Oil and Natural Gas Corporation Limited. (A Government of ... · The Issuer is the largest oil and gas exploration and production company in India in terms of production and reserves

DRAFT DISCLOSURE DOCUMENT

(PRIVATE AND CONFIDENTIAL) FOR ADDRESSEE ONLY

THE DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS

Oil and Natural Gas Corporation Limited.

(A Government of India Undertaking – A “Maharatna” Company) Registered and Corporate Office: Plot No. 5A-5B, Nelson Mandela Road, Vasant Kunj, South West Delhi-110070

Telephone Number: 011-26753020; Fax Number 011-26129076

Website: www.ongcindia.com; Email: [email protected] CIN No: L74899DL1993GOI054155

FOR PRIVATE CIRCULATION ONLY


The Draft Disclosure Document 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, (“SEBI Debt Regulations”), 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”), 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”. This issuance is also in accordance with the SEBI Letter no. SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11,

2019 received vide DIPAM OM No. 3/2/2018-DIPAM-II (Vol. V) dated December 18, 2019 and SEBI letter no. SEBI/DDHS/NK/OW/P/2020/10735 dated June 01, 2020

and communication of DIPAM dated June 05, 2020, DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII).


DATED AUGUST 5, 2020

PRIVATE PLACEMENT OF UNSECURED, LISTED, REDEEMABLE, NON-CUMULATIVE, TAXABLE, NON-CONVERTIBLE, DEBENTURES OF Rs.

10,00,000 EACH (“DEBENTURES”) FOR AN AMOUNT OF RS. 375 CRORES (THREE HUNDRED AND SEVENTY FIVE CRORES ONLY) AT PAR (“BASE

ISSUE SIZE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO RS. 625 CRORE (SIX HUNDRED AND TWENTY FIVE CRORES ONLY)

(“GREEN SHOE OPTION”), AGGREGATING TO RS. 1,000 CRORE (ONE THOUSAND CRORES ONLY) (“ISSUE”). THE GREEN SHOE OPTION OF UPTO

RS. 625 CRORES (SIX HUNDRED AND TWENTY FIVE CRORES ONLY) SHALL BE EXCLUSIVELY RESERVED FOR SUBSCRIPTION BY BHARAT

BOND ETF BY THE ISSUER.

THIS DRAFT DISCLOSURE 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. THIS DRAFT DISCLOSURE DOCUMENT

CONSTITUTES A DRAFT OF THE INFORMATION MEMORANDUM AS REQUIRED UNDER THE SEBI DEBT REGULATIONS. THIS DRAFT

DISCLOSURE 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 ELIGIBLE INVESTORS 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 THIS INFORMATION MEMORANDUM 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 ISSUER AND THE ISSUE INCLUDING THE RISKS INVOLVED.

CREDIT RATING

ICRA Limited has by way of letter dated July 17, 2020 assigned a rating of “[ICRA] AAA (Stable)” to the Debentures proposed to be issued by the Issuer pursuant to the

Draft Disclosure Document. India Ratings & Research Private Limited has by way of letter dated July 23, 2020 assigned a rating of “IND AAA / Stable” to the Debentures

proposed to be issued by the Issuer pursuant to the Draft Disclosure Document. 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 above ratings are not a recommendation to buy, sell or hold securities and Eligible

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

be evaluated independently of any other ratings.

DEBENTURE TRUSTEE FOR THE DEBENTURE HOLDERS REGISTRAR TO THE ISSUE

IDBI Trusteeship Services Limited Alankit Assignments Limited

Registered Office:

Asian Building, Ground Floor, 17

R. Kamani Marg, Ballard Estate, Mumbai - 400 001.

Telephone Number: 022-40807000

Fax Number: 022-40807080

Contact Person: Mr. Nikhil Lohana

E-mail: [email protected]

Registered Office:

‘Alankit House’, 4E/2

Jhandewalan Extension, New Delhi – 110055.

Telephone Number: 91-11-4254 1234/2354

Facsimile: 91-11-23552001

Contact Person: Mr. J K Singla

Email: [email protected]

ISSUE OPENING DATE ISSUE CLOSING DATE PAY IN DATE DEEMED DATE OF ALLOTMENT

AUGUST 7, 2020 AUGUST 7, 2020 AUGUST 11, 2020 AUGUST 11, 2020

LISTING

The Debentures are proposed to be listed on wholesale debt market segment of the BSE. The BSE has granted the in-principle approval by letter dated July 31, 2020.



THE DRAFT DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS

1

TABLE OF CONTENTS

SECTION I DEFINITIONS AND ABBREVIATIONS 2

SECTION II DISCLAIMERS 7

SECTION III FORWARD LOOKING STATEMENTS 11

SECTION IV GENERAL INFORMATION 12

SECTION V BRIEF HISTORY OF ISSUER AND ITS SUBSIDIARIES 16

SECTION VI CORPORATE STRUCTURE 19

SECTION VII BUSINESS AND ACTIVITIES OF ISSUER 20

SECTION VIII OUR MANAGEMENT 28

SECTION IX REGULATORY DISCLOSURES 33

DISCLOSURE PERTAINING TO WILFUL DEFAULT 41

SECTION X MANAGEMENT’S PERCEPTION OF RISK FACTORS 43

SECTION XI CAPITAL STRUCTURE OF THE ISSUER 56

SECTION XII FINANCIAL POSITION OF THE ISSUER 63

SECTION XIII FINANCIAL INDEBTEDNESS OF THE ISSUER 69

SECTION XIV SUMMARY TERM SHEET 72

SECTION XV PARTICULARS OF THE OFFER 78

SECTION XVI MATERIAL CONTRACTS AND AGREEMENTS INVOLVING

FINANCIAL OBLIGATIONS OF THE ISSUER 89

SECTION XVII DECLARATION 90

SECTION XVIII ANNEXURES 91




2

SECTION I

DEFINITIONS AND ABBREVIATIONS

In the Draft Disclosure Document, 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 or AoA

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. 5 (five) each.

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

Companies Act.

Issuer or ONGC Oil and Natural Gas Corporation Limited, a company incorporated under the Companies Act, 1956 and validly existing under the Companies Act and having its registered office at Plot No. 5A-5B, Nelson Mandela Road, Vasant Kunj, South West Delhi -110070 and bearing CIN L74899DL1993GOI054155.

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

• Managing Director and chief executive officer or manager;

• Company secretary;

• Whole-time Directors;

• Chief financial 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.

“our” or “we” or “us” The Issuer together with its subsidiaries, associates and its joint venture on a consolidated basis, as the context may require.

Promoter A promoter as referred to in sub-section (69) of Section 2 of the Companies Act.

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 Draft Disclosure Document and the Application Form.

Arrangers The entities as listed in this respect in the Draft Disclosure Document.

Base Issue Size As set out and defined in the cover page to the Draft Disclosure Document.

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, 1996).

BHARAT Bond ETF BHARAT Bond Exchange Traded Fund.

BSE BSE Limited.

BSE EBP Guidelines As set out and defined in the cover page to the Draft Disclosure Document.

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

Business Day A day when the money market is functioning in Mumbai.

CDSL Central Depository Services (India) Limited.




3

Coupon or Interest As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

Coupon Payment Date or Interest Payment Date

As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

Debentures Unsecured, listed, redeemable, non-cumulative, taxable, non-convertible debentures of face value of Rs. 10 lakh offered under the Issue through private placement route under the terms of the Disclosure Document.

Debenture Trustee IDBI Trusteeship Services 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 As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

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, 1996.

Disclosure Document The disclosure document to be issued for Private Placement of Debentures.

DIPAM Department of Investment and Public Asset Management

DP Depository Participant.

Draft Disclosure Document The draft disclosure document dated August 5, 2020 for Private Placement of Debentures.

DRR Debenture Redemption Reserve.

EBP Electronic bidding platform.

ECS Electronic clearing service.

Eligible Investor As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure

Document.

Exchange BSE

FFO Further fund offer.

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 Draft Disclosure Document.

ICCL Indian Clearing Corporation Limited.

ICRA ICRA Limited.

IRRPL India Ratings & Research Private Limited.

Issue or Offer Private placement of Debentures, with Base Issue Size of Rs. 375 Crores (Rupees Three Hundred and Seventy Five Crores only) issued at par with an option to retain oversubscription by way of Green Shoe Option up to Rs. 625 Crores (Rupees Six Hundred Twenty Five Crores only), aggregating to the Total Issue Size of Rs. 1,000 Crores (Rupees One Thousand Crores only). A. In accordance with the SEBI Letter no. SEBI/DDHS/TD/OW/P/2019/32928/1

dated December 11, 2019 received vide DIPAM OM No. 3/2/2018-DIPAM-II (Vol. V) dated December 18, 2019, the Base Issue Size is Rs. 375 Crores, being 37.50% of the total issue amount i.e. Rs. 1,000 Crores. The green shoe option of Rs. 625 Crores shall be exclusively reserved for the BHARAT Bond ETF at the same cut off yield of the Base Issue Size. The price for the Base Issue Size of Rs. 375 Crores shall be discovered in a transparent manner on the BSE Bond-EBP Platform. After discovery of price

for the Base Issue Size, the same price will be applicable to the green shoe option which is reserved for BHARAT Bond ETF. Further, there is no restriction on BHARAT Bond ETF to participate in bidding

for base issue size on the BSE Bond-EBP Platform.

All other provisions as per SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 and SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 shall be applicable.

B. Further, this Issue is the ‘[●]% ONGC 2031 Series II’ of ONGC and is the NFO participation by the Issuer in accordance with the SEBI letter




4

SEBI/DDHS/NK/OW/P/2020/10735 dated June 01, 2020 and communication of DIPAM dated June 05, 2020, DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII), wherein SEBI has approved the special bidding arrangement to be applicable for further NFO under BHARAT Bond ETF in following manner:

i. The special bidding arrangement shall be available to all issuers for next

5 NFO’s of BHARAT Bond ETF.

ii. In case of FFO, if any new issuer is participating in an already existing ETF for the first time, through an FFO by the ETF, the special bidding shall also be available only to that new issuer subject to maximum of total of 5 FFO’s by BHARAT Bond ETF.

iii. The method of calculation of minimum base issue size shall remain unchanged and the green shoe option shall be reserved only for the BHARAT Bond ETF as mentioned in the SEBI Letter no. SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019.

Issue Opening Date As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

Issue Closing Date As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

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

NEFT National electronic funds transfer.

NFO New fund offer.

Non-QIB Investors The entities that are not QIBs, and are specifically mapped by the Issuer to this Issue on the BSE EBP Platform.

NSDL National Securities Depository Limited.

Pay In Date As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

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 as permitted under the Companies Act and applicable laws.

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.

RBI Reserve Bank of India.

Record Date As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

Redemption Amount As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

Redemption Date As defined in Section XIV “Summary Term-Sheet” of the Draft Disclosure Document.

Registrar of Companies Registrar of Companies, National Capital Territory of Delhi and Haryana.




5

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 Alankit Assignments 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.

Total Issue Size Rs. 1.000 Crores (Rupees One Thousand Crores only), being the aggregate of the Base

Issue Size and the Green Shoe Option.

Uniform Listing Agreement Listing agreement as defined under the SEBI LODR.

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

OTHER ENTITIES

1P Proved reserves.

2P Proved and probable reserves.

3P Proved, probable and possible reserves.

ATF Aviation Turbine Fuel.

BCM Billion cubic metres.

BPCL Bharat Petroleum Corporation Limited.

CAG Comptroller and Auditor General of India.

CBM Coal Bed Methane.

Companies Act Companies Act, 2013, as amended.

Commission Oil and Natural Gas Commission.

Condensate Low vapour pressure hydrocarbons obtained from natural gas through condensation or extraction; condensate refers solely to those hydrocarbons that are liquid at normal surface temperature and pressure conditions.

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

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.

DGH Directorate General of Hydrocarbons.

DSEZL Dahej Special Economic Zone Limited.

E&P Exploration and production.

EBITDA Earnings before interest, tax, depreciation and amortization.

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

GAIL Gail (India) Limited.

GoI or Government Government of India.

GSPC Gujarat State Petroleum Corporation.

GST Goods and Service Tax.

HELP Hydrocarbon Exploration Licensing Policy.

HPCL Hindustan Petroleum Corporation Limited.

HSD High Speed Diesel.

IGGL Indra Dhanush Gas Grid Limited.

IOCL Indian Oil Corporation Limited.

Km. Kilometer.

Lakh An amount of 1,00,000.




6

LNG Liquefied natural gas. Gas that is liquefied under extremely cold temperatures and high pressure to facilitate storage or transportation in specially designed vehicles.

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.

MMCM Million standard cubic metres.

MMT Million metric tonnes.

MMtoe Million metric tonnes oil equivalent.

MMTPA Million metric tonne per annum.

MoPNG Ministry of Petroleum and Natural Gas.

MRPL Mangalore Refinery and Petrochemicals Limited.

MS Motor spirit.

MSEZL Mangalore Special Economic Zone Limited.

NELP New Exploration Licensing Policy.

OALP Open Acerage Licensing Policy.

OID cess Oil industry development cess.

OIL Oil India Limited.

OMPL ONGC Mangalore Petrochemicals Limited.

ONGC Videsh ONGC Videsh Limited

OPaL ONGC Petro-additions Limited.

OTBL ONGC TERI Biotech Limited.

OTPC ONGC Tripura Power Company Limited.

PAN Permanent account number.

PAT Profit after tax.

PEL Petroleum exploration Licenses.

PHL Pawan Hans Limited.

Petronet LNG Petronet LNG Limited.

PMHBL Petronet MHB Limited.

PML Petroleum Mining License.

PSU Public sector undertaking.

PSC Production sharing contracts.

Rs. or INR or ₹ Indian National Rupee.

RSC Revenue sharing contract.

Seismic Data Data recorded in either two-dimensional (2-D) or three-dimensional (3-D) form sound wave reflections off of subsurface geology. This is used to understand and map geological structures for exploratory purposes to predict the potential location of undiscovered reserves.

TMT Thousand Million Tonnes.

TDS Tax deducted at source.

(The remainder of this page is intentionally left blank)




7

DISCLAIMER OF THE ISSUER

The Draft Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and is prepared in

accordance with Companies Act, and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, 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 ONGC. 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 present Issue of Debentures under this Draft Disclosure Document is also in accordance with (i) the SEBI

letter number SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019 received vide DIPAM OM No.

3/2/2018-DIPAM-II (Vol. V) dated December 18, 2019 and (ii) SEBI letter number

SEBI/DDHS/NK/OW/P/2020/10735 dated June 1, 2020 and communication of DIPAM dated June 5, 2020,

DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII), in terms of which the Green Shoe Option shall be exclusively reserved for the BHARAT Bond ETF by the Issuer.

The Draft Disclosure Document has been prepared to give general information regarding ONGC 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 Draft

Disclosure Document 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.

ONGC does not undertake to update the Draft Disclosure Document to reflect subsequent events. ONGC 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 Draft Disclosure Document 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 Draft Disclosure Document 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 Draft

Disclosure Document 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 Draft Disclosure Document or any other information provided by the Issuer in connection with this Issue.

SECTION II DISCLAIMERS




8

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

This Draft Disclosure Document has not been filed with the SEBI. The Debentures have not been recommended

or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of the Draft Disclosure Document. It is

to be distinctly understood that the Draft Disclosure Document should not, in any way, be deemed or construed

that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial

soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the

statements made or opinions expressed in the Draft Disclosure Document. However, the SEBI reserves the right

to take up at any point of time, with the Issuer, any irregularities or lapses in this document.

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 Draft Disclosure Document. 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 Draft Disclosure Document 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 Draft Disclosure Document. The Arrangers to the Issue shall use the Draft

Disclosure Document for the purpose of soliciting subscription from Eligible 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 Draft

Disclosure Document by the Arrangers to the Issue shall neither in any way be deemed or construed that the Draft Disclosure Document 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 Draft

Disclosure Document; 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. Arrangers are not responsible for compliance of

any provision of the Companies Act. The Arrangers to the Issue or any of their 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 Draft Disclosure Document.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of the Draft Disclosure Document has been submitted to the Exchange for hosting the same

on its website. It is to be distinctly understood that such submission of the document with the Exchange or hosting the same on its website should not in any way be deemed or construed that the Draft Disclosure Document has

been cleared or approved by the Exchange; nor does it in any manner warrant, certify or endorse the correctness

or completeness of any of the contents of this document; nor does the Exchange warrant that the Issuer’s

Debentures will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial

or other soundness of the Issuer, its Promoter, its management or any scheme or project of ONGC. 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 Exchange 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.

DISCLAIMER OF THE RATING AGENCIES

Disclaimer of ICRA

ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA

ratings are subject to a process of surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic

indicator of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and

obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained

by ICRA from sources believed by it to be accurate and reliable, including the rated issuer. ICRA however has

not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been

taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of

any kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy,

timeliness or completeness of any such information. Also, ICRA or any of its group companies may have provided




9

services other than rating to the issuer rated. All information contained herein must be construed solely as

statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this

publication or its contents.

Disclaimer of IRRPL

All credit ratings assigned by IRRPL are subject to certain limitations and disclaimers. Please read these limitations

and disclaimers by following this link: HTTPS://WWW.INDIARATINGS.CO.IN/RATING-DEFINITIONS. In addition, rating definitions and the terms of use of such ratings are available on the agency’s public website

WWW.INDIARATINGS.CO.IN. Published ratings, criteria, and methodologies are available from this site at all

times. IRRPL’s code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance, and other

relevant policies and procedures are also available from the code of conduct section of this site. 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 Draft Disclosure Document 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 New Delhi,

India.

ELIGIBLE INVESTOR ACKNOWLEDGEMENT

Each person receiving the Draft Disclosure Document 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 Draft Disclosure Document should carefully read and retain

the Draft Disclosure Document. However, each such person in possession of the Draft Disclosure

Document is not to construe the contents of the Draft Disclosure Document as investment, legal,

accounting, regulatory or tax advice, and such persons in possession of the Draft Disclosure Document 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 Draft Disclosure

Document to reflect subsequent events after the date of the Draft Disclosure Document and thus it should

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

Issuer.




10

(ii) Neither the delivery of the Draft Disclosure Document 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 Draft Disclosure Document 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 Draft Disclosure Document in any jurisdiction where such action is required. The distribution of the Draft Disclosure Document 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 Draft Disclosure Document 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 Draft

Disclosure Document in any jurisdiction other than India.





11

SECTION III

FORWARD LOOKING STATEMENTS

Certain statements in the Draft Disclosure Document are not historical facts but are “forward-looking” in nature.

Forward-looking statements appear throughout the Draft Disclosure Document. 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) our ability to effectively manage financial expenses and fluctuations in interest rates;

(iv) our ability to successfully implement our business strategy;

(v) our ability to manage operating expenses;

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

(vii) geological/sub-surface uncertainties; and (viii) 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 Draft Disclosure Document. 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.





12

SECTION IV

GENERAL INFORMATION

4.1 ISSUER

Name of the Issuer Oil and Natural Gas Corporation Limited

Registered and Corporate Office Plot No. 5A-5B, Nelson Mandela Road, Vasant Kunj, South West Delhi -110070

Date of Incorporation June 23, 1993

CIN No. L74899DL1993GOI054155

Email Address [email protected]

Telephone Number 011 - 26753020

Fax Number 011- 26129076

Website www.ongcindia.com

Compliance Officer Shri. M E V Selvamm, Company Secretary, ONGC, Plot No. 5A-5B, Nelson Mandela Road, Vasant Kunj, South West Delhi -110070

CFO of the Issuer Shri Subhash Kumar, Director (Finance), ONGC, Plot No. 5A-5B, Nelson Mandela Road, Vasant Kunj, South West Delhi -110070

4.2 DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited

Registered Office: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001

Telephone Number: 022-40807000

Fax Number: 022-40807080

Contact Person: Mr. Nikhil Lohana

E-mail: [email protected]

A copy of the consent letter from IDBI Trusteeship Services Limited is enclosed as Annexure I to the Draft

Disclosure Document. IDBI Trusteeship Services Limited has given its consent to the Issuer for its appointment

under regulation 4 (4) of the SEBI Debt Regulations.

4.3 REGISTRAR

Alankit Assignments Limited

‘Alankit House’, 4E/2,

Jhandewalan Extension, New Delhi – 110055

Telephone Number: 91-11-4254 1234/2354,

Facsimile: 91-11-23552001

Contact Person: Mr. J K Singla


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





13

4.5 ADVISOR CUM ARRANGER TO THE ISSUE

SBI Capital Markets Limited

202, Maker Tower ‘E’, Cuffe Parade,

Mumbai 400 005,

Maharashtra, India.

Telephone: (+91 22) 2217 8300

Facsimile: (+91 22) 2218 8332 Email: [email protected] / [email protected]

Website: www.sbicaps.com

Contact person: Ms. Shweta Narang / Mr. Mandeep Singh

4.6 ARRANGERS FOR THE ISSUE

To be decided.

4.7 CREDIT RATING AGENCIES FOR THE ISSUE

INDIA RATINGS & RESEARCH PRIVATE LIMITED ICRA LIMITED

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

Website: www.indiaratings.co.in

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

IRRPL has by way of letter dated July 23, 2020 assigned a rating of “IND AAA / Stable” to the Debentures proposed to be issued by the Issuer pursuant to the Draft Disclosure Document. Instruments with this rating are

considered to have the highest degree of safety regarding timely servicing of financial obligations. Such

instruments carry lowest credit risk. A copy of rating letter from IRRPL is enclosed as Annexure II to the Draft

Disclosure Document.

ICRA has by way of letter dated July 17, 2020 assigned a rating of “[ICRA] AAA (Stable)” to the Debentures

proposed to be issued by the Issuer pursuant to the Draft Disclosure Document. Instruments with this rating are

considered to have the highest degree of safety regarding timely servicing of financial obligations. Such

instruments carry lowest credit risk. A copy of rating letter from ICRA is enclosed as Annexure II to the Draft

Disclosure Document.

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 Draft Disclosure

Document.

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.




14

4.8 STATUTORY AUDITORS OF THE ISSUER

S. No. Name Address Auditors of the Issuer

since

1

M/s SARC & Associates, Chartered Accountants, ICAI Firm Registration:

DE2063

D-191, Okhla Industrial Area, Phase- 1, New Delhi – 110

020

Tel: 011-45564301 – 02, Email: [email protected]

Contact Person: Mr. Mr. Sunil Kumar Gupta

Appointed by CAG letter

dated August 1, 2019

2 M/s RGN Price & Co, Chartered Accountants, ICAI Firm Registration: MD0018

Simpson Buildings, 861, Anna Salai, Chennai – 600 002,

Tamil Nadu

Tel: 044-28413633, 022-20850245


Contact Person: Mr. R Rangarajan



3. M/s Kalani & Co., Chartered Accountants, ICAI Firm Registration: CR0013

703, VIIth Floor, Milestone Building, Gandhi Nagar

Crossing, Tonk Road, Jaipur – 302 015, Rajasthan

Tel: 0141-2709001-02,


Contact Person: Mr. Vikash Gupta



4. M/s. MKPS & Associates, Chartered Accountants,

ICAI Firm Registration: SPO053

403, 4th Floor, Grace Chambers, Andheri Kurla Road,

Chakala, near Gurudwara Andheri (East), Mumbai-400

093, Maharashtra

Tel: 022-26878861,63


Contact Person: Mr. Mahendra Agrawala


dated July 8, 2016

5. M/s. G M Kapadia & Co., Chartered Accountants,

ICAI Firm Registration: BO0024

1007, Raheja Chambers, 213, Nariman Point, Mumbai

400021

Tel: 022-66116611,


Contact Person: Mr. Rajen R Ashar


dated July 17, 2018

6. M/s. R Gopal & Associates, Chartered Accountants, ICAI Firm Registration: ER0029

1/1A, Vansittart Row, 1st Floor, Room No. 6, Opp.

Telephone Bhavan, BBD Bagh, Kolkata -700 001, West

Bengal

Tel: 033-22480021/3135,


Contact Person: Mr. Sandeep Kumar Sawaria


dated July 17, 2018

Being a Government company, the statutory auditors of the Issuer are appointed by the CAG. The annual accounts of

the Issuer are subjected to supplementary audit every year by the CAG and their comments are published in our annual

report.

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

S.

No.

Financial

Year

Name Address Date of

Appointme

nt or

Cessation

Auditor of

the Issuer

since (in case

of Cessation)

Remark

(if any)

1 2018-

19

M/s. R Gopal & Associates, Chartered Accountants ICAI Firm Registration: ER0029

1/1A, Vansittart Row, 1st

Floor, Room No. 6, Opp.

Telephone Bhavan, BBD

Bagh, Kolkata -700 001,

West Bengal

July 17,

2018

- Appointed by the CAG.

2. 2018-

19

M/s. GM Kapadia & Co., Chartered Accountants

Chartered Accountants,

ICAI Firm Registration:

BO0024

1007, Raheja Chambers,

213, Nariman Point,

Mumbai 400021

July 17,

2018


3. 2019-

20

M/s. SARC & Associates, Chartered Accountants,

ICAI Firm Registration: DE2063

D-191, Okhla Industrial

Area, Phase- 1, New Delhi

– 110 020

August

1, 2019





15

S.

No.

Financial

Year

Name Address Date of

Appointme

nt or

Cessation

Auditor of

the Issuer

since (in case

of Cessation)

Remark

(if any)

4. 2019-

20

M/s. RGN Price & Co, Chartered Accountants, ICAI Firm Registration: MD0018

Simpson Buildings, 861,

Anna Salai, Chennai – 600

002, Tamil Nadu

August

1, 2019


5. 2019-

20

M/s. Kalani & Co., Chartered Accountants, ICAI Firm Registration: CR0013

703, VIIth Floor, Milestone

Building, Gandhi Nagar

Crossing, Tonk Road,

Jaipur – 302 015, Rajasthan

August

1, 2019


6 2018-

19

M/s. Lodha & Co.,

Chartered Accountants ICAI Firm Registration: CA0046

14, Government Place East,

Kolkata – 700 069, West

Bengal

July 16,

2018

July 23,

2014

Appointed by the CAG.

7 2018-

19

M/s. Khandelwal Jain & Co.,

Chartered Accountants,


BO0090

12-B, Baldota Bhavan, 5th

Floor, 117, Maharshi,

Karve Road, Churchgate,

Mumbai – 400 020,

Maharashtra

July 16,

2018

July 23,

2014


8 2019-

20

M/s. Dass Gupta &

Associates, Chartered

Accountants,


DE1272

B-4, Gulmohar Park, New

Delhi – 110 049

July 31,

2019

June 30,

2015


9 2019-

20

PKF Sridhar & Santhanam

LLP, Chartered Accountants,


MD0120

7th Floor, Krd Gee Gee

Crystal, 91-92, Dr.

Radhakrishnan Salai,

Mylapore, Chennai – 600

004, Tamil Nadu

July 31,

2019

June 30,

2015


10 2019-

20

KC Mehta & Co., Chartered

Accountants,


WR0386

2nd Floor, Meghdhanush,

Race Course Circle,

Vadodara – 390 007,

Gujrat

July 31,

2019

June 30,

2015


4.10 DETAILS OF CORPORATE AUTHORIZATIONS

The Board resolution dated January 19, 2018 is attached as Annexure III to this Draft Disclosure

Document. The Issuer is not required to pass a shareholder resolution under the Companies Act, as it is

not breaching the limit under Section 180 of the Companies Act.





16

SECTION V

BRIEF HISTORY OF ISSUER AND ITS SUBSIDIARIES

5.1 BRIEF HISTORY OF THE ISSUER

The Issuer traces its history to the establishment of the Commission. To further the development of oil and natural

gas exploration and mining in India, the Ministry of Natural Resources and Scientific Research of the Indian

Government set up the “Oil and Natural Gas Directorate” in 1955 which was then reorganised into the

Commission. In October 1959, the Commission was converted into a statutory body pursuant to the Oil and

Natural Gas Commission Act, 1959 (now repealed). The Commission commenced offshore seismic surveys in the

Gulf of Cambay in 1963. The main functions of the Commission were to plan, promote, organise and implement

programmes for development of petroleum resources and the production and sale of petroleum and petroleum

products produced by it, and to perform such other functions as the Indian Government may, from time to time,

assign to it. The Issuer was incorporated under the Companies Act on June 23, 1993 as Oil and Natural Gas

Corporation Limited and was granted the certificate of commencement of business on August 10, 1993. Pursuant

to the Oil and Natural Gas Commission Act (Transfer of Undertaking and Repeal) Act, 1993, the undertakings of

the Commission together with all its assets, movable and immovable properties, contracts, licenses and privileges and liabilities and obligations in relation to its undertakings stood vested in the Issuer and were transferred to the

Issuer on February 1, 1994. The President of India acting through the MoPNG is the Promoter of the Issuer with

a shareholding of 60.41% as of June 30, 2020.

5.2 AWARDS AND RECOGNITION

The Platts Top 250 Global Energy Companies Rankings 2018 (which measures financial performance by examining various companies’ assets, revenues, profits and return on invested capital), ranked the Issuer 17th

globally among oil and gas companies in the ‘Integrated Oil & Gas Category’ in the 2019 rankings. Further, the

Issuer was ranked 3rd largest in India and 160th on the 2019 Fortune Global 500 List and 269th largest worldwide

in the Forbes Global 2000 list of the world’s biggest companies for 2020 based on sales, profits, assets and market

capitalisation.

5.3 GROUP STRUCTURE AS ON MARCH 31, 2020




17

5.4 DETAILS OF SUBSIDIARIES

5.4.1 ONGC Videsh

ONGC Videsh Limited, the wholly-owned subsidiary of the Issuer for E&P activities outside India, has

participation in 37 oil and gas projects in 17 countries. The overall oil production was 9.755 MMT during Financial

Year 2019-20. Gas production has been 5.226 BCM during the Financial Year 2019-20.

5.4.2 Mangalore Refinery and Petrochemicals Limited

The Issuer holds 71.63% equity stake in MRPL, a Schedule ‘A’ Mini Ratna company and listed entity, which is a

single location 15 MMTPA refinery on the western coast of India (“Mangalore Refinery”). Further, HPCL, also

continues to hold 16.96% in MRPL. MRPL has achieved throughput of 14.14 MMT for the Financial Year 2019-

20 as against 16.43 MMT during Financial Year 2018-19.

5.4.3 Hindustan Petroleum Corporation Limited

The Issuer acquired 51.11% shareholding held by the President of India in HPCL on January 31, 2018, for a total

cash consideration of Rs. 369,150 Million.. Through HPCL, the Issuer owns and operates two major refineries

which produce a wide variety of petroleum fuels and specialty products, with one refinery located in Mumbai in

the west coast (the “Mumbai Refinery”) and the other refinery located in Visakhapatnam in the east coast (the

“Vizag Refinery”). During the Financial Year 2019-20, HPCL refineries at Mumbai and Vizag achieved

combined refining throughput of 17.18 Million Metric Tonnes (MMT) with capacity utilization of 109%. HPCL

achieved combined gross refining margin of USD 1.02 per barrel during the Financial Year 2019-20.

5.4.4 Petronet MHB Limited

Following the acquisition of controlling interest in the capital of HPCL on January 31, 2018, PMHBL became a

direct subsidiary of the Issuer. Both the Issuer and HPCL have increased their stake by 17.28% by acquiring

additional shares from 8 public sector banks. Both the Issuer and HPCL hold 99.992% (each 49.996%) in the

capital of PMHBL. PMHBL owns and operates a multi–product pipeline to transport MRPL’s products to the

hinterland of Karnataka.

5.4.5 ONGC Mangalore Petrochemicals Limited (“OMPL”)

OMPL is a value-chain integration project for manufacturing para-xylene (0.92 MMTPA capacity) and benzene

(0.28 MMTPA capacity) from the aromatic streams of MRPL. OMPL is a subsidiary of MRPL.

As of March 31, 2020, MRPL and the Issuer held a 51% and 48.99% equity interest respectively in OMPL. OMPL

started its commercial production since 2014 and has been progressively increasing its capacity utilisation since.

5.5 Associates and Joint Ventures

5.5.1 ONGC Tripura Power Company Limited (“OTPC”)

OTPC is a joint venture among the Issuer, IL&FS Group, the Government of the State of Tripura and Global

Infrastructure Partner Ltd. As of March 31, 2020, the Issuer held a 50% equity interest in OTPC. The total cost of

the project was Rs. 40,470 Million.

5.5.2 ONGC Petro-additions Limited (“OPaL”)

OPaL is a joint venture among the Issuer, GAIL, GSPC. As of March 31, 2020, the Issuer held a 49.36% equity

interest in this project. OPaL was established to construct a mega petrochemical project in DSEZL for utilizing

C2-C3 gas feed and naphtha from the Issuer’s nearby extraction C2-C3 extraction plant at Dahej and naphtha from

gas processing plants at Hazira and comprises a 1.10 MMTPA ethylene cracker at a project cost of Rs. 308,260 Million.




18

5.5.3 Dahej SEZ Limited and Mangalore SEZ Limited

The Issuer, together with the respective state government industrial development agencies, established special

economic zones at Dahej in the State of Gujarat and Mangalore in the State of Karnataka.

• Dahej SEZ Limited (“DSEZL”)

DSEZL is a multi-product special economic zone at Dahej in coastal Gujarat with world-class mega infrastructure facilities. As of March 31, 2020, the Issuer held an equity interest of 50.00% in DSEZL.

• Mangalore SEZ Limited (“MSEZL”)

MSEZL is a joint venture Issuer incorporated in February 2006. As of March 31, 2020, the Issuer held a

26.86% equity interest in MSEZL.

5.5.4 ONGC TERI Biotech Limited (“OTBL”)

OTBL is a joint venture Issuer incorporated in 2007 between the Issuer and The Energy Research Institute. As of

March 31, 2020, the Issuer held a 49.98%, equity interest in OTBL. OTBL focuses on the bioremediation of oily

sludge, microbial enhanced oil recovery, prevention of wax deposition in tubulars and solutions for other oil field problems.

5.5.5 Petronet LNG Limited (“Petronet LNG”)

As of March 31, 2020, the Issuer held a 12.50% equity interest in Petronet LNG while each of IOCL, GAIL and

BPCL also held a 12.50% equity interest in Petronet LNG.

5.5.6 Pawan Hans Limited (“PHL”)

As of March 31, 2020, the Issuer held 49% equity interest in PHL. PHL provides helicopter support for the Issuer’s

offshore operations.

5.5.7 Rohini Heliport Limited

The Issuer has subscribed 49% equity capital in Rohini Heliport Limited, a mirror company of Pawan Hans

Limited incorporated on January 7, 2019 for the purpose of enabling GOI to sell its 51% stake in PHL, as this

asset could not form a part of their ongoing disinvestment process.

5.5.8 Indra Dhanush Gas Grid Limited (“IGGL”)

IGGL is a joint venture between the Issuer, OIL, GAIL, IOCL and Numaligarh Refinery Limited. As of March

31, 2020, the Issuer held 20% equity interest in IGGL. The gas grid is strategically located in north east part of

the country and will connect the capital city of Assam, Arunachal Pradesh, Meghalaya, Manipur, Mizoram, Nagaland and Tripura. The gas grid is expected to be completed in phases in March, 2024 and March 2025.





19

SECTION VI

CORPORATE STRUCTURE




20

SECTION VII

BUSINESS AND ACTIVITIES OF ISSUER 7.1 Overview

The Issuer is the largest oil and gas exploration and production company in India in terms of production and

reserves of oil and gas for the Financial Year 2019-20 according to the MoPNG.1 As of June 30, 2020, the Issuer

was also the largest central public sector enterprise in India in terms of market capitalisation (according to the

BSE).2 The Issuer is also present across the hydrocarbon value chain with operations in refining, petrochemicals,

power and LNG in addition to its exploration and production activities.

The Issuer conducts its domestic exploration and production activities through its independent operations as well

as in associations and joint ventures with other oil and gas companies. The Issuer’s domestic product including

Issuer’s share of production in fields operated through joint ventures represented 72.6% and 79.85% of India’s

total production of crude oil and natural gas, respectively, for the Financial Year 2019-20.

The Issuer conducts downstream refining and marketing operations in India. Prior to the acquisition of HPCL, the

Issuer’s downstream refining and marketing operations were conducted primarily through its subsidiary MRPL,

which operates the Mangalore Refinery. The acquisition of HPCL significantly transformed the Issuer’s

downstream portfolio and provides a platform for the Issuer, as a vertically integrated oil company.

The Issuer is also involved in alternative energy projects, including research and development in shale gas, the

development of coalbed methane, a pilot project for underground coal gasification and the operation of land wind

farm projects and solar power projects.

7.2 International Exploration and Production

The Issuer carries out its international exploration and production activities through its 100% subsidiary, ONGC

Videsh. ONGC Videsh undertakes projects through independent operations, as well as through associations and

joint ventures with other oil and gas companies. As of March 31, 2020, the Issuer held participating interests in

37 projects across 17 countries. For the Financial Year 2019-20, the Issuer’s total international production was

9.755 MMT of crude oil, and 5.226 BCM of natural gas; and the Issuer’s international average daily production

was approximately 195,455 barrels per day of crude oil, and 14.28 MMCM per day of natural gas.

7.3 The fully integrated oil and gas company in India

The Issuer is fully integrated oil and gas company in India with a leading market position in the Indian upstream

market and dominant position in the downstream market, providing for full integration across the oil and gas value

chain.

7.3.1 Leading upstream oil and gas player in India

The Issuer has the largest crude oil and natural gas reserves, exploration area and production capability among

Indian oil and gas companies engaged in exploration and production.

(i) Reserves: The Issuer has the largest proved reserves in India of any oil and gas company, according to

the Indian Petroleum and Natural Gas Statistics Report — 2018-2019 by the MoPNG3. The Issuer

believes that its reserves provide it with an abundant and stable long-term source of hydrocarbons for

crude oil and natural gas production. The Issuer focuses on reserves accretion through its exploration and

1 See https://www.ppac.gov.in/content/146_1_ProductionPetroleum.aspx for more details. 2 See http://www.bsepsu.com/mkt_capt.asp for more details. 3 See: http://petroleum.nic.in/sites/default/files/arep2020.pdf for more details.




21

development activities. The Issuer strives to maintain a reserve replacement ratio, meaning a ratio greater

than 1.0.

(ii) Exploration Area: As of March 31, 2020, the Issuer operated 358 nomination PML and 10 PMLs under

NELP regime, crude oil and natural gas reserves bearing fields in India. The Issuer held interest in 9 pre-

NELP fields as a joint venture partner in India. In addition, as of March 31, 2020, the Issuer held PELs

for 7 nominated blocks, 1 pre-NELP block, 16 NELP blocks and 17 OALP blocks in HELP regime.

(iii) Production: The Issuer was the largest producer of crude oil and natural gas in India for the Financial

Year 2019-20. The Issuer’s share of total domestic production aggregated 23.35 MMT of crude oil, and

24.89 BCM of natural gas.

7.3.2 Dominant downstream oil and gas player in India

The Issuer’s comprehensive downstream portfolio complements its upstream strengths. The Issuer has a strong

presence across the hydrocarbon value chain. The Issuer’s operations include the operation of refineries, extraction

of value added products such as C2 (ethane), C3 (propane), C4 (butane), LPG, naphtha, superior kerosene oil,

aviation turbine fuel and high-speed diesel of marine grade from gas and Condensate streams.

(i) Refineries: Through its subsidiaries MRPL and HPCL, the Issuer owns and operates the Mangalore

Refinery, the Mumbai Refinery and the Visakh Refinery. As of March 31, 2020, the Issuer’s refining

capacity was 30.83 MMTPA representing approximately 12.35% of India’s total refining capacity as of

March 31, 2020.

(ii) Value Added Products: The Issuer is also engaged in petrochemicals and other segments of the hydrocarbon value chain for the production of other value-added products, which include the following:

• the Issuer operates its C2-C3 extraction plant and a value-chain integration project located in the

Dahej special economic zone.

• the Issuer operates a skid mounted refinery plant at Tatipaka in Andhra Pradesh for the production

of low sulphur heavy stock such as high speed diesel.

• the Issuer operates a crude stabilisation unit at Uran, Maharashtra which was established in 1978.

• the Issuer operates three sour gas-processing complexes in India situated at Hazira, Surat, Gujarat

which were set up in 1985.

• the Issuer through Petronet LNG, successfully established India’s first LNG receiving and

regasification terminal at Dahej, Gujarat, and other terminals at Kochi, Kerala.

• the Issuer through OPaL operates a mega petrochemical complex in the DSEZL established for

utilizing C2-C3 gas feed and naphtha from the Issuer’s nearby extraction C2-C3 extraction plant at

Dahej and naphtha from gas processing plants at Hazira.

• the Issuer through OMPL, operates a value-chain integration project for manufacturing para-xylene

(0.92 MMTPA capacity) and benzene (0.28 MMTPA capacity) from the aromatic streams of MRPL.

• the Issuer, through HPCL, continues to focus on augmenting bottling capacity in tandem with

growing demand for LPG.

(iii) Pipeline and Distribution Network: The Issuer has an extensive downstream infrastructure and pipeline

network in India. The Issuer, through PMHBL, operates a cross-country petroleum products pipeline of

362.37 Km. that allows the transportation of a variety of finished petroleum oil products from MRPL located in Mangalore. The Issuer through HPCL, operates a petroleum product pipeline network of 3,775

Km. with mainline capacity of 32.55 MMTPA and branch line capacity of 15.57 MMTPA as of March

31, 2020. The Issuer, through HPCL, is also participating in development of India’s longest LPG pipeline

from Kandla to Gorakhpur (2,757 Km.) along with IOCL and Bharat Petroleum Corporation Limited. In

addition, the Issuer through HPCL has an extensive retail presence covering over 16,400 outlets in India

and a vast marketing network of 21 zonal offices in major cities and 128 regional offices supported by

extensive supply and distribution infrastructure consisting of terminals, pipeline networks, aviation




22

service stations, LPG bottling plants, inland relay depots, retail outlets, and lubricant and LPG

distributorships.

7.4 Strategy

The Issuer’s significant transformation in the last decade has seen the Issuer progress from being a largely India-

centric oil and gas producer to one that has assets across the world with capabilities in both the upstream and

downstream segments of the oil and gas industry. The Issuer intends to employ the following strategies to achieve

the objectives in accordance with the ‘ONGC Energy Strategy 2040’:

• Increase domestic exploration, development and production efforts

• Improved oil and gas recovery in producing properties

• Augment international reserves and production

• Continue to capture value through forward integration

• Continue to maintain high environmental and safety standards

• Focus on the production, exploration and development of non-conventional energy and renewable energy

7.5 Exploration and Production Business

7.5.1 Crude Oil and Natural Gas Reserves

A majority of the Issuer’s domestic reserves are located offshore, primarily in the offshore fields along the western

continental shelf of India and in the Krishna-Godavari basin off the eastern coast of Andhra Pradesh. The Issuer

holds additional offshore reserves located in the Cauvery basin extending from the south-eastern coast of India

and in the Kutch basin in the Arabian Sea along the north-western coast of India. The Issuer’s onshore reserves are primarily concentrated in the Cambay basin in the state of Gujarat in western India, in the Assam and Assam-

Arakan basin in the northeast of India and in the onshore portion of the Krishna-Godavari basin in Andhra Pradesh.

The Issuer has additional onshore reserves in the Cauvery basin in Tamil Nadu, in the Jaisalmer basin in Rajasthan,

in the Bengal on-land in West Bengal and in the Vindhyan basin in Madhya Pradesh. As of March 31, 2020, the

Issuer had interests in a total of 358 PMLs (nominated) and 10 PMLs (NELP) in domestic fields.

7.5.2 Crude Oil and Natural Gas Production

For the Financial Year 2019-20, the Issuer produced 23.353 MMT of crude oil and 24.896 BCM of natural gas

from its domestic fields (including its share in joint ventures).

7.5.3 The Issuer’s Principal Producing Areas

(i) Domestic Producing Areas

The Issuer’s domestic onshore producing areas are located in the states of Gujarat, Rajasthan, Assam, Tripura,

Tamil Nadu, Andhra Pradesh and in the Cambay, Jaisalmer, Assam and Assam Arakan, Krishna-Godavari and

Cauvery basins. The Issuer’s domestic offshore producing fields include the Mumbai offshore basin off the west

coast of India, and the Cauvery and Krishna-Godavari basins off the east coast of India.

The Mumbai High field is a major offshore crude oil and natural gas producing area in the Mumbai offshore basin

and represented approximately 35% of the Issuer’s total domestic crude oil production (inclusive of its share of

joint venture production) and approximately 20% of the Issuer’s total natural gas production from its owned and operated fields (inclusive of its share of joint venture production) for the Financial Year 2019-20.




23

(ii) Producing Fields held through Joint Ventures

The Issuer holds participating interest in the following fields as on March 31, 2020.

Field Name Participating Interest

Ravva, Krishna-Godavari Offshore 40%

CY-OS-90/1 (PY-3), Cauvery Offshore 40%

Block CB-OS/2, Cambay Offshore 50%

RJ-ON-90/1, Barmer, Rajasthan Onshore 30%

(iii) International Producing Areas

As of March 31, 2020, the Issuer through ONGC Videsh, a 100 percent subsidiary of the Issuer, held participating

interests in 37 projects across 17 countries, namely Azerbaijan, Bangladesh, Brazil, Colombia, Iran, Iraq, Israel,

Kazakhstan, Libya, Mozambique, Myanmar, Russia, South Sudan, Syria, UAE, Venezuela and Vietnam,

comprising 14 producing projects, 16 exploration blocks, 4 discovered/development blocks and 3 pipeline

projects. The Issuer’s production shut down in three of its assets, AFPC (Syria) and Block 24 (Syria) due to the

political situation in Syria and SPOC in South Sudan where resumption activities are in progress.

7.6 Exploration and Development

7.6.1 Domestic Exploration and Development

(i) Onshore basins

The onshore exploration acreages of the Issuer are spread out across the states of Andhra Pradesh, Assam, Gujarat,

Himachal Pradesh, Madhya Pradesh, Nagaland, Mizoram, Rajasthan, Tamil Nadu, Tripura and West Bengal.

Issuer has declared total 12 discoveries (7 new prospects and 5 new pools) during Financial Year 2019-20 in its

operated acreages. Reserve replacement ratio from domestic fields was 1.19 with respect to 2P reserves. With

this, the Issuer achieved a reserve replacement ratio (2P) of more than 1 for the 14th consecutive year. The Issuer

monetized 22 discoveries during Financial Year 2019-20. Four (4) of these discoveries (Vanjiyur-3, Billakurru-1,

Nandigamma North-1 & Sundulbari-12) were made in the Financial Year 2019-20 and remaining 18 were of

preceding years.

Total acreage holding of Issuer as on April 1, 2020 is 1,17,346.30 Sq. Km., and is as set out below:

S.No Category (PEL/PML/ NELP) No Area as on 31.03.20

(Sq.Km.)

1 Nomination PEL 7 5106.05

2 Nomination PML 327 29410.65

3 7 yr. Limited PML 31 24911.10

4 PRE-NELP 1 892.00

5 NELP PEL 16 21126.17

6 NELP PML 10 1380.78

7 OALP Round-1 2 1455.50

8 DSF-II awarded area 5 946.81

9 OALP Round-II 1 846.82

10 OALP round-III 7 12760.71

11 OALP round-IV 7 18509.70

Total Acreage 117346.30

12 CBM PML 3 414.6




24

Status of Issuer Operated Exploration & Mining Acreages

As on 01.04.2020

STATE Pre-NELP Nomination NELP 7Yrs PMLs HELP (OALP) DSF -II

PEL

Nos.

PEL

Area

(Sq.Km)

PEL

Nos.

PEL Area

(Sq.Km)

PML

Nos.

PML Area

(Sq.Km)

PEL

Nos.

PEL

Area

(Sq.Km)

PM

L

Nos.

ML Area

(Sq.Km)

PML

Nos.

PML Area

(Sq.Km)

PEL

Nos.

PEL Area

(Sq.Km)

PML

Nos.

PML

Area

(Sq.Km)

ASSAM 1 637 0 0.00 42 1,934.17 0 0.00 0 0 4 856.5 1 44.01 0 0.00

ANDHRA PRADESH 0 0 0 0.00 35 1083.75 0 0.00 1 54.46 5 3465.48 0 0 0 0.00

GUJARAT 0 0 0 0.00 166 5,600.39 1 162.00 5 133.06 3 111.25 1 846.82 0 0.00

HIMACHAL PRADESH 0 0 1 1828.00 0 0.00 0 0.00 0 0 0 0.00 0 0.00 0 0.00

MADHYA PRADESH 0 0 0 0.00 0 0.00 1 462.00 0 0 1 1135.00 5 13260.00 0 0.00

MIZORAM 1 255 0 0.00 0 0.00 1 2660.00 0 0 0 0.00 0 0.00 0 0.00

NAGALAND 0 0 3 1590.00 1 12.00 0 0.00 0 0 0 0.00 0 0.00 0 0.00

RAJASTHAN 0 0 0 0.00 4 809.57 0 0.00 0 0 0 0.00 1 2118.80 1 73.004

TAMILNADU 0 0 0 0.00 25 660.14 2 266.80 0 0 3 2685.63 3 2594.03

0

0 0.00

Jharkhand 0 0 0 0.00 0 0.00 0 0.00 0 0 0 0.00 0 0 0.00

TRIPURA 0 0 0 0.00 16 1682.07 1 960.00 0 0 2 1363.05 0 0.00 0 0.00

WEST BENGAL 0 0 0 0.00 0 0.00 2 7941.00 0 0 0 0.00 2 5598.9 0 0.00

Total ONSHORE 1 892.00 4 3418.00 289 11782.09 8 12451.80 6 187.52 18 9616.91 13 24462.56 1 73.00

EAST COAST OFF-SW 0 0 0 0.00 10 672.13 2 1964.50 2 186.26 3 261.643 0 0.00 0 0.00

EAST COAST OFF-DW 0 0 1 283.05 2 224.00 1 1628.87 1 764 0 0 1 2491.31 0 0.00

WEST COAST OFF-SW 0 0 0 0.00 26 16732.43 5 5081.00 1 243 10 15032.55 3 6618.86 4 873.81

WEST COAST OFF-DW 0 0 2 1,405.00 0 0.00 0 0.00 0 0 0 0.00 0 0.00 0 0.00

Total OFFSHORE 0 0.00 3 1688.05 38 17628.56 8 8674.37 4 1193.26 13 15294.19 4 9110.17 4 873.81

Grand Total 1 892.00 7 5,106.05 327 29,410.65 16 21,126.17 10 1,380.78 31 24,911.10 17 33,572.73 5 946.81

Issuer has drilled 500 wells during Financial Year 2019-20. This included 106 exploratory wells (including shale),

356 development wells and 37 side tracks. 5 of the exploratory wells and 10 of the development wells were drilled in deep sea at KG Offshore.

(ii) Offshore Basins

The Issuer has offshore blocks in following basins as on March 31, 2020: (i) Mumbai Offshore Basin, (ii) Kutch-

Saurashtra Basins, (iii) Cauvery Basin, (iv) Krishna-Godavari Basin, and (v) Mahanadi Basin.

7.6.2 International Exploration and Development

For the Financial Year 2019-20, the Issuer’s total international production through ONGC Videsh was 9.755 MMT

of crude oil, and 5.226 BCM of natural gas. As of March 31, 2020, the Issuer estimates that its international 1P, 2P and 3P crude oil and natural gas reserves were 340.449 MMtoe, 586.907 MMtoe and 611.940 MMtoe,

respectively.

7.7 Non-Conventional Energy Production, Exploration and Development

The Issuer is pursuing production, drilling, extraction, and research in shale gas, coalbed methane production, underground coal gasification, clean and alternative sources of energy, gas hydrates, wind farms, and solar energy.

7.8 Improved Oil Recovery (“IOR”) and Enhanced Oil Recovery (“EOR”) Techniques

The Issuer undertakes a wide range of secondary recovery, artificial lift, IOR and EOR techniques to achieve

maximum recovery, increasing the Issuer’s oil reserves, primarily from its mature fields. As part of its reservoir

management strategy, the Issuer implements these techniques at a relatively early stage in the life of the Issuer’s

oil fields to maximise its recoveries. As of March 31, 2020, the Issuer’s total expenditure with respect to these

onshore and offshore schemes was Rs. 535,916 Million.




25

7.9 Sales and Marketing of Crude Oil and Natural Gas

For the Financial Year 2019-20, the Issuer’s non-consolidated revenues from sales of crude oil were Rs. 648,363.14 Million, and the Issuer’s non-consolidated revenues from sales of natural gas were Rs. 193,555.88

Million.

7.10 Domestic Sales and Marketing of Crude Oil and Natural Gas

The Indian Government, acting through the MoPNG, allocates the Issuer’s current domestic crude oil production

from NELP, pre-NELP and nomination blocks to Indian Government-controlled refinery companies: IOCL and

BPCL and their respective subsidiaries, as well as MRPL’s and HPCL’s (both being subsidiaries of the Issuer)

respective refineries which also consumes a portion of the Issuer’s domestic crude oil. While the MoPNG

continues to allocate domestic crude oil to these public sector undertaking refiners on an annual basis, supplies

are made in terms of the ‘Crude Oil Sales Agreements’ with these refineries. Natural gas produced by the Issuer from various fields is supplied to GAIL and other direct marketing customers in terms of various guidelines issued

by the Indian Government from time to time. Majority of the gas is supplied to GAIL and other customers based

on allocations made by MoPNG at domestic gas price notified by MoPNG on half yearly basis. However, over a

period, various policy reforms have been introduced by the Indian Government providing some marketing and

pricing freedom to producers including the Issuer based on various notifications. At present, the Issuer has

marketing and pricing freedom for (i) gas produced from small isolated fields, (ii) CBM Blocks, (iii) deep-water,

ultra deep-water, high pressure or high temperature fields, (iv) HELP (Hydrocarbon Exploration Licensing Policy)

fields, (v) fields under DSF (Discovered Small Fields) bid rounds, (vi) future discoveries in north east region of

India (notification dated August 14, 2018), and (vii) fields in respect of which the ‘Field Development Plan’ is

approved after February 28, 2019. Most of the Issuer’s crude oil and gas sales agreements are depletion-based

contracts where the Issuer forecasts quantities from time to time based on field conditions. These contracts are intended to limit commercial exposure and avoid over commitments.

7.11 Transportation of Crude Oil and Natural Gas

As of March 31, 2020, the Issuer’s domestic onshore production facilities include over 22,853 km. of pipeline

(including well flow lines) and the Issuer’s offshore platforms are connected to each other and to the Issuer’s land-

based facilities by a network of over 7,192 km of pipeline. The pipelines are meant for upstream operations of

crude oil and natural gas production.

7.13 Sales and Marketing of Value-Added Products

Sales of value-added products, including naphtha, ethane, propane, butane, LPG, superior kerosene oil, aviation turbine fuel (“ATF”) and low sulphur heavy stock also form a part of the Issuer’s revenues. The Issuer internally

consumes a portion of the high-speed diesel and ATF it produces, which reduces the costs of the Issuer’s

operations. The Issuer supplies products such as LPG and superior kerosene oil to various public sector oil

marketing companies in accordance with the applicable MoPNG guidelines. Other value added products are

supplied either directly to bulk purchasers or to public sector oil marketing companies. These products are

generally supplied at refinery transfer price. The Issuer had been a major exporter of naphtha and was awarded

the “Premier Trading House” status by the Directorate General of Foreign Trade, Ministry of Commerce, based

on the Issuer’s export performance in the past. However, major part of naphtha is presently supplied to OPaL,

which is a joint venture of the Issuer. For the Financial Year 2019-20, on non-consolidated basis, the sales of

value-added products of the Issuer aggregated to Rs. 115,095.04 million towards sales of 1.01 MMT of LPG,1.18

MMT of naphtha, 0.04 MMT of high speed diesel, 0.02 MMT of ATF, 0.05 MMT of kerosene, 1.223 MMT of ethane-propane-butane etc.

7.14 Refining Business

Refining and marketing business is primarily carried out by the Issuer through its subsidiaries, HPCL and MRPL.




26

7.15 Transportation of Value-Added Products

The Issuer through PMHBL, operates a cross-country petroleum products pipeline that allows the transportation of a variety of finished petroleum oil products, such as kerosene, diesel and MS, from the Mangalore Refinery to

Devangonthi in Bangalore, with a tap-off point at Hassan, located in the interior of the state of Karnataka. As of

March 31, 2020, this pipeline is 362.37 Km. In addition, the Issuer through HPCL, operates a petroleum product

pipeline network of 3,775 Km with mainline capacity of 32.55 MMTPA and branch line capacity of 15.57 MMTPA

as of March 31, 2020.

7.15 Technological and knowledge based capabilities

The Issuer deploys a wide array of secondary recovery, artificial lift, improved oil recovery and enhanced oil

recovery techniques and strives to achieve maximum recovery from its crude oil reserves, which derive mainly

from mature fields, particularly in India. The Issuer seeks to continually update its existing technology, as well as develop and adopt new and improved technology in the exploration, development, production, refining and other

areas of its business.

The Issuer believes that it has accumulated a large collection of raw and proprietary geological data relating to

offshore and onshore regions in India, where such knowledge and database represent a competitive advantage

over other foreign and domestic oil and gas companies that compete with the Issuer in India for exploration,

development and production acreage. In addition, the Issuer’s knowledge and experience in India enables it to

attract prospective joint venture and production-sharing partners, which further strengthens the Issuer’s ability to

pursue domestic exploration, development and production opportunities, and to obtain access to advanced

technologies and techniques through such joint ventures and production-sharing partners. The Issuer also benefits

from its skilled workforce and senior management team that has significant industry experience.

The Issuer believes that its cost structure enables it to compete effectively even in an environment of low crude

oil prices. The Issuer has installed various infrastructures, including drilling and work-over rigs, onshore and

offshore production facilities, subsea and land pipelines, gas processing and fractionation facilities, exploration

and transport vessels, storage facilities and other infrastructure located throughout the principal oil and gas-

producing regions of India.

7.16 Research and Development

The Issuer has significant research and development capabilities and focuses on developing increasingly efficient

and effective exploration, development and production methods. A list of the Issuer’s principal research and

development institutes is set forth below:

• Keshava Deva Malaviya Institute of Petroleum Exploration, Dehra Dun.

• Institute of Drilling Technology, Dehra Dun.

• Institute of Reservoir Studies, Ahmedabad.

• Institute of Oil and Gas Production Technology, Mumbai.

• Institute of Engineering and Ocean Technology, Mumbai.

• Geodata Processing and Interpretation Centre, Dehra Dun.

• Institute of Biotechnology and Geotectonic Studies, Jorhat.

• School of Maintenance Practices, Vadodara.

• Centre for Excellence in Well Logging, Vadodara.

• ONGC Energy Centre Trust, Delhi.

7.17 Training

The Issuer seeks to provide all of its employees, executives and staff with regular and periodic training and

development to help them acquire the knowledge and skills necessary for the Issuer’s activities. Training

initiatives are primarily conducted through the Issuer’s training institutes in India.




27

7.18 Employees

As of March 31, 2020, the Issuer employed 30,105 permanent employees. The Issuer’s employees are represented by 47 registered trade unions, of which the Issuer recognises 12 trade unions. All of the trade unions (including

unrecognised trade unions) are affiliated with central trade unions. The Issuer believes it enjoys good relations

with its employees. There have been no instances of labour unrest among the Issuer’s employees that have had a

material adverse effect on the Issuer’s operations.

7.19 Insurance

The Issuer maintains a range of insurance policies in relation to its business and operations that it believes is

customary for its industry, including, for example, insurance policies that cover property damage to certain

onshore properties, risks associated with the Issuer’s offshore activities, including loss of certain property and

machinery, as well as business interruption insurance. The Issuer believes that its insurance coverage is appropriate for its business risks and consistent with customary practices for similarly situated companies in its industry.

7.20 Health, Safety and Environment

The Issuer is committed to maintaining high standards of occupational health, safety and environmental

protection. Due to the nature of its operations, the Issuer conducts internal and external audits to ensure compliance

with health, safety and environmental protection norms, and to maintain effective waste management practices.

Established external national and international health, safety and environment agencies also routinely conduct

audits of the Issuer’s offshore and onshore installations.

7.21 Intellectual Property

The Issuer relies on a combination of trademark, patents, copyrights and contractual provisions to protect its

intellectual property, including its brand identity. The Issuer have registered trademarks in India. The Issuer

currently has filed a total 119 patents, out of which 46 patents have been granted on various techniques. The

remaining 73 filed patents are under consideration at the intellectual property office of Indian Government. As of

the date of the Draft Disclosure Document, the Issuer has also filed 36 copyrights application of which 34 filed

copyrights have been registered and the remaining 2 filed copyrights are under consideration at the copyright

office of the Indian Government.

7.22 Properties

In addition to its crude oil and natural gas assets, the Issuer owns its corporate office and leases its registered office. The Issuer’s subsidiaries currently own or lease a variety of properties, primarily for office space,

throughout India. The Issuer believes its properties are sufficient for it to conduct its business in its present form.





28

SECTION VIII

OUR MANAGEMENT

8.1 DETAILS OF THE BOARD

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

Name, Designation, Term,

Occupation, DIN, Age and

Nationality

Residential Address Date of

Appointment or

Reappointment

Other Directorships

Shri Shashi Shanker

Designation: Chairman and Managing Director Term: Up to superannuation (i.e.

March 31, 2021)

Occupation: Service

DIN: 06447938 Age: 59 years Nationality: Indian

D1-71, ONGC Flats, Bandra Reclamation Bandra West,

Mumbai - 400050

December 1, 2012

(Date of initial Appointment) Elevated as Chairman & Managing Director w.e.f. October 1,

2017

• ONGC Videsh Limited

• Mangalore Refinery and Petrochemicals Limited

• Mangalore SEZ Limited

• ONGC Tripura Power Company Limited

• ONGC Petro-additions Limited

• ONGC Mangalore Petrochemicals Limited

• Petronet LNG Limited

Shri Subhash Kumar

Designation: Director (Finance) Term: Up to superannuation (i.e.

December 31, 2021)

Occupation: Service DIN: 07905656 Age: 58 years Nationality: Indian

F-104, Pawittra Apartments, Vasundhra Enclave Delhi - 110096

January 31, 2018 • Mangalore Refinery and Petrochemicals Limited

• Hindustan Petroleum Corporation Limited

• Petronet MHB Limited

• ONGC Tripura Power Company


• Mangalore SEZ Limited

Shri Rajesh Shyamsunder

Kakkar

Designation: Director (Offshore) Term: Up to superannuation (i.e.

April 30, 2021)


Flat No C- 1/13, ONGC Colony, Bandra Reclamation, Bandra (West) Mumbai - 400050

February 19, 2018



• Pawan Hans Limited

Dr. Alka Mittal

Designation: Director (HR)

Term: Up to superannuation (i.e.

August 31, 2022)


E-927, GF, Saraswati Vihar, Pitampura, North West, New Delhi - 110034

November 27, 2018


Shri Rajesh Kumar Srivastava

Designation: Director (Exploration)

H. No. 278, Lane No. 9, Mohit Nagar, Dehradun - 248006

August 2, 2019 • ONGC Teri Biotech Limited




29



Nationality


Appointment or

Reappointment

Other Directorships


December 31, 2022)


Shri Om Prakash Singh

Designation: Director (Technology & Field Services)


December 31, 2024)


A-604, Lotus Hiranandani Gardens Powai, Mumbai - 400076

April 1,2020 • ONGC Tripura Power Company Limited

Shri Anurag Sharma

Designation: Director (Onshore) Term: Up to superannuation (i.e.

February 28, 2023)

Occupation: Service


C-103, Ramaprastha Colony, Ghaziabad Uttar Pradesh -201011

June 1, 2020 • ONGC Mangalore Petrochemical Limited

Shri Amar Nath

Designation: Indian Government Nominee Director Term: 3 years (i.e. June 27, 2022)

Occupation: Indian Administrative Service DIN: 05130108 Age: 53 years

Nationality: Indian

45/8, Rajur Road, Civil Lines, New Delhi - 110054

June 28, 2016, re-appointed on

June 28, 2019

• OIL India Limited

Shri Rajesh Madanlal Aggarwal

Designation: Indian Government Nominee Director Term: 3 years (i.e. March, 23 2023)

Occupation: Indian Administrative

Service DIN: 03566931 Age: 53 years Nationality: Indian

D-7, Tower 9, New Moti Bagh, Chanakya Puri, Delhi - 110021

March 24, 2020 • Bharat Petroleum Corporation Limited

• Indian Strategic Petroleum Reserves Limited

Smt. Ganga Murthy

Designation: Independent Director

Term: 3 Years (i.e. September 22,

2020)

Occupation: Retired from Indian Economic Services DIN: 07943103

Age: 66 years Nationality: Indian

Sector-10, Dwarka Sec-6 South West Delhi, New Delhi 110075

September 23, 2019

• Not Applicable

Shri Amitava Bhattacharyya

Designation: Independent Director

House No.J-1972 Chittranjan Park Delhi 110019

July 19, 2019 • Not Applicable




30



Nationality


Appointment or

Reappointment

Other Directorships

Term: 3 Years (i.e. July 18, 2022)

Occupation: Retd. IAS


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

Details for Financial Year 2017-18

Shri Shashi Shanker

06447938

Chairman and Managing Director

October 1, 2017 - Elevated as Chairman Managing

Director (Prior to that Director Technology and Field Services

from December 1, 2012)

Shri D D Misra 06926783 Director (HR) August 1, 2014 - -

Shri A K Dwivedi 07048874 Director (Exploration)

March 16, 2015 - -

Shri Subhash Kumar

07905656

Director (Finance) January 31, 2018 - Appointed

Shri Rajesh Kakkar

08029135

Director (Offshore) February 19, 2018

- Appointed

Shri D K Sarraf 00147870 Chairman and Managing Director

February 27, 2014

September 30, 2017

Ceased to be CMD due to

superannuation

Shri A K Srinivasan

07168305 Director (Finance) September 23, 2015

October 31, 2017

Ceased to be Director due to superannuation

Shri T K Sengupta 06802877 Director (Offshore) February 1, 2014 December 31,

2017

Ceased to be

Director due to superannuation

Shri V P Mahawar 07208090 Director (Onshore) August 1, 2015 February 28, 2018

Ceased to be Director due to superannuation

Shri Amar Nath 05130108 Additional Secretary, Government Director

June 28, 2016 - -

Shri Rajiv Bansal 00245460 Additional Secretary, Government Director

August 10, 2017 - Appointed as Director

Shri A. P. Sawhney

03359323 Additional Secretary, Government Director

January 2, 2016 June 23, 2017 Withdrawal of nomination by Government of

India

Shri Ajai Malhotra 07361375 Independent Directors

November 20, 2015

- -

Prof. Shireesh B. Kedare

01565171 Independent Directors

November 20, 2015

- -

Shri K. M. Padmana-bhan

00254109

Independent Directors

November 20, 2015

- -

Shri Deepak Sethi 07729009 Independent Director January 31, 2017 - -




31


Appointment

Date of

Completion of

tenure

Reason

Shri Vivek Mallya 05311763 Independent Director January 31, 2017 - -

Shri Sumit Bose 03340616 Independent Director January 31, 2017 - -

Dr. Santrupt B. Misra

00013625 Independent Director February 6, 2017 - -

Smt. Ganga Murthy

07943103 Independent Director September 23, 2017

- Appointed

Dr. Sambit Patra 03029242 Independent Director October 28, 2017 - Appointed


Shri Shashi Shanker

06447938

CMD October 1, 2017 - -

Shri A K Dwivedi 07048874 Director (Exploration)

March 16, 2015 - -

Shri Subhash

Kumar

07905656 Director (Finance) January 31, 2018 - -

Shri Rajesh Kakkar

08029135 Director (Offshore) February 19, 2018

- -

Shri S. K. Moitra, 08065998 Director (Onshore) April 18, 2018 - Appointed

Shri N. C. Pandey 08252350 Director (T&FS) October 29, 2018 - Appointed

Dr. Alka Mittal 07272207 Director (HR) November 27,

2018

- Appointed

Shri D D Misra 06926783 Director (HR) August 1, 2014 June 30, 2018 Ceased to be Director due to superannuation

Shri Rajiv Bansal 00245460 Additional Secretary, Government Director

August 10, 2017 - -

Shri Amar Nath 05130108 Additional Secretary, Government Director

June 28, 2016 - -

Shri Ajai Malhotra 07361375 Independent Director November 20, 2015

- -

Prof. Shireesh B.

Kedare

01565171 Independent Director November 20,

2015

- -

Shri K. M. Padmanabhan

00254109

Independent Director November 20, 2015

- -

Shri Deepak Sethi 07729009 Independent Director January 31, 2017 - -

Shri Vivek Mallya 05311763 Independent Director January 31, 2017 - -

Shri Sumit Bose 03340616 Independent Director January 31, 2017 - -


00013625 Independent Director February 6, 2017 - -

Smt. Ganga Murthy

07943103 Independent Director September 23, 2017

- -

Dr. Sambit Patra 03029242 Independent Director October 28, 2017 March 23, 2019 Resigned due to

personal reasons.


Shri Shashi Shanker

06447938

CMD October 1, 2017 - -

Shri A K Dwivedi

07048874 Director (Exploration)

March 16, 2015 August 1, 2019 Ceased to be Director due to

superannuation

Shri Subhash Kumar

07905656 Director (Finance) January 31, 2018 - -

Shri Rajesh Kakkar

08029135 Director (Offshore) February 19, 2018

- -




32


Appointment

Date of

Completion of

tenure

Reason

Shri S. K. Moitra

08065998 Director (Onshore) April 18, 2018 - Ceased to be Director due to

superannuation

Shri N. C. Pandey

08252350 Director (T&FS) October 29, 2018 March 31, 2020 Ceased to be Director due to superannuation

Dr. Alka Mittal 07272207 Director (HR) November 27, 2018

- -

Shri Rajiv Bansal


August 10, 2017 February 18, 2020

Withdrawal of nomination by Government of

India

Shri Amar Nath

05130108 Additional Secretary(E), Government Director

June 28, 2016 - -

Shri Ajai Malhotra 07361375 Independent Director November 20, 2015

November 19, 2019

Ceased due to completion of

tenure

Prof. Shireesh B. Kedare

01565171 Independent Director November 20, 2015

November 19, 2019

Ceased due to completion of

tenure

Shri K. M.

Padmanabhan

00254109

Independent Director November 20,

2015

November 19,

2019

Ceased due to

completion of tenure

Shri Deepak Sethi 07729009 Independent Director January 31, 2017 January 30, 2020 Ceased due to completion of

tenure

Shri Vivek Mallya 05311763 Independent Director January 31, 2017 January 30, 2020 Ceased due to completion of

tenure

Shri Sumit Bose 03340616 Independent Director January 31, 2017 January 30, 2020 Ceased due to completion of

tenure


00013625 Independent Director February 6, 2017 February 5, 2020 Ceased due to completion of

tenure

Smt. Ganga Murthy 07943103 Independent Director September 23, 2017

- -

Shri Amitava Bhattacharya

08512212 Independent Director July 19, 2019 - Appointed

Shri Rajesh Madanlal Aggarwal


March 24, 2020 - Appointed


Shri S. K. Moitra

08065998 Director (Onshore) April 18, 2018 May 31, 2020 Ceased to be Director due to superannuation

Shri Om Prakash Singh

08704968 Director (T&FS) April 1, 2020 - Appointed

Shri Anurag Sharma

08050719

Director (Onshore) June 1, 2020 - Appointed





33

9.1 ANY FINANCIAL OR OTHER MATERIAL INTEREST OF THE DIRECTORS, PROMOTERS

OR KEY MANAGERIAL PERSONNEL IN THE ISSUE PROPOSED AND THE EFFECT OF

SUCH INTEREST IN SO FAR AS IT IS DIFFERENT FROM THE INTERESTS OF OTHER

PERSONS

The Promoter, Directors or Key Managerial Personnel of the Issuer do not have any financial or other material

interest in the Issue of Debentures and there shall be no effect which is different from the interests of other

persons.

9.2 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 DRAFT DISCLOSURE

DOCUMENT AND ANY DIRECTION ISSUED BY SUCH MINISTRY OR DEPARTMENT OR

STATUTORY AUTHORITY UPON CONCLUSION OF SUCH LITIGATION OR LEGAL

ACTION

Since the GoI is the Promoter of the Issuer, it is not possible to give details of litigations, legal actions or

directions pending or taken by any Ministry or Department of the GoI or a statutory authority against the

Promoter of the Issuer during the last 3 (three) years.

9.3 REMUNERATION OF DIRECTORS

9.3.1 The details of the remuneration paid to be Directors are set forth below:

(i) The following table sets forth the details of remuneration paid to the Directors during the period between April 1, 2020 to June 30, 2020:

(Rs. in Million) S.

N.

Name Designation Salary

including

DA

Other

Benefits and

perks

Leave

Encashm

ent/

gratuity

on

retiremen

t

Performance

incentive

Provision/Paym

ent

Contribution

of PF

Provision for

Leave, Gratuity

and Post

Retirement

Benefits

Grand

1

Shri Shashi

Shanker

Chairman

and MD

1.10

0.21

-

0.19

0.24

0.15

1.88

2

Shri Sanjay

Kumar Moitra

Director

(Onshore)

0.65

0.62

3.69

0.17

0.14

0.13

5.41

3

Shri Rajesh

Kakkar

Director

(Offshore)

1.05

0.21

-

0.18

0.22

0.16

1.82

4 Shri O P Singh

Director

(T&FS)

1.01

0.05

-

0.17

0.22

0.03

1.49

5

Shri Rajesh

Kumar Srivastava

Director

(EXPL)

1.03

0.25

-

0.18

0.22

0.07

1.75

6

Shri Anurag

Sharma

Director

(Onshore)

0.76

0.00

-

(0.03)

0.16

0.08

0.97

7 Dr. Alka Mittal

Director

(HR)

1.14

0.04

0.17

0.21

0.11

1.68

8

Shri Subhash

Kumar

Director

(Finance)

1.02

0.05

-

0.15

0.19

0.04

1.45

(ii) The following table sets forth the details of remuneration paid to the Directors during Financial

Year 2019-20:

(Rs. in Million) S.N

.


includin

g DA

Other

Benefit

s and

perks

Leave

Encashmen

t/

gratuity on

retirement

Performance

incentive

Provision/Payme

nt

Contributio

n of PF

Provision

for Leave,

Gratuity

and Post

Retiremen

t Benefits

Gran

d

SECTION IX

REGULATORY DISCLOSURES




34

1 Shri Shashi Shanker Chairman and MD 4.20 1.24 0.00 1.65 0.89 0.58 8.57

2 Shri Ajay Kumar Dwivedi

Director

(Exploration) 1.16 2.01 3.13 0.46 0.29 0.17 7.21

3 Shri Sanjay Kumar Moitra Director (Onshore) 3.72 1.41 0.00 1.26 0.82 0.52 7.73

4 Shri Rajesh Kakkar Director (Offshore) 3.92 1.35 0.00 1.28 0.83 0.63 8.02

5 Shri Navin Chandra Pandey Director (T&FS) 3.88 1.70 0.00 1.30 0.85 0.66 8.40

6 Dr. Alka Mittal Director (HR) 4.76 0.29 0.00 1.23 0.87 0.45 7.60

7

Shri Rajesh Kumar

Srivastava Director (EXPL) 2.69 0.82 0.00 1.11 0.58 0.29 5.49

8 Shri Subhash Kumar Director (Finance) 3.86 0.40 0.00 1.09 0.71 0.17 6.24

Total 28.20 9.24 3.13 9.38 5.83 3.47 59.25

(iii) The following table sets forth the details of remuneration paid to the Directors during Financial

Year 2018-19

(Rs. in Million) S.N

.


includin

g DA

Other

Benefit

s and

Perks

Leave

Encashment/gratui

ty on retirement

Performanc

e incentive

Provision/

Payment

Contributio

n of PF

Provision

for Leave,

Gratuity

and Post

Retiremen

t Benefits

Gran

d

1 Shri Shashi Shanker Chairman and MD 3.72 1.66 0.00 3.22 0.81 0.71 10.11

2

Shri Ajay Kumar

Dwivedi

Director

(Exploration) 3.71 1.69 0.00 2.66 0.80 0.57 9.43

3

Shri Sanjay Kumar

Moitra Director (Onshore) 3.51 1.31 0.00 2.52 0.76 0.64 8.73

4 Shri Rajesh Kakkar Director (Offshore) 3.39 1.41 0.00 2.41 0.72 0.81 8.74

5

Shri Navin Chandra

Pandey Director (T&FS) 3.50 1.20 0.00 1.04 0.76 0.75 7.25

6 Dr. Alka Mittal Director (HR) 4.12 0.31 0.00 0.81 0.74 0.50 6.48

7 Shri Desh Deepak Misra Director (HR) 0.63 0.49 4.14 0.61 0.18 0.59 6.64

8 Shri Subhash Kumar Director (Finance) 3.58 0.33 0.00 2.12 0.70 0.12 6.86

Total 26.16 8.40 4.14 15.39 5.47 4.68 64.25

(iv) The following table sets forth the details of remuneration paid to the Directors during Financial

Year 2017-18: (Rs. in Million)

S.N

.


includin

g DA

Other

Benefit

s and

Perks

Leave

Encashment/gratui

ty on retirement

Performance

incentive

Provision/Payme

nt

Contributio

n of PF

Provision

for Leave,

Gratuity

and Post

Retiremen

t Benefits

Gran

d

1 Shri Shashi Shankar

Chairman and

MD 3.88 1.35 0.66 1.25 0.77 2.85 10.74

2 Shri D. K Sarraf

Chairman and

MD 2.29 0.83 6.05 1.52 0.44 1.51 12.64

3 Shri A K Srinivasan

Director

(Finance) 2.30 0.79 6.15 1.38 0.44 1.53 12.60

4 Shri Subash Kumar

Director

(Finance) 0.59 0.03 0.00 0.00 0.05 0.38 1.05

5 Shri T. K. Sengupta

Director

(Offshore) 2.87 0.91 0.57 0.99 0.56 1.96 7.86

6 Shri Rajesh Kakkar

Director

(Offshore) 0.31 0.23 0.00 0.00 0.06 0.89 1.50

7

Shri Ved Prakash

Mahavar

Director

(Onshore) 3.53 1.01 0.00 1.00 0.70 2.44 8.68

8 Shri Desh Deepak Misra Director (HR) 3.62 1.38 0.00 0.95 0.72 3.08 9.74

9

Shri Ajay Kumar

Dwivedi Director (EXLN) 3.87 1.28 0.67 1.01 0.77 2.55 10.15

Total 23.26 7.80 14.10 8.10 4.50 17.19 74.95

9.3.2 Sitting fees paid to Directors

(i) No Sitting fees paid until June 30, 2020 for the Financial Year 2020-21.




35

(ii) The following table sets forth the details of sitting fees paid to Independent Directors (net of GST)

during Financial Year 2019-20:

Name of Independent Director Sitting fees ( Rs. in Million)

Smt. Ganga Murthy 1.01

Shri Amitava Bhattacharyya (with effect from July 19, 2019) 0.52

Shri Ajai Malhotra (upto November 19, 2019) 0.43

Prof. Shireesh B. Kedare (upto November 19, 2019) 0.36

Shri K. M. Padmanabhan (upto November 19, 2019) 0.62

Shri Deepak Sethi (upto January 30, 2020) 0.60

Shri Vivek Mallya (upto January 30, 2020) 0.68

Shri Sumit Bose (upto January 30, 2020) 0.47

Dr. Santrupt B. Misra (upto February 5, 2020) 0.55

Total 5.24

(iii) The following table sets forth the details of sitting fees paid to Independent Directors (net of GST)


Name of Independent Director Sitting fees (Rs. in Million)

Shri Ajai Malhotra 1.24

Prof. Shireesh B. Kedare 0.90

Shri K. M. Padmanabhan 0.91

Shri Deepak Sethi 0.79

Shri Vivek Mallya 1.08

Shri Sumit Bose 0.99

Dr. Santrupt B. Misra 0.62

Smt. Ganga Murthy 0.87

Dr. Sambit Patra (Upto March 23,2019) 0.61

Total 8.01

(iv) The following table sets forth the details of sitting fees paid to Independent Directors (net of GST)


Name of Independent Director Sitting fees (Rs. in Million)

Shri Ajai Malhotra 1.78

Prof. Shireesh B. Kedare 1.44

Shri K. M. Padmanabhan 1.69

Shri Deepak Sethi 1.61

Shri Vivek Mallya 1.86

Shri Sumit Bose 1.46

Dr. Santrupt B. Misra 0.67

Smt. Ganga Murthy (from September 23,2017) 0.65

Dr. Sambit Patra (from October 28,. 2017) 0.35

Total 11.51

9.4 RELATED PARTY TRANSACTIONS

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

circulation of the Draft Disclosure Document including with regard to loans made or guarantees given or

securities provided:




36

9.4.1 Transactions with Subsidiaries

(Rs. in Million)

Name of related party Nature of transaction Year

ended

March

31, 2020

Year

ended

March

31, 2019

Year

ended

March

31, 2018

(i) Sale of products to:

a) Mangalore Refinery and

Petrochemicals Limited Sale of crude oil 41,620.33 53,977.85

48,868.9

9

b) Hindustan Petroleum

Corporation

Limited

Sale of crude oil & value added products 148,082.2

9

173,138.2

7

37,506.4

6

(ii) Purchase of product from:


Petrochemicals Limited

Purchase of petroleum oil and lubricants/high speed

diesel 5,646.78 8,658.67

8.453.89

b) Hindustan Petroleum

Corporation

Limited

Purchase of petroleum oil and lubricants/high speed

diesel 4,423.97 5,419.96

916.39

(iii) Services provided to:



Leasing of office including maintenance at

Mumbai/Delhi 53.06 103.17 13.30

Tanker/Vehicle hiring charges - 0.09 -

Guarantee fee 29.02 12.52 10.43

Manpower deputation 1.76 6.33 7.97

b) ONGC Mangalore

Petrochemicals Limited Manpower deputation/director candidature

- 0.30 -

c) ONGC Videsh Limited

Expenses incurred on behalf of OVL 281.66 495.70 375.81

Guarantee fee 294.16 325.91 401.42

Platts Subscription charges 28.26 12.41 -

d) Hindustan Petroleum

Corporation Limited

Rent for Office 0.06 0.01 0.01

For Conferences & Seminars 5.67 8.11 -

Helicopter service - 3.21 -

(iv) Loan Given

a) ONGC Videsh Limited

Inter-corporate Loan given - 1,860.00 5,780.00

Repayment of Loan - 1,860.00 5,780.00

b) Mangalore Refinery and

Petrochemicals Limited Repayment of Loan - 18,856.90 6,857.20

(v) Investments

a) ONGC Mangalore

Petrochemicals Limited Investment in equity shares 2,449.90 1,469.94

b) Petronet MHB Limited Investment in equity shares 1,853.78 -

(vi) Dividend and interest income from:


Petrochemicals Limited Dividend income 1,255.35 3,766.06 7,532.12


Petrochemicals Limited Interest income - 549.12 1,657.81

c) ONGC Videsh Limited Dividend income 5,100.00 3,000.00 2,100.00

d) ONGC Videsh Limited Interest income - 3.58 3.98

e) Hindustan Petroleum

Corporation

Limited

Dividend income 7,321.15 7,009.61 11,293.2

6

f) Petronet MHB Dividend income 161.56

(vii) Non cash transaction (Ind AS fair valuations):


Interest Income 35.94

Guarantee fee in respect of financial guarantee 411.48 476.56 321.60


Petrochemicals Limited Guarantee fee in respect of financial guarantee - 3.78 7.88

(viii

) Corporate Financial guarantee issued:

a) ONGC Videsh Limited Financial guarantee against term loan

113,755.1

2 -

52,684.8

5

(ix) Commitments given:

a) ONGC Mangalore


Backstopping support for compulsory convertible

debentures 4,900.00 -




37

9.4.2 Outstanding balances with Subsidiaries

(Rs.in Million)

Name of related party Nature of

transaction

Year ended

March 31, 2020

Year ended

March 31, 2019

Year ended

March 31, 2018

A

. Loans (Unsecured): -

a) Mangalore Refinery and Petrochemicals Limited Loans - - 18,856.9

B

. Amount receivable:

a) Mangalore Refinery and Petrochemicals Limited Trade and other

receivables 1,719.78 4,167.68 8,332.80

b) ONGC Videsh Limited Other

receivables 107.36 529.00 198.11

c) Hindustan Petroleum Corporation Limited Trade and other

receivables 6,373.29 12,398.80 16,526.62

C

. Amount payable:

a) Mangalore Refinery and Petrochemicals Limited Trade payables 670.15 - 985.56

b) Hindustan Petroleum Corporation Limited Trade payables 74.75 720.83 417.37

b) ONGC Videsh Limited Other payable 152.24

D

. Corporate Financial guarantee issued on behalf of subsidiaries:


Value of

financial

guarantee

4,37,099.00 4,28,980.57 4,36,897.86

b) Mangalore Refinery and Petrochemicals

Limited

Value of

financial

guarantee

10,838.12 9,146.48 5,059.00

E

. Outstanding value of commitment made:

a) ONGC Videsh Limited Performance

guarantee 9,299.14 8,526.67

4,972.87

b) ONGC Mangalore Petrochemicals Limited Backstopping

support for

compulsory

convertible

debentures

4,900.00 -

-

9.4.3 Transactions with Joint Ventures

(Rs.in Million)

Name of related party Nature of transaction Year ended

March 31, 2020

Year ended

March 31, 2019

Year ended

March 31, 2018

(i) Sale of products to:

a) ONGC Tripura Power Company

Limited Sale of natural gas 5,450.94 6,481.80 5,486.38

b) ONGC Petro additions Limited

Sale of naphtha &

C2-C3 52,730.53 52,459.88 36,599.87

Transfer of Naptha

Pipline 1,154.40 -

(ii) Services received from:

a) ONGC Teri Biotech Limited Bio-remediation

services 298.69 192.68 127.60

b) Dahej SEZ Limited

Lease rent /ROU

charges for SEZ land

for C2-C3 plant

13.99 12.78 13.67

c) ONGC Tripura Power Company

Limited Training - 0.17

d) ONGC Petro additions Limited

Reimbursement of

expenses incurred by

OPaL

- 16.15

(iii) Services provided to:

a) ONGC Petro additions Limited

Manpower

deputation, loading

and other charges

10.18 19.05 202.12

ROU Charges for

pipeline received 0.22 1.36 -




38

b) ONGC Teri Biotech Limited

Field study charges

and rent for colony

accommodation

0.67 0.42 0.19

c) ONGC Tripura Power Company

Limited

Management

consultancy and

interest charges

- - 0.12

Manpower

deputation/director

candidature

0.10

d) Manglore SEZ Other reimbursement 0.09

d) Indradhanush Gas Grid Limited Manpower

deputation 22.03 0.77 -

(iv) Subscription to equity shares

a) Indradhanush Gas Grid Limited Subscription to

Equity 70.00 50.00

(v) Subscription of share warrants

a) ONGC Petro additions Limited Subscription of share

warrants - 6,201.00

(vii) Dividend Income from:

a) ONGC Tripura Power Company

Limited Dividend income 504.00 672.00

700.00

b) Dahej SEZ Limited Dividend income - 80.59

(vi) Commitments given:


backstopping support

for compulsory

convertible

debentures

21,630.00

backstopping support

for compulsory

convertible

debentures - Interest

accrued

6,526.65 447.54 1,058.13

(vii) Letter of Comfort:


Letter of Comfort

against term Loan - 65,000.00

-

Letter of Comfort

against Non -

Convertible

Debentures

21,800.00 8,200.00

-

9.4.4 Outstanding balances with Joint Ventures

(Rs.in Million)


March 31, 2020

Year ended

March 31, 2019

Year ended

March 31, 2018

A. Amount receivable:

a) ONGC Petro additions Limited Trade and other

receivables 1,764.11 2,225.99 7,412.62

Transfer of Naptha

Pipline 1,362.19 -

b) ONGC Tripura Power Company

Limited

Trade and other

receivables 208.72 348.09 258.98

c) ONGC Teri Biotech Limited Trade and other

receivables 0.07 0.01 0.01

d) Indradhanush Gas Grid Limited Trade and other

receivables 8.61 0.83

-

B. Amount payable:

a) ONGC Teri Biotech Limited Trade payables 30.43 70.88 39.61

b) ONGC Petro additions Limited Trade payables - 16.15

c) Dahej SEZ Limited Trade payables - 11.30

d) ONGC Tripura Power Company

Limited

Trade payables and

other payables - 0.14

C. Advance outstanding:

a) ONGC Petro addition Limited

Advance against

equity/share warrant

pending allotment

24,940.50 24,940.50 18,739.50

D. Commitments:

a) ONGC Petro addition Limited Unpaid subscription

of share warrants 639.50 639.50 480.50




39

Backstopping support

for compulsory

convertible

debentures

77,780.00 77,780.00 77,780.00

Backstopping support

for compulsory

convertible

debentures - Interest

accrued

11,644.38 5,117.73 4,670.19

E. Letter of Comfort:

a) ONGC Petro addition Limited Letter of Comfort

against term loan 65,000.00 65,000.00

Letter of Comfort

against Non -

Convertible

Debentures

30,000.00 8,200.00

9.4.5 Transactions with Associates (Rs.in Million)

Name of related party Nature of transaction Year ended March

31, 2020

Year ended March

31, 2019

Year ended

March 31, 2018

A. Services received from:

a) Pawan Hans Limited (PHL) Hiring of helicopter

services 1,236.59 1,217.86 1,462.27

b) Petronet LNG Limited

Purchase of LNG 11,096.15 8,816.95 2,025.47

Facilities charges at

C2-C3 and

reimbursement of

consultant fee

881.36 679.08

210.69

B. Services provided to:

a) Pawan Hans Limited (PHL)

Miscellaneous

receipt on account of

liquidated damages

250.36 180.69

0.45

b) Petronet LNG Limited Director sitting fee

and other charges - 0.12

0.26

C. Income received from:

a) Pawan Hans Limited (PHL) Dividend income - 30.20 181.24

b) Petronet LNG Limited Dividend Income 1,875.00 1,875.00 468.75

D. Investments:

a) Rohini Heliport Limited Investment in Equity

shares

0.05 -

b) Pawan Hans Limited (PHL) Investment in Equity

shares

1,528.16

9.4.6 Outstanding balances with Associates

(Rs.in Million)


March 31, 2020

Year ended

March 31, 2019

Year ended

March 31, 2018

A. Amount payable:

a) Pawan Hans Limited (PHL) Trade payables 121.40 166.20 202.15

b) Petronet LNG Limited Trade payables 359.77 493.31 464.84

9.4.7 Transactions with Trusts

(Rs.in Million)

Name of related party Nature of transaction Year ended March

31, 2020

Year ended

March 31, 2019

Year ended

March 31, 2018

A. Remittance of payment:

a) ONGC Contributory Provident Fund Trust Contribution 13,140.72 12,666.43 12,158.32

b) ONGC CSSS Trust Contribution 1,116.65 1,174.24 1,217.78

c) ONGC Sahyog Trust Contribution 24.86 27.32 28.07

d) ONGC PRBS Trust Contribution 11,413.57 11,095.97 11,066.09

e) ONGC Gratuity Trust Contribution - 286.80 8,822.28

B. Reimbursement of Gratuity payment made on behalf of trust:

a) ONGC Gratuity Fund Reimbursement 6,530.71 4,676.48 3,651.09

C. Contribution to trust

a) ONGC Energy Center

For research and

development 125.00 190.00 300.00

b) ONGC Foundation Contribution 1,161.21 1,075.21 1,563.61




40

9.5 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 THE

DRAFT DISCLOSURE DOCUMENT AGAINST THE ISSUER AND ITS SUBSIDIARIES

There has been no inquiry, inspection or investigation initiated or conducted against the Issuer and its

subsidiaries under the Companies Act or any previous company law in the last 3 (three) years

immediately preceding the year of circulation of the Draft Disclosure Document. Further there was no

prosecution filed, fines imposed, compounding of offences against the Issuer in the last 3 (three) years immediately preceding the year of circulation of the Draft Disclosure Document.

9.6 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 the Draft Disclosure Document.

9.7 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 the Draft Disclosure Document 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

9.8 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 Promoters, 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.




41

9.9 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

9.10 ADDITIONAL DISCLOSURES PURSUANT TO FORM PAS-4

9.10.1 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.

9.10.2 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.

9.10.3 RELEVANT DATE WITH REFERENCE TO WHICH THE PRICE HAS BEEN

ARRIVED AT

Not applicable.

9.10.4 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.

9.10.5 DETAILS OF DEFAULT, IF ANY, INCLUDING THEREIN THE AMOUNT

INVOLVED, DURATION OF DEFAULT AND PRESENT STATUS, IN REPAYMENT

OF: (I) STATUTORY DUES; (II) DEBENTURES AND INTEREST THEREON; (III)

DEPOSITS AND INTEREST THEREON; (IV) LOAN FROM ANY BANK OR

FINANCIAL INSTITUTION AND INTEREST THEREON.

The Issuer is regular in payment of statutory dues. Considering the ultra-low oil prices

prevailing globally, the Issuer has made a representation to the Government seeking OID Cess rates to be linked to crude oil price levels and understands that the same has been taken up by

the MoPNG with the Ministry of Finance. Expecting relief, the Issuer has not deposited the OID

Cess from April 2020 onwards. Amount for the first quarter of Financial 2020-21 worked out

to Rs. 1,150 Crore in accordance with the existing rates. The Issuer intends to deposit the

applicable OID Cess amount, if any, depending on the decision from the Government.

Other than as set out above, 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,

or on payment or repayment of debentures or the interest thereon, deposits or the interest thereon

or loans from any bank or financial institution or the interest thereon.




42

9.10.6 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 as on the date of this Disclosure Document.

9.10.7 PURPOSES AND OBJECTS OF THE OFFER

The funds raised through the Issue of Debentures shall be utilized for the purpose of capital

expenditure or working capital requirement or refinancing of existing loans or other general

corporate purposes.

9.10.8 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 Draft Disclosure Document there is no significant and material order

passed by the regulator or court or tribunal which is impacting the going concern status of the

Issuer. However, the Issuer is currently involved in and in the future may be involved in

litigation, arbitration and regulatory proceedings before various courts, tribunals, authorities and

appellate bodies in India. The Issuer is not able to provide assurance that such legal proceedings

will be decided in its favor. Any adverse decision may have an impact on the Issuer’s business,

including its financial condition, the implementation of its current or future projects and its

results of operations.

9.10.9 PRINCIPAL TERMS OF ASSETS CHARGED AS SECURITY

Not Applicable. The Issue is unsecured.

9.10.10 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 Promoters or Directors either as part of the Issue

or separately in furtherance of such objects.

9.10.11 THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR

CONSIDERATION OTHER THAN CASH TOGETHER WITH VALUATION

REPORT OF THE REGISTERED VALUER

Not applicable.





43

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 fulfil 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 Draft Disclosure Document, 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 Draft Disclosure Document, as well as the other financial and statistical

information contained in the Draft Disclosure Document. 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, principal 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 Draft Disclosure

Document, 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 we currently face. Additional risks and

uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our

business, prospects, results of operations and financial condition.

RISK RELATING TO THE ISSUER’S BUSINESS

1. Fluctuations in crude oil prices may adversely affect the Issuer’s revenues and profits and a substantial or

extended decline in international prices for crude oil would have a material adverse effect on the Issuer’s

business, financial condition and results of operations.

Movements in the price of crude oil significantly affect the Issuer’s results of operations in both upstream

and downstream activities. Declines in crude oil prices, substantial or extended, may affect the Issuer, including its liquidity, ability to finance planned capital expenditure, economic viability of projects planned

or in development, impairment of higher cost reserves and other assets which affect the financial condition.

Rapid material and/or sustained changes in oil, gas and refined product prices can impact and periods of

global recession, can affect product demand and prices.

Issuer’s prices received for sales of crude oil are generally linked to international prices of the Benchmark

Crude. Crude oil, natural gas and value added product prices are also subject to external factors over which

the Issuer has no control, including product demand connected with global economic or political conditions,

industry inventory levels, production quotas imposed by the Organisation of Petroleum Exporting Countries

and other major oil producing countries, exchange rate fluctuations, weather-related damage and disruptions,

competing fuel prices, and regional supply interruptions or fears thereof that may be caused by military conflicts, civil unrest or political uncertainty. Fuel prices have historically been subject to high volatility.

Since crude oil is the largest cost component of refined products, one of the key economic risks of companies

in the refinery business pertains to refining margins. The Issuer’s refining margins are primarily determined

by the difference between the cost of crude oil and the prices of petroleum products produced by it. Refining

margins are also affected by the global and regional supply-and-demand balance for refined products and by

changes in the price of crude oil used for refinery feedstock. Consequently, the Issuer’s refining business is




44

also susceptible to fluctuations in crude oil prices. The movements in crude oil prices are also accompanied

by movements in product-crude cracks which consequently impact the margins. The Issuer has historically

sourced a substantial portion of its crude oil feedstock for its refining operations from the Middle East, including Iran. Consequently, the Issuer’s refining business may be particularly susceptible to regional supply

interruptions, or fears thereof, that may be caused by military conflicts, civil unrest or political uncertainty in

the region. In addition, during periods of sharply increasing crude oil prices, refining margins may be

adversely affected and the Issuer may in turn suffer losses in its refining operations.

Any such fluctuations in crude oil prices may adversely affect the Issuer’s results of operations, and a

substantial or extended decline in international prices for crude oil may have a material adverse effect on the

Issuer’s business, results of operations and financial condition.

2. The requirement that the Issuer shares in the under-recovery of Indian oil marketing companies as a result

of Indian Government subsidies on superior kerosine oil and LPG may adversely affect the Issuer’s results

of operations.

The Government has from time-to-time controlled inflation and achieved other social and economic

objectives through intervention in public sector oil marketing companies petroleum and gas product pricing.

Consequently such entities may incur under-recoveries when they sell their above-mentioned products at a

regulated price. In such an event, the Government’s mechanism for sharing, if any, by the Issuer, the under-

recovery of public sector oil marketing companies can reduce or eliminate any benefit received by the Issuer

with respect to increases in the price of crude oil. Historical allocations of under-recoveries may not be

indicative of future years under recovery and there remains unpredictability. Currently the Issuer is not

required to share any such subsidy. Government may introduce other regulations relating to the pricing of

petroleum products that could have a material adverse effect on the Issuer’s business, financial condition and results of operations.

3. Natural gas prices are controlled by the Indian Government, which limits the profitability of the Issuer’s

gas production business.

Natural gas prices in India are generally set by the Indian Government through a variety of mechanisms.

Presently, the price of domestic natural gas produced from the Issuer’s nomination and NELP blocks are fixed

by the Indian Government in terms of ‘New Domestic Natural Gas Pricing Guidelines’ on half-yearly basis.

There can be no assurance that operation of such price mechanism will not be changed in a manner that will

adversely affect its gas monetisation strategy or otherwise have a material negative impact on its business,

financial conditions and results of operations.

4. The Issuer’s crude oil and natural gas reserves estimates involve a degree of uncertainty and may not

prove to be correct over time and the Issuer will need to acquire new reserves for future success.

Evaluations of crude oil and natural gas reserves involve multiple uncertainties and require exploration and

production companies to make extensive judgements as to future events based upon available information.

Crude oil and natural gas reserves data are estimates based primarily on internal technical analyses using

standard industry practices. Such estimates reflect the Issuer’s best judgement at the time of their preparation,

based on geological and geophysical analyses and appraisal work (processes that are continual and yield new

results over time), and may differ from previous estimates. Reserves estimates are subject to various

production and exploration technical uncertainties. Quantities of crude oil and natural gas that are ultimately

recovered could be materially different from the Issuer’s reserves estimates. There are currently no clear regulations governing public disclosure of potential reserves by oil and gas companies operating in India or

their use in securities offering documents. The Issuer can give no assurance that the reserves estimates upon

which it has made investment decisions accurately reflect actual reserves levels or, even if accurate, that

technical limitations will not prevent it from retrieving these reserves. Future production will be highly

dependent upon success in acquiring or finding and developing additional reserves in a timely and cost-

effective manner. If the Issuer is unsuccessful, its total proved reserves and production will decline, which

will adversely affect results of operations and financial condition.




45

5. Some of the Issuer’s interests are located in politically and economically unstable areas which create

security risks that have disrupted its operations in the past and could do so in the future.

The Issuer faces security risks in some of its assets and basins in India and, through its subsidiary ONGC

Videsh, in various countries some of which experienced, or may in future experience, instability. The Issuer

has suffered the adverse effects of insurgency, terrorism, civil strife, oil pilferage, equipment sabotage and

theft, and its oil installations have been targeted by insurgent groups and several instances of attacks against

its staff. Consequently there are interruptions in production and exploration activities. The Issuer has limited

insurance coverage and is not covered for such risks or any other business or operational risks. This may have

an adverse effect on the conduct of its operations or increase costs.

The Issuer’s operations could also be vulnerable to war, expropriation, earthquakes, power shortages,

telecommunications failures, water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather

conditions, medical epidemics, and other natural or manmade disasters or business interruptions. Occurrence of any of these could seriously harm the Issuer’s revenue and financial condition and increase its costs and

expenses. The ultimate impact on the Issuer, its significant suppliers and its general infrastructure as a result

of such natural or manmade disasters or business interruptions is unknown, but its revenue, profitability and

financial condition could suffer in the event of any such natural or manmade disasters or business

interruptions. There is no assurance that the Issuer will be able to successfully implement disaster recovery

plans effectively in a timely manner if a disruption occurs.

The Issuer/its subsidiaries conduct business activities with countries and persons that are subject to sanctions

administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S.

Department of State, the United Nations Security Council, the European Union and Her Majesty’s Treasury

of the United Kingdom or regions subject to heightened sanctions enforcement and scrutiny, including Libya, Iraq, Venezuela, and South Sudan and may affect the Issuer’s financial conditions, reputation or business

operations.

6. The Issuer may have business challenges and which could impact the future financial condition.

If the Issuer fails to acquire or find and develop additional reserves in a timely and cost-effective manner, or

if it fails to redevelop existing fields, its reserves, production and profitability may decline materially from

their current levels over time. Successful execution of the Issuer’s strategy depends critically on sustaining

long-term reserves replacement. If upstream resources are not progressed in a timely and efficient manner,

the Issuer will be unable to sustain long-term replacement of reserves. The Issuer’s failure to adequately

estimate the value of and effectively exploit the crude oil and natural gas assets it acquires may adversely

impact its business, results of operations, growth and profitability.

In respect of any acquisitions of any new assets, it may involve significant investments which may not result

in favourable returns due to, among other things, the uncertainties inherent in the nature of the Issuer’s

business for such acquisitions. If the Issuer is unable to estimate accurately the value of or effectively exploit

the oil and gas assets it acquires, the anticipated benefits of acquisitions may not be fully realised, if at all,

and it may become subject to increased costs and liabilities. Any failure by the Issuer to effectively identify,

manage and integrate acquisitions successfully could adversely affect its results of operations, business and

prospects. The Issuer may encounter problems relating to its joint venture partners or project development

partners which could adversely impact its strategy, business and results of operations.

The non-availability of crude oil and natural gas transportation infrastructure will affect the Issuer’s ability to exploit its reserves in a cost-effective manner. The Issuer is required to bear the entire royalty and/or OID

cess burden in relation to certain blocks in which it is a licensee or holds a participating interest. Regulation

of greenhouse gas emissions could increase the Issuer’s operational costs and reduce demand for its products.

If the Issuer is unable to acquire land and associated surface rights to its crude oil and natural gas reserves, it

may be unable to explore its reserves which could materially and adversely affect the Issuer’s business,

financial condition and results of operations. This may particularly be so in respect of land owned by private

parties and forest land, resulting in delays. The Issuer has in the past experienced significant delays in




46

obtaining relevant statutory and regulatory approvals for the acquisition of land and surface rights to

commence exploration activities.

The Issuer is dependent on obtaining and maintaining rights to explore for and develop petroleum properties

and any inability to obtain and maintain such rights could adversely affect its business, financial condition

and results of operations. In addition, the Issuer’s PELs in its nomination blocks may not be renewed by the

Indian Government, which will likely result in a reduction in the Issuer’s exploration activities in such areas.

The Issuer is effectively prohibited from exporting crude oil under its PSCs and revenue sharing contracts,

which could restrict its ability to monetise applicable reserves, as it is under an obligation to sell all of its

entitlement to crude oil in the domestic market until such time as the total availability of the crude oil and

Condensate from all domestic petroleum production activities meets the total national demand. The Issