accordance with

applicable law.

Debenture Redemption Reserve

If required under applicable laws, the Issuer will create DRR for the purposes of redemption of Debentures and

invest or deposit, a sum in relation to the amount of the Debentures maturing during the year.

15.2 ISSUE PROCESS

Who Can Apply

The Eligible Investors as specified in Section XIV “Summary Term Sheet” are eligible to apply for the

Debentures. All Applicants are required to comply with the relevant regulations/guidelines applicable to them for

investing in the Issue in accordance with the norms approved by GoI, RBI or any other statutory body from time

to time, including but not limited to BSE EBP Guidelines as published by BSE on its website for investing in this

Issue. The contents of the Private Placement Offer Letter and any other information supplied in connection with

the Private Placement Offer Letter are intended to be used only by those Investors to whom it is distributed. It is

not intended for distribution to any other person and should not be reproduced or disseminated by the recipient.

THE ISSUER MAY, BUT IS NOT BOUND TO REVERT TO ANY ELIGIBLE INVESTOR FOR ANY

ADDITIONAL DOCUMENTS OR INFORMATION. INVESTMENT BY ELIGIBLE INVESTORS

FALLING IN THE CATEGORIES MENTIONED IN THE PRIVATE PLACEMENT OFFER LETTER

ARE MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE

PERMITTED TO INVEST IN ACCORDANCE WITH EXTANT LAWS, RULES, REGULATIONS, OR

GUIDELINES. EACH OF THE ELIGIBLE INVESTORS ARE REQUIRED TO CHECK AND COMPLY

WITH EXTANT LAWS, RULES, REGULATIONS OR GUIDELINES GOVERNING OR

REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE ISSUER IS NOT, IN

ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR

REGULATORY BREACHES BY AN ELIGIBLE INVESTOR.

Who Cannot Apply

The persons entities as set out in Section XIV “Summary Term Sheet” as non eligible classes of investors, shall not

be eligible to participate in the Issue and any Applications from such persons and entities shall be rejected.

Documents to be provided by Eligible Investors

In order to be able to bid under the BSE EBP Platform, Eligible Investors must have provided the requisite

documents (including but not limited to know your customer) in accordance with the Operational Guidelines or

applicable law or as requested by the Issuer. The Issuer is entitled at any time to require an Eligible Investor to

provide any know your customer or other documents as may be required to be maintained by it or delivered to a

third party by it in accordance with applicable laws.

Application under Power of Attorney or by Eligible Investors

In case of Applications made under a power of attorney or by a company or a body corporate or registered society or

mutual fund, and scientific and/or industrial research organizations or trusts etc., the relevant power of attorney or the

relevant resolution or authority to make the Application, as the case may be, together with the certified true copy thereof

along with the certified copy of the memorandum and articles of association and/or bye-laws, as the case may be, shall

be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form,

quoting the serial number of the Application Form, failing which the applications are liable to be rejected.


58

How To Apply or Bid

All Eligible Investors should refer the operating guidelines for issuance of debt securities on private placement

basis through an electronic book mechanism as available on the website of BSE. Investors will also have to

complete the mandatory know your customer verification process. Investors should refer to the BSE EBP

Guidelines in this respect.

The Issue details shall be entered on the BSE EBP Platform by the Issuer at least 2 (two) Business Days prior to

the Issue Opening Date, in accordance with the Operational Guidelines.

The Issue will be open for bidding for the duration of the bidding window that would be communicated through

the Issuer’s bidding announcement on the BSE EBP - Platform, at least 1 (one) Business Day before the start of

the Issue Opening Date.

Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private

placement basis through an EBP mechanism, are as follows:

(i) Modification of Bid

Eligible Investors may note that modification of bid is allowed during the bidding period / window.

However, in the last 10 (ten) minutes of the bidding period / window, revision of bid is only allowed for

improvement of coupon / interest or yield and upward revision of the bid amount placed by the Eligible

Investor.

(ii) Cancellation of Bid

Eligible Investors may note that cancellation of bid is allowed during the bidding period / window.

However, in the last 10 (ten) minutes of the bidding period or window, no cancellation of bids is

permitted.

(iii) Multiple Bids

Eligible Investors may note that multiple bid are permitted. Multiple bids by the Arranger to the Issue

are permitted as long as each bid is on behalf of different Eligible Investors or the same Eligible Investors.

An Arranger to the Issue can put multiple bids for same Eligible Investor provided the total of all bids

entered is not equal to or more than 5% of the Base Issue Size or ₹15,00,00,000, whichever is lower.

(iv) Offer or Issue of executed Private Placement Offer Letter to successful Eligible Investors

The signed copy of the Private Placement Offer Letter along with the Application Form will be issued

to the successful Eligible Investors, who are be required to complete and submit the Application Form

to the Issuer in order to accept the offer of the Debentures.

However, Eligible Investors should refer to the Operational Guidelines as prevailing on the date of the bid.

Bids by the Arranger

The Arrangers as mapped on BSE EBP Platform by the Issuer are allowed to bid on a proprietary, client and

consolidated basis. At the time of bidding, the Arranger is required to disclose the following details to the BSE

EBP Platform:

(i) Whether the bid is proprietary bid or is being entered on behalf of an Eligible Investor or is a consolidated

bid, i.e., an aggregate bid consisting of proprietary bid and bid(s) on behalf of Eligible Investors.

(ii) For consolidated bids, the Arranger shall disclose breakup between proprietary bid and bid(s) made on

behalf of Eligible Investors.


59

(iii) For bids entered on behalf of Eligible Investors, the Arranger shall disclose the following:

(a) Names of such Eligible Investors;

(b) Category of the Eligible Investors; and

(c) Quantum of bid of each Eligible Investor.

Provided that the Arranger shall not allowed to bid on behalf of any Eligible Investor if the bid amount exceeds

5% of the Base Issue Size or ₹15,00,00,000, whichever is lower (or such revised limits as may be specified in the

Operational Guidelines from time to time).

Withdrawal of Issue

The Issuer reserves the right to withdraw the Issue prior to the Issue Closing Date, at its discretion, and including

but not limited to 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, pursuant to the

conditions set out under the Operational Guidelines.

Further, the Issuer shall be permitted to withdraw from the Issue process on the following events:

(i) The Issuer is unable to receive the bids up to the Base Issue Size; or

(ii) A bidder has defaulted on payment towards the Allotment, within stipulated timeframe, due to which the

Issuer is unable to fulfill the Base Issue Size; or

(iii) The cut-off yield in the Issue is higher than the estimated cut-off yield disclosed to the EBP, where the

Base Issue Size is fully subscribed.

If the Issuer has withdrawn the Issue pursuant to point (iii), where the cut-off yield of the Issue is higher that the

estimated cut-off yield disclosed to the BSE EBP Platform, the estimated cut-off yield shall be mandatorily

disclosed by the BSE EBP Platform to the Eligible Investors. The expression ‘estimated cut off yield’ means yield

so estimated by the Issuer, prior to opening of issue on the BSE EBP Platform. The disclosure of estimated cut

off yield by the BSE EBP Platform to the Eligible Investors, pursuant to closure of the Issue, shall be at the

discretion of the Issuer. Provided that the Issuer shall accept or withdraw the Issue on the BSE EBP Platform

within 1 (one) hour of the closing of the bidding window, and not later than 6 (six) pm on the Issue Closing Date.

However, Eligible Investors should refer to the Operational Guidelines prevailing on the date of the bid.

Determination of Interest

The Interest will be decided based on bids received on the BSE EBP Platform.

Right to Accept or Reject Applications

The Issuer reserves its full, unqualified and absolute right to accept or reject the application, in part or in full,

without assigning any reason thereof. The rejected Applicant will be intimated along with the refund warrant, if

applicable. No interest on Application money will be paid on rejected Applications. The Application Form that is

not complete in all respects is liable to be rejected and would not be paid any interest on the Application money.

For further instructions regarding the application for the Debentures, Eligible Investors are requested to read the

instructions provided in the Application Form.

In the event, if any Debentures applied for is or are not allotted in full, the excess application monies of such

Debentures will be refunded, as may be permitted.


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Basis of Allocation

Allocation shall be made as approved by the Issuer in accordance with applicable SEBI regulations, Operational

Guidelines, and applicable laws. Post completion of bidding process, the Issuer will upload the provisional

allocation on the BSE EBP Platform. Post receipt of details of the successful Eligible Investors, the Issuer will

upload the final allocation file on the BSE EBP Platform. At its sole discretion, the Issuer shall decide the amount

of over subscription to be retained over and above the Base Issue Size.

Payment Mechanism

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 in accordance with applicable laws. Payment should be made by the

deadline specified by the BSE. Successful bidders should do the funds pay in to any one the following bank

accounts of ICCL (“Designated Bank Accounts”):

Name of the Banker ICICI Bank

Beneficiary Name Indian Clearing Corporation Limited

Account Number ICCLEB

IFSC Code ICIC00000106

Mode NEFT / RTGS

Name of the Banker YES Bank



IFSC Code YESBOCMSNOC

Mode NEFT / RTGS

Name of the Banker HDFC Bank



IFSC Code HDFC0000060

Mode NEFT / RTGS

Successful bidders must do the funds pay in, in totality, to any one the Designated Bank Accounts up to 10:30 am

on the Pay In Date (“Pay in Time”). Successful bidders should ensure to do the funds pay in from their same bank

account which is updated by them in the BSE EBP Platform while placing the bids. In the event of mismatch in

the bank account details between BSE EBP Platform and the bank account from which payment is done by the

successful bidder, the payment will be returned back. Provided that, in the event of bids made by the Arranger on

behalf of Eligible Investors, funds pay in shall be made from the bank account of such Eligible Investor.

Note: In the event of failure of any successful bidder to complete the funds pay in by the Pay in Time or the funds

are not received in the Designated Bank Accounts by the Pay in Time for any reason whatsoever, the bid will

liable to be rejected and the Issuer and/or the Arranger shall not be liable to the successful bidder. Funds pay-out

on will be made by ICCL to the bank account of the Issuer.

Cheque(s), demand draft(s), money orders, postal orders will not be accepted. The entire amount of ₹10,00,000

(Rupees Ten Lakhs Only) per Debenture is payable on application. Applications should be for the number of

Debentures applied by the Eligible Investor.

PLEASE NOTE FOR APPLICANTS APPLYING THROUGH ELECTRONIC MODE SUCH AS

RTGS/NEFT/ECS, THE NAME OF THE APPLICANT AND THE APPLICATION FORM NUMBER

MUST BE INCLUDED IN THE RTGS/NEFT/ECS INSTRUCTION SLIP/INSTRUCTION SLIP FOR

TRANSFER OF FUNDS.

Applications not completed in the manner required are liable to be rejected.


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The Date of subscription shall be the date of realisation of proceeds of subscription money in the Designated Bank

Accounts, as listed above.

All successful bidders under the Operational Guidelines will subsequently receive the executed version of the

Private Placement Offer Letter and the Application Form. This Application Form will need to be completed and

delivered to the Issuer with the relevant documents on the terms and within the timelines set out therein.

Settlement Process

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issuer shall instruct the Depositories

on the Pay in Date, and the Depositories shall accordingly credit the allocated Debentures to the demat account

of the successful Eligible Investor.

The Issuer shall give the instruction to the Registrar for crediting the Debentures by 12:00 p.m. on the Pay In

Date. The Registrar shall provide corporate action file along with all requisite documents to Depositories by 12:00

p.m. on the Pay In Date. On the Pay In Date, the Depositories shall confirm to ICCL the transfer of Debentures

in the demat account(s) of the successful Eligible Investors.

Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Total Issue Size, Interest rate, ISIN, number of

successful bidders, category of the successful bidder(s), etc., in accordance with the SEBI EBP Circulars and

Operational Guidelines. The BSE EBP Platform shall upload such data, as provided by the Issuer, on its website

to make it available to the public.

Terms of Payment

The full-face value of the Debentures applied for is to be paid along with the Application Form as set out above.

Acknowledgements

No separate receipts will be provided by the Issuer for the Application money.

Deemed Date of Allotment The cut-off date declared by the Issuer from which all benefits under the Debentures including Interest on the Debentures shall be available to the Debenture Holders is the Deemed Date of Allotment. The actual allotment of Debentures (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. 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. If in case, the Issue Closing Date changes (i.e. preponed/postponed), then the Deemed Date of Allotment may also be changed (preponed/ postponed) by the Issuer, at its sole and absolute discretion.

Letter(s) of Allotment/ Debenture Certificate(s)

The beneficiary account of the Investor(s) with NSDL or CDSL or Depository Participant will be given initial

credit within 2 (two) days from the Deemed Date of Allotment. The initial credit in the account will be akin to a

letter of Allotment. On completion of the all-statutory formalities, such credit in the account will be akin to a

Debenture certificate.

Allotments or Refunds

Allotment of the Debentures shall be made in dematerialized form to the demat accounts in accordance with the

details provided in the Application Form. Pending Allotment, all monies received for subscription of the

Debentures shall be kept by the Issuer and be utilized only for the purposes permitted under the Private Placement

Offer Letter. In case no demat details are provided in the Application Form or such details are incomplete or

insufficient, the Issuer reserves the right to hold the Application money until such details are provided accurately.


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In case the Issuer has received money from Applicants for Debentures in excess of the aggregate of the Application

money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon

receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

If any application is rejected in full, the whole of the Application money received, and if the application is rejected

in part, the excess Application money, after adjustment of Application money if any, will be refunded to the

Applicant in its bank account mentioned with Depositories. In the event the Registrar is unable to retrieve the

Applicant’s bank account details from the Depositories or is unable to credit the amount to the Applicant’s bank

account as above, the Issuer shall make the refund to the Applicant’s bank account as mentioned in the Application

Form. If no bank account details are provided on the Application Form, then refund through demand draft or pay

order or bankers cheques or such other similar mode shall be dispatched by registered post or speed post.

However, the Issuer shall not be liable to pay any interest on any Application monies or refunds, except as required

by applicable law.

In terms of Section 42(6) of the Companies Act, if for any reason the Debentures are not allotted within 60 (sixty)

days from the date of receipt of the payments from the Applicants, the Issuer shall repay such monies to the

applicants within 15 (fifteen) days from the date of completion of the aforesaid 60 (sixty) days. If the Issuer fails

to repay the payments within the aforesaid period, it shall be liable to repay that money with interest at the rate of

12% (twelve per cent) per annum from the expiry of the 60th (sixtieth) day.

Fictitious applications

Any person who makes, in fictitious name, any application to a body corporate for acquiring, or subscribing to,

the Debentures, or otherwise induced a body corporate to allot, register any transfer of Debentures therein to them

or any other person in a fictitious name, shall be punishable under the extant laws.

Deemed Date of Allotment

Interest on Debentures shall accrue to the Debenture Holder(s) from and including the Deemed Date of Allotment.

All benefits relating to the Debentures will be available to Eligible Investor(s) from the Deemed Date of

Allotment. The actual Allotment of Debentures may take place on a date other than the Deemed Date of Allotment.

The Issuer reserves the right to modify the Allotment date or Deemed Date of Allotment at its sole and absolute

discretion without any notice. In the event if the Issue Closing Date is changed (preponed or postponed), the

Deemed Date of Allotment may also be changed (preponed or postponed) by the Issuer at its sole and absolute

discretion.

Dematerialisation

The Issuer is issuing the Debentures only in the dematerialized form and hence there is no physical holding of the

Debentures being issued in terms of the Private Placement Offer Letter. The Issuer undertakes that it shall use a

common form or procedure for transfer of the Debentures issued under the terms of the Private Placement Offer

Letter, if at a later stage there is some holding in the physical form due to the Depository giving the re-

materialisation option to any Investor.

Issue of Debenture Certificate in Demat Form

The Issuer shall issue the Debentures in dematerialized form and has made necessary arrangements with NSDL

and CDSL for the same and shall apply for the ISIN code for the Debentures. Investors shall hold the Debentures

in demat form and deal with the same in accordance with the provisions of Depositories Act and the rules as

notified by NSDL and/or CDSL, from time to time. Investors should, therefore mention their DP’s name, DP’s

identification number and beneficiary account number at the appropriate places in the Application Form. The

Investor(s) has the option to hold the said Debentures in dematerialized or in physical form. Investors who have

been allotted the Debentures in dematerialized form can convert the same to physical form at a later date by

applying for the same to the Issuer.


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15.3 INSTRUMENT SPECIFIC DETAILS

Market Lot

The market lot will be one Debenture. Since the Debentures 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 Debentures.

Trading of Debentures

The marketable lot for the purpose of trading shall be one Debenture that is, in denomination of Rs. 10 (ten) Lakh.

Trading of Debentures will be permitted in dematerialised mode only and such trades shall be cleared and settled

in recognised stock exchange(s) subject to conditions specified by SEBI. In the event of trading in Debentures

which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange

having a nation-wide trading terminal or such other platform as may be specified by SEBI.

Mode of Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules or procedures as prescribed by the

NSDL, CDSL or Depository Participant of the transferor and 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 Debentures held in electronic form. The seller should give delivery

instructions containing details of the buyer’s DP account to his Depository Participant. The provisions of the

Depositories Act and the Companies Act, Memorandum of Association and Articles of Association shall apply

for transfer and transmission of Debentures.

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 or 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 Debentures to and from NRIs or FPIs, in the event they seek to hold the Debentures and are eligible

to do so, will be governed by the then prevailing guidelines of RBI.

Interest on the Debentures

The Debentures shall carry Interest at the Interest Rate from, and including, the Deemed Date of Allotment up to,

but excluding the Redemption Date. Interest shall be payable on the relevant Interest Payment Dates, on the

outstanding face value amount of Debentures until Redemption Date, to Debenture Holders as on the relevant

Record Date. Interest on Debentures will cease from the Redemption Date in all events. For Interest Payment

Dates refer to Section XIV “Summary Term Sheet”. If any interest payment date falls on a day which is not a

Business Day, then payment of interest will be made on the next day that is a Business Day without interest for

such additional days. It is clarified that Interest or redemption payments with respect to the Debentures, shall be

made only on the days when the money market is functioning in Mumbai.

Step-Up in Interest Rate

The first downward revision in credit rating of the Debentures or the Issuer by CRISIL or ICRA during the Rating

Period to AA rating level or below by either CRISIL or ICRA, will be a step-up event (“Step Up Event”). For

the avoidance of doubt, a Step-Up Event excludes any credit rating action where the Debentures or the Issuer are

placed on “credit watch”, “rating being under watch with developing implications” or a mere change in the rating

outlook. Any negative rating action or downgrades of rating occurring after the expiry of the Rating Period will

not lead to any further increases in Interest Rate. For clarity, Step-Up Rate will be nil prior to the date of Step-Up

Event. The increase in the Interest Rate to include the Step-Up Rate will accrue from the date of the Step-Up

Event. The Step-Up Rate for the Debentures is the applicable increase in the Interest Rate which accrues from

the date of occurrence of the Step-Up Event as set out below (“Step-Up Rate”):


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Number of notches of downward revision in credit rating to AA

or lower by either of CRISIL or ICRA on Step-Up Event

Step-Up Rate

First Level (i.e. to AA rating) (“First Level”) 20 basis points (twenty basis point) per

annum

Second level (i.e. to AA- rating) (“Second Level”) 40 basis points (forty basis point) per

annum

The downward decline in credit rating results in an increase in the Interest Rate of 0.20% (twenty basis points)

per annum if it reaches the First Level and with a maximum amount of such increase being of 0.40% (forty basis

points) per annum if it reaches the Second Level. Any further downgrade beyond the Second Level by either

CRISIL or ICRA during the Rating Period will not result in any increase or further change of the Interest Rate.

further change of the Interest Rate. For the avoidance of doubt, the First Level means downgrade to AA rating

and the Second Level means downgrade to AA- rating, in each case by any Credit Rating Agency. Once a Step-

Up Rate is payable it will continue to be paid until all amounts on the Debentures are repaid in full (provided the

Put Option is not exercised).

Put Option for Debenture Holders

Following the occurrence of only a Put Option Event, each Debenture Holder will have the right to require the

Issuer to redeem any of the Debentures held by such Debenture Holder at the Put Price (“Put Option”). To

exercise the right to require redemption of any Debentures, the holder of the Debentures must deliver a duly signed

put option notice (“Put Option Notice”) at the specified office of the Debenture Trustee within the Put Period.

The Put Option Notice will be in a form as specified by the Issuer and available with the Debenture Trustee and

contain the following: (i) an undertaking from such Debenture Holder that it is the sole holder of the relevant

number and value of the Debentures in respect of which its seeks to exercise the Put Option; (ii) it will not sell

any of the Debentures in respect of which it is exercising the Put Option prior to the Put Option Redemption Date

of the Issuer. Each Debenture Holder must attach a beneficial position statement to the Put Option Notice as

verification of its holding of the Debentures. All Put Option Notices must be delivered to the Debenture Trustee

by registered post or courier or by hand delivery to M/s. SBI CAP Trustee Company Ltd, Apeejay House, 6th

Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai – 400020 or by email to: [email protected]

prior to the expiry of the Put Period. The Debenture Trustee must send all Put Notices received from all Debenture

Holders to the Issuer within 7 (seven) calendar days of the expiry of the Put Period (“Trustee Delivery Date”).

Any Put Option Notice once delivered by a Debenture Holder shall be irrevocable and may not be withdrawn

without the prior written consent of the Issuer.

The Issuer must redeem the Debentures in respect of which the Put Option has been exercised by those Debenture

Holders, on the later of (i) within 60 (sixty) calendar days from the Trustee Delivery Date, or (ii) the expiry of a

period of 1 (one) year from the Deemed Date of Allotment of the respective Debentures, by making payment of

the Redemption Amount up to the date of redemption (“Put Option Redemption Date”). For the avoidance of

doubt, no prepayment penalty shall be payable on redemption under the Put Option. For the avoidance of doubt,

in respect of any Debenture Holder who exercises the Put Option, the additional Step Up Rate will not apply from

the date of the Put Option Event until the date of redemption. For any Debenture Holder who does not exercise

the Put Option, the additional Step Up Rate will apply from the date of Step-Up Event.

Disinvestment

Any change in domestic credit rating by the Credit Rating Agencies consequent to the Disinvestment shall entitle

the Debenture Holders to the rights in respect of Step-Up Rate and Put Option. Apart from the Step-Up Rate and

Put Option, the Disinvestment (or any consequences thereof, including but not limited to change in shareholding,

change in promoter, change in constitutional documents, change in the Board of Directors, change in management

control, change in control, change in capital structure, change in assets or investments, change in rating by a credit

rating agency (domestic or international), change in the policies or affairs of the Issuer), shall have no effect on

the Debentures (including but not limited to, no requirements to seek any consent, to provide prior information,

to make any additional payments or to redeem the Debentures).


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Record Date

The Record Date is the date falling 15 (fifteen) days prior to the relevant Coupon Payment Date or the Redemption

Date, as the case may be, on which any Interest amount or Redemption Amount respectively, is due and payable.

Tax Benefits

The Debenture Holders are advised to consider in their own case, the tax implications in respect of subscription

to the Debentures after consulting their own tax advisor or counsel.

Deduction of Tax at Source

Debenture Holders should consult their own independent tax advisers to understand their positions. In addition,

the Debenture Holders should be aware that tax regulations and their application by the relevant taxation

authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will

apply at any given time. Therefore, the Debenture Holders are advised to consider the tax implications in respect

of subscription to the Debentures and the requisite declaration forms to be submitted in consultation with their tax

advisors.

Tax as applicable under the Income Tax Act, 1961 (as amended), or any other statutory modification or re-

enactment thereof will be deducted at source from the Interest. For seeking TDS exemption or lower rate of TDS,

relevant tax exemption certificate, should be submitted along with the Application Form. Where any deduction of

income tax is made at source, the Issuer shall send to the Debenture Holder(s) a certificate of tax deduction at

source. There will be no gross up for any amounts deducted as TDS.

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 list

shall be considered for payment of Interest or Redemption Amount, as the case may be.

Redemption

The Debentures will be redeemed at par on the Redemption Date. The Debentures will not carry any obligation,

for Interest or otherwise, after the Redemption Date. The Debentures held in the dematerialised form shall be

taken as discharged on payment of the Redemption Amount by the Issuer on Redemption Date to the registered

Debenture Holders whose name appear in the Register of Debenture Holders or Beneficial Owners in accordance

with the list provided by the Depository(ies), on the Record Date. Such payment will be a legal discharge of the

liability of the Issuer towards the Debenture Holders.

Settlement or Payment on Redemption

Payment on redemption will be made by way of direct credit or through the RTGS system or the NEFT system

in the name of the Debenture Holders whose name appear on the list of Beneficial Owners given by Depository

to the Issuer as at the Record Date.

The Debentures shall be taken as discharged on dispatching the payment instrument towards payment of the

redemption amount by the Issuer on maturity to the list of Beneficial Owners as provided by CDSL or NSDL or

Depository Participant. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture

Holders. On such payment being made, the Issuer shall inform CDSL or NSDL or Depository Participant and

accordingly the account of the Debenture Holders with CDSL or NSDL or Depository Participant shall be adjusted

(debited).

The Issuer’s liability to the Debenture Holders 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 after the date of redemption. On the Issuer dispatching or crediting the amount

to the Beneficial Owners as specified above in respect of the Debentures, the liability of the Issuer shall stand

extinguished.


66

Right of Debenture Holder(s)

Debenture Holder is not a shareholder. The Debenture Holders will not be entitled to any other rights and privilege

of shareholders other than those available to them under statutory requirements. The Debenture(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

Redemption Amount and Interest on the Debentures will be paid to the registered Debenture Holders only, and in

case of joint holders, to the one whose name stands first.

Further, the Debentures shall be subject to the provisions of the Companies Act, and the relevant rules and regulations,

the Articles of Association of the Issuer, the terms of this issue of Debentures and the other terms and conditions as

may be incorporated in the debenture trustee agreement, debenture trust deed, and other documents that may be executed

in respect of these Debentures.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with

the consent, in writing, of those holders of the Debentures who hold majority of the outstanding amount of the

Debentures (or any limit as specified under Companies Act or any other provision of law) or with the sanction

accorded pursuant to a resolution passed at a meeting of the Debenture Holders, 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 Debentures, if the same are not acceptable to the Issuer.

Issue of Duplicate Debenture Certificate(s)

In case of Debentures held in physical form, if any Debenture certificate(s) is/are mutilated or defaced or the pages

for recording transfers of Debentures are fully utilised, the same may be replaced by the Issuer against the

surrender of such certificate(s) and upon payment by the claimant of such costs as may be determined by the

Issuer. Provided, where the Debenture certificate(s) is/are mutilated or defaced, the same will be replaced as

aforesaid, only if the certificate number, Debenture Holder’s name and the distinctive numbers are legible. If any

Debenture certificate(s) is/ are destroyed, stolen or lost, then upon production of proof thereof to the satisfaction

of the Issuer and upon furnishing such indemnity/security and or other documents, as the Issuer may deem

adequate, duplicate Debenture certificate(s) shall be issued subject to the charge for the same being borne by the

Debenture Holder.

Right to further issue under the ISINs

The Issuer reserves right to effect multiple issuances under the same ISIN with reference to the ISIN Circulars.

The Issue can be made either by way of creation of a fresh ISIN or by way of issuance under the existing ISIN at

premium, par or discount as the case may be in line with the ISIN Circulars.

Right to Re-purchase, Buy-back, Re-issue or Consolidate the Debentures

The Issuer will have power, exercisable at its sole and absolute discretion from time to time, to re-purchase or

buyback a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the

Redemption Date, subject to applicable law and in accordance with the applicable guidelines or regulations, if

any.

In the event of a part or all of the Issuer’s Debentures being repurchased, bought back or redeemed under any

circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to re-issue

the Debentures either by re-issuing the same Debentures or by issuing other debentures in their place. The Issuer

shall have right to consolidate the Debentures under present series in accordance with applicable law.

Further the Issuer, in respect of such re-purchased, bought back or re-deemed Debentures shall have the power,

exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or re-

issue at such price and on such terms and conditions as it may deem fit and as permitted under the ISIN Circulars

or by laws or regulations.


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Future Borrowings

The Issuer shall be entitled to borrow or raise loans or avail of financial assistance in whatever form as also issue

Debentures or debentures or notes or 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 Debenture Holder(s) or the Debenture Trustee in this connection.

Ranking of Debentures

The Debentures are unsecured, redeemable, non-convertible, non-cumulative, taxable debentures. The Debentures shall

rank pari-passu inter se and, subject to any obligations preferred by mandatory provisions of the law prevailing from

time to time, shall also as regards repayment of Redemption Amounts and payment of Interest, rank pari-passu with all

other existing unsecured borrowings (except subordinated debt) of the Issuer.

Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part

with any financial or other information about the Debenture Holders available with the Issuer, with its subsidiaries

and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required

and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of this information.

Notices

All notices required to be given by the Issuer or by the Debenture Trustee to the Debenture Holders shall be

deemed to have been given if sent by ordinary post or courier to the original sole/first allottees of the Debentures

and/or if published in one all India English daily newspaper and one regional language newspaper.

All notices required to be given by the Debenture Holder(s), 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.

Investor Relations and Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer

endeavours to resolve the Investors’ grievances within 30 (thirty) days of its receipt. All grievances related to the

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

application and bank and branch / the Issuer collection centre where the Application was submitted, may be

addressed to the resource mobilization unit at the head office of the Issuer.



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SECTION XVI

MATERIAL CONTRACTS AND 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 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

below may be inspected at the head office of the Issuer between 10.00 a.m. and 5.00 p.m. on any working day

(which excludes a Saturday and Sunday), until the Issue Closing Date.

MATERIAL DOCUMENTS

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

2. Certificate of incorporation dated February 25, 1994.

3. Credit rating letter issued by CRISIL.

4. Credit rating letter issued by ICRA.

5. Auditor’s report and standalone financial statements for the Financial Year ended 31 March, 2020, 31 March,

2019 and 31 March, 2018.

6. Annual report of the Issuer for the Financial Year ended March 31, 2019, March 31, 2018 and March 31, 2017.

7. Board resolution dated May 28, 2020, authorizing issue of Debentures offered on private placement basis.

8. Shareholder resolution dated September 23, 2014.

9. Letter of consent from the Debenture Trustee dated June 22, 2020 for acting as Debenture Trustee for and on

behalf of the Debenture Holder(s).

10. Tripartite agreement between the Issuer, NSDL and Registrar for issue of Debentures in dematerialized form.

11. Tripartite agreement between the Issuer, CDSL and Registrar for issue of Debentures in Dematerialized form.

12. Electronic bidding platform agreement with BSE dated July 6, 2020.



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SECTION XVII

DECLARATION The Issuer undertakes that the Private Placement Offer Letter contains full disclosures in conformity with Form PAS-4 prescribed under Section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended.

The Issuer has complied with the provisions of the Companies Act, and the rules made thereunder. It is to be

distinctly understood that compliance with the Companies Act, and the rules does not imply that payment of

Interest or repayment of Debentures, is guaranteed by the GoI.

The Issuer undertakes that the monies received under the Issue shall be utilized only for the purposes and ‘Objects

of the Issue’ indicated in the Private Placement Offer Letter.

The Issuer accepts no responsibility for the statement made otherwise than in the Private Placement Offer Letter or in any other material issued by or at the instance of the Issuer and that anyone who places reliance on any other source of information will be doing so at his own risk. The undersigned has been authorized by the Board of the Issuer pursuant to resolution dated May 28, 2020, to sign the Private Placement Offer Letter and declare that all the requirements of Companies Act, and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in the Private Placement Offer Letter and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is in accordance with the original records maintained by the Promoter subscribing to the Memorandum of Association and Articles of Association of the Issuer. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to the Private Placement Offer Letter.

For and on behalf of the Board of Directors of the Issuer

Mahendra Pimpale

Managing Director

Place: Bina

Date: July 9, 2020

(i) Copy of resolution of the Board of Directors authorizing the present Issue of Debentures.

(ii) Copy of the resolution of the shareholders.

(iii) Copy of rating letters from CRISIL and ICRA.

(iv) Copy of consent letter from SBICAP Trustee Limited to act as Debenture Trustee for the Debenture

Holders.



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SECTION XXVI

ANNEXURES

A. CONSENT LETTER OF DEBENTURE TRUSTEE

Annexed as Annexure – I

B. CREDIT RATING LETTERS

Annexed as Annexure – II

C. COPY OF BOARD RESOLUTION DATED MAY 28, 2020

Annexed as Annexure – III

D. COPY OF SHAREHOLDER RESOLUTIONS DATED SEPTEMBER 23, 2014

Annexed as Annexure – IV

E. FINANCIAL INFORMATION

Annexed as Annexure – V

F. IN-PRINCIPLE APPROVAL LETTERS

Annexed as Annexure – VI



Annexure I

CONSENT LETTER OF DEBENTURE TRUSTEE

SBICAP Trustee Company Ltd.

Ref No. 014/2020-2021/CL - 02900 Date: 22nd June, 2020. Bharat Oman Refineries Limited Administration Building, Refinery Complex, Post BORL Residential Complex, Bina Sagar - 470001 Issue of Unsecured, Listed, Non-Convertible Debentures (NCDs) issue of upto maximum Rs. 600 crores on Private placement basis by Bharat Oman Refineries Limited (“Company”). We, the undersigned, do hereby consent to act as a Debenture Trustee to the Issue and to our name being inserted as the Debenture Trustee to the Issue in the ‘Offer document /Private placement offer letter’ to be filed by the Company with the Indian stock exchanges where the Debentures are proposed to be listed (the “Stock Exchanges”) and any other document intended to be filed with Stock Exchanges, SEBI and other regulatory or statutory authority in respect of the Issue. The following details with respect to us may be disclosed: Name : SBICAP Trustee Company Limited Address : Apeejay House, 6th floor 3, Dinshaw Wachha Road, Churchgate, Mumbai 400 020. Telephone No. : 022-43025555 Fax No. :022- 22040465 E-mail : [email protected] Investor Grievance e-mail : [email protected] Website : www.sbicaptrustee.com Contact Person : Ms. Aayushi Sanghavi (Company Secretary & Compliance Officer )

Tel No. 022- 43025503 SEBI Registration No.: IND000000536 We confirm that we are registered with SEBI and that such registration is valid as on the date of this letter. We enclose a copy of our registration certificate. We also confirm that we have not been prohibited by SEBI to act as an intermediary in capital market issues. We further confirm that no enquiry/investigation is being conducted by SEBI on us. We further confirm that we have not received any communication from SEBI prohibiting us from acting as the intermediary: We confirm that we will immediately inform the Company of any change, additions or deletions in respect of the matters covered in this certificate till the date when the Debentures offered, issued and allotted pursuant to the Issue, are admitted for trading on the Stock Exchanges. In the absence of any such communication from us, the above information should be taken as updated information until the listing and trading of Debentures on the Stock Exchanges. We hereby authorise you to deliver this letter of consent to the Stock Exchanges and any other regulatory or statutory authority as required. Sincerely,

For SBICAP Trustee Company Ltd. Authorized Signatory

www.sbicaptrustee. com

+91 22 4302 5566 +91 22 4302 5555

+91 22 2204 0465 · [email protected]

Corporate Office: Apeejay House, 6th Floor,

3, Dinshaw Wachha Road,

Churchgate, Mumbai,

Pin - 400 020.

A Group Company of SBI

Registered Office: 202, Maker Tower E,

Cuffe Parade, Mumbai - 400 005.

CIN : U65991MH2005PLC158386


Annexure II

CREDIT RATING LETTERS AND RATIONALE

ICRA Limited

Ref: MUM/20-21/0919

Date: June 26, 2020

Mr. Manoj Heda

Chief Financial Officer

Bharat Oman Refineries Limited

C/O Bharat Petroleum Corporation Ltd. Mahul Village, Chembur

Mumbai - 400074

Dear Sir,

Re: ICRA Credit Rating for the proposed Rs. 1000.0 crore Non Convertible Debenture (NCD)

Programme of Bharat Oman Refineries Limited

Please refer to the Rating Agreement dated June 24, 2020 and RRF No. MUM/2020-21/103 dated June

24, 2020 executed between ICRA Limited (“ICRA”) and your company for carrying out the rating of

the aforesaid NCD Programme. The Rating Committee of ICRA, after due consideration, has assigned

a [ICRA]AAA (pronounced ICRA triple A) rating to the captioned NCD Programme. 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. The [ICRA]AAA rating is placed on Watch

with Developing Implications.

In any of your publicity material or other document wherever you are using the above assigned rating,

it should be stated as [ICRA]AAA&; Rating placed on Watch with Developing Implications. We

would request if you can sign attached acknowledgement and send it to us latest by July 02, 2020 as

acceptance on the assigned rating. In case you do not communicate your acceptance/non acceptance of

the assigned credit rating, or do not appeal against the assigned rating by the aforesaid date, the rating

will be treated by us as non accepted and shall be disclosed on ICRA’s website accordingly. This is in

accordance with requirements prescribed by the Securities and Exchange Board of India (SEBI) vide

SEBI circular dated June 30, 2017

Any intimation by you about the above rating to any banker/lending agency/government

authorities/stock exchange would constitute use of this rating by you and shall be deemed acceptance

of the rating.

This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you

and any change in the terms or size of the issue would require the rating to be reviewed by us. If there

is any change in the terms and conditions or size of the instrument rated, as above, the same must be

brought to our notice before the issue of the instrument. If there is any such change after the rating is

assigned by us and accepted by you, it would be subject to our review and may result in change in the

rating assigned. ICRA reserves the right to review and/or, revise the above at any time on the basis of

new information or unavailability of information or such other circumstances, which ICRA believes,

may have an impact on the rating assigned to you.

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the

bonds, debentures and/ or other instruments of like nature to be issued by you.

ICRA Limited

As mentioned above and in accordance with the aforesaid circular you are requested to furnish a

monthly ‘No Default Statement (NDS)’ (in the format enclosed) on the first working day of every

month, confirming the timeliness of payment of all obligations against the rated debt programme.

You are also requested to forthwith inform us about any default or delay in repayment of interest or

principal amount of the instrument rated, as above, or any other debt instruments/ borrowing and keep

us informed of any other developments which may have a direct or indirect impact on the debt servicing

capability of the company including any proposal for re-schedulement or postponement of the

repayment programmes of the dues/ debts of the company with any lender(s) / investor(s). Further, you

are requested to inform us immediately as and when the borrowing limit for the instrument rated, as

above, or as prescribed by the regulatory authority(ies) is exceeded.

We thank you for your kind cooperation extended during the course of the rating exercise. Should you

require any clarification, please do not hesitate to get in touch with us.

We look forward to your communication and assure you of our best services.

With kind regards,

For ICRA Limited

[Srinivasan Rangaswamy]

Vice President

[email protected]

A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CRISIL rating is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. All CRISIL ratings are under surveillance. CRISIL or its associates may have other commercial transactions with the company/entity. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of this product. CRISIL Ratings rating criteria are available without charge to the public on the CRISIL web site, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact Customer Service Helpdesk at 1800-267-1301.

CONFIDENTIAL

BHARTOMRL/249765/NCD/072000258

July 06, 2020

Mr. Manoj Heda

CFO

Bharat Oman Refineries Limited

BPCL Premises

Mahul Refinery Chembur

Mumbai - 400074

Tel:022 2554771

Dear Mr. Manoj Heda,

Re: CRISIL Rating on the Rs.600 Crore Non Convertible Debentures of Bharat Oman Refineries Limited

We refer to your request for a rating for the captioned Non-Convertible Debentures.

CRISIL has, after due consideration, assigned a “CRISIL AA+” (pronounced “CRISIL double A plus rating”)

rating to the captioned Debt instrument. Instruments with this rating are considered to have high degree of safety

regarding timely servicing of financial obligations. Such instruments carry very low credit risk. However, the

rating has been placed under “Rating Watch with Developing Implications”. The Rating Watch reflects an

emerging situation, which may affect the credit profile of the rated entity.

As per our Rating Agreement, CRISIL would disseminate the rating along with outlook through its publications

and other media, and keep the rating along with outlook under surveillance for the life of the instrument.

CRISIL reserves the right to withdraw, or revise the rating / outlook assigned to the captioned instrument at any

time, on the basis of new information, or unavailability of information, or other circumstances which CRISIL

believes may have an impact on the rating.

Further, in view of your decision to accept the CRISIL Rating, we request you to apprise us of the instrument

details (in the enclosed format) as soon as it has been placed. In the event of your company not making the

issue within a period of 180 days from the above date, or in the event of any change in the size or structure of

your proposed issue, a fresh letter of revalidation from CRISIL will be necessary.

As per the latest SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on

centralized database for corporate bonds/debentures, you are required to provide international securities

identification number (ISIN; along with the reference number and the date of the rating letter) of all

bond/debenture issuances made against this rating letter to us. The circular also requires you to share this

information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary

and relevant information at [email protected]. This will enable CRISIL to verify and confirm to the

depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to

contact us for any clarifications you may have at [email protected]

Should you require any clarifications, please feel free to get in touch with us. With warm regards,

Yours sincerely,

Nitesh Jain Nivedita Shibu

Director - CRISIL Ratings

Associate Director - CRISIL Ratings


Annexure III

BOARD RESOLUTION

BHARAT OMAN REFINERIES LIMITED __________________________________________________________________________________

CIN : U11101MP1994PLC008162 Regd. Office: Administrative Building, Refinery Complex, Post BORL Residential Complex, Bina, District Sagar, Madhya Pradesh-470124 Telephone/Fax: 07580-226000/6903 www.borl.in; Email: [email protected]

CERTIFIED TRUE COPY OF EXTRACT OF MINUTES OF MEETING NO. 163/2/2020 OF THE BOARD OF DIRECTORS OF BHARAT OMAN REFINERIES LIMITED HELD ON 28th MAY 2020

Item No. 18: Approval for Long Term Fund Raising up to Rs 1,000 Crores “RESOLVED THAT pursuant to Section 179(3)(d), Section 180 (1) (c) and any other applicable provisions of the Companies Act, 2013 and within the limits of Rs. 12,000 crores approved by Shareholders in its 20th AGM held on 23rdSeptember 2014, consent of the Board be and is hereby accorded for borrowing upto Rs. 1,000 crores; RESOLVED FURTHER THAT pursuant to Section 180(1(a) of the Companies Act, 2013 and within the limit of Rs. 12,000 crores, approved by Shareholders in its 20th AGM held on 23rdSeptember 2014 and subject to consent of the existing term lenders, consent of the Board be and is hereby accorded, for creation of Charge on the assets of the Company for borrowings upto Rs. 1000 crores RESOLVED FURTHER THAT pursuant to proviso to Section 179(3)(d) of the Companies Act, 2013, Board be and is hereby delegates its above said powers of borrowings upto Rs. 1000 crores within Rs. 12000 crores to a Committee of Directors consisting of Mr. M.B.Pimpale, Managing Director; Mr. N.Vijayagopal, BPCL Nominee Director and Mrs. Mangala Prabhu, Independent director;

RESOLVED FURTHER THAT the above mentioned Committee be and is hereby authorized on behalf of the Board to: (i) finalize the option for raising long term funds from Banks, Financial Institution,

NBFC or any other body corporate or by Bonds, Debentures or any long term instrument, if any; and

(ii) to utilize the proceeds of the Debentures or any other suitable debt instrument including long term loan from banks for General corporate purpose including repayment of the existing loan that are due and payable by the Company and/or incurring any capital expenditure.

RESOLVED THAT pursuant to the provisions of Sections 42, 71 and 179 of the Companies Act, 2013 (“Act”) read with the Companies (Share Capital and Debentures) Rules, 2014, Companies (Prospectus and Allotment of Securities) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s), amendments or re-enactment(s) thereof, for the time being in force),such other statutes, notifications, circulars, rules and regulations as may be applicable and relevant, from time to time, the memorandum and articles of association of BORL and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, including applicable circulars,



guidelines, regulations and notifications issued from time to time by the Securities and Exchange Board of India ("SEBI") and Reserve Bank of India ("RBI") or any other statutory authority (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the board of directors of the Company (“Board”) be and is hereby accorded to the Company to avail borrowing by way of issuance of up-to Rs 1000 crore of listed or unlisted non-convertible debentures ("Debentures") aggregating to upto INR 1000 crores), in one or more tranches on a public and/or private placement basis and whether secured or unsecured to debenture holders (Debenture Holder reference to which term shall mean and include transferees, assignees and novatees of the Debenture Holder);

RESOLVED FURTHER THAT for raising of funds by issuing Non-Convertible Debentures, the Board be and is hereby authorize the committee of directors consisting of Mr. M.B.Pimpale, Managing Director; Mr. N.Vijayagopal, BPCL Nominee Director and Mrs. Mangala Prabhu, Independent director; to approve, finalize and do all acts in relation to Debenture issue including but not limited to following:

i. Approval and finalization of Information Memorandum for issue of debenture, term sheet / disclosure document, letter of offer for private placement including terms of issuance of Debentures, tenor, tranches, issue amount, interest

ii. Approve the appointment of merchant banker(s)/ Arranger(s), Depositories, Registrars, Debenture Trustees, Bankers to the Debenture Issue and such other intermediaries as may be required to be appointed and terms and conditions of their appointment, succession and their agents;

iii. To do all such acts, deeds and things as may deem necessary or desirable in connection with the issue, offer and allotments of Debentures including listing, if required and subsequent security creation;

iv. Any other matter to comply with the issuance of NCD as per provisions of Section 42, 71 and Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 and Companies (Prospectus and Allotment of Securities) Rules, 2014 and Deposits Rules;

v. Any other action as may be required to give effect to above borrowings RESOVED FURTHER THAT after approval from committee of Directors for raising funds through External Commercial Borrowing and / or INR term loan from Bank, the Managing Director and Chief Financial Officer be and are hereby severally authorized to

i. Appoint and incur expenditure such as commitment fees, arranger’s fees, out of pocket expenses (OPE) and other charges etc. required for the selected funding option;

ii. Accept the term sheets as finalized by the Committee with minor modifications; iii. Sign, execute and deliver agreements, deeds, undertakings, indemnity and

documents, etc. for creation of charge and/ or extension of time limits for creation of the same and do all acts and things as may be required by the Security Trustee, Lender in connection with the proposed selected funding option.



iv. Any other action as may be required to give effect to above borrowings; RESOLVED FURHTER THAT Managing Director, Chief Financial Officer and Company Secretary be and is hereby severally authorized to deal with the appropriate regulatory authorities in connection with the Debenture Issue including but not limited to Registrar of Companies, Reserve Bank of India, Exchanges, National Securities Depository Limited, Central Depository Services (India) Limited; negotiate, execute, file, amend, supplement, issue and deliver all documents, instruments, papers, applications, trust deed, notices in relation to the Debenture Issue and sign all forms, agreements and documents as may be required under the provisions of the NSDL and CDSL, Companies Act, 2013 and rules made thereunder to give effect to above resolution; RESOLVED FURTHER THAT the Common Seal of the Company be affixed on the documents related to Debentures and any of the said agreements and documents and any further documents and agreements that may be required in the presence of Managing Director or the Company Secretary of the Company or some other persons appointed by the Board for the purpose as per Articles of Association of the Company.” Certified True Copy For Bharat Oman Refineries Limited

Shubhendu Tewari Company Secretary Date: 4th July 2020


Annexure IV

SHAREHOLDER RESOLUTION


Annexure V

Financial Information


FOR ADDRESSEE ONLY

Annexure – V

BALANCE SHEET (Audited)

in crores

Particulars As at 31st Mar

2020

As at 31st Mar

2019

As at 31st Mar

2018

Non-current Assets

Property, Plant and Equipment 10,787.68 10,635.23 9,279.26

Capital work-in-progress 330.42 576.46 1,473.61

Intangible Assets 308.22 319.11 328.74

Financial Assets

Loans 44.46 49.74 48.34

Deferred Tax Assets (net) 883.34 468.20 495.88

Other Non-current Assets 144.01 90.94 27.19

Current Assets

Inventories 2,496.19 4,293.84 3,450.35

Financial Assets

Trade Receivables 1,024.99 2,023.64 1,130.49

Cash and Cash Equivalents 71.70 1.30 1.28

Other Financial Assets 12.13 13.24 19.77

Other Current Assets 24.18 22.57 60.13

Assets Held for Disposal - 46.43 -

TOTAL 16,127.32 18,540.70 16,315.04

EQUITY AND LIABILITIES

Equity

Equity Share Capital 2,426.83 1,777.23 1,777.23

Other Equity 1,190.80 2,647.58 2,540.79

Liabilities

Non Current Liabilities

Financial Liabilities

Borrowings 6,449.19 7,929.15 7,394.36

Right of use obligations 227.21 - -

Provisions 20.03 11.64 10.46

Other Non-current Liabilities 830.51 786.48 634.15

Current Liabilities

Financial Liabilities

Borrowings - 1,578.51 61.79

Trade Payables


FOR ADDRESSEE ONLY

Total outstanding dues of micro enterprises and

small enterprises

- -

Total outstanding dues of creditors other than

micro enterprises and small enterprises

2,223.53 2278.58 1,835.74

Other Financial Liabilities 2,304.67 1166.71 1,759.39

Other Current Liabilities 48.58 51.88 36.55

Provisions 405.97 312.94 264.58

TOTAL 16,127.32 18,540.70 16,315.04

STATEMENT OF PROFIT AND LOSS (Audited)

in crores

Particulars 2019-20 2018-19 2017-18

INCOME

Revenue from Operations 41,940.96 31,597.59 31,287.48

Other Income 72.46 46.11 65.57

Total Income 42,013.42 31,643.70 31,353.05

Less: Expenses

Cost of Raw Materials Consumed 26,573.28 19,464.47 17,187.12

Purchases of Stock-in-trade 1,103.79 2,229.58 314.06

Changes in Inventories of Finished Goods and work-

in-process

269.42 (558.86) 72.23

Excise duty on Sales and Inventory differentials on

Finished Goods

11,554.86 7,739.99 10,189.94

Employee Benefits Expense 103.01 107.40 99.24

Finance Cost 712.04 653.68 617.61

Depreciation and Amortization Expense 717.92 619.98 530.96

Other Expenses 1,452.57 911.39 823.35

Total Expenses 42,486.89 31,167.63 29,834.51

Profit before Exceptional items and Tax (473.47) 476.07 1,518.54

Less: Exceptional Items 744.01 305.78 -

Profit / (Loss) before tax for the period (1,217.48) 170.29 1,518.54

Tax expense

Current tax - 35.94 322.70

Deferred tax (413.98) 27.64 212.13


FOR ADDRESSEE ONLY

Total Tax Expense (413.98) 63.58 534.83

Profit / (Loss) for the period (803.50) 106.71 983.71

Other Comprehensive Income

Items that will not be reclassified to profit or loss

Gain/(loss) on remeasurement of defined benefit plan (4.84) 0.13 (0.04)

Deferred tax on above 1.16 (0.05) 0.01

Remeasurement of defined benefit plans (net of tax) (3.68) 0.08 (0.03)

Total Comprehensive Income (807.18) 106.79 983.68

Earnings per share

Basic (2.35) 0.31 2.96

Diluted (2.35) 0.25 2.32

STATEMENT OF CASH FLOWS (Audited)

in crores

Particulars 2019-20 2018-19 2017-18

Cash flows from operating activities

Net profit/(loss) before tax (1,217.48) 170.29 1,518.54

Adjustments for:

Exceptional Item: Decapitalisation of Property, Plant

and Equipment

- 305.78 -

Depreciation and Amortisation 717.92 619.98 530.96

Exchange loss/(gain) on revaluation of items

denominated in foreign currency

99.61 93.42 -2.37

Net loss on derivatives at fair value through profit or

loss

7.56 7.84 -12.36

Other income (43.90) (34.51) -42.34

Finance costs 712.04 653.68 617.61

Operating profit before working capital changes 275.75 1,816.48 2,610.04

(Invested in)/generated from

Trade Receivables 998.65 (893.15) 275.36

Other Receivables 52.48 0.64 -5.01

Inventories 1,797.65 (875.58) -330.51

Trade and Other payables (21.30) 586.59 564.02

Net cash flows from operating activities before tax 3,103.23 634.98 3,113.90

Direct Taxes paid (49.87) (110.37) -330.41


FOR ADDRESSEE ONLY

Net cash flows from operating activities (A) 3,053.36 524.61 2,783.49

Cash flows from investing activities

Purchase / Construction of Property, Plant and

Equipment

(398.12) (1,303.91) -1,203.75

Interest received 2.41 5.42 21.99

Net cash used in investing activities (B) (395.71) (1,298.49) (1,181.76)

Cash flows from financing activities

Proceeds from Long-term borrowings 112.50 354.93 250

Repayment of Long-term borrowings (481.68) (473.62) -1085.59

Proceeds / (Repayment) of Short-term borrowings (1,578.51) 1,516.72 -1173.71

Finance costs paid (including interest of Rs. 18.01

crores on right-of-use obligations)

(631.57) (624.13) -593.23

Principal portion of Right-of-use obligations paid (7.99) - 0

Net cash used in financing activities (C) (2,587.25) 773.90 (2,602.53)

Net increase in Cash and cash equivalents

(A+B+C)

70.40 0.02 1,000.80

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the period

Cash on hand and balances with banks 1.30 1.28 1,002.08

Total (D) 1.30 1.28 1,002.08

Cash and cash equivalents at end of the period

Cash on hand and balances with banks 71.70 1.30 1.28

Total (E) 71.70 1.30 1.28

Net increase in Cash and cash equivalents (D-E) 70.40 0.02 (1,000.80)


Annexure VI

IN PRINCIPLE APPROVAL LETTERS

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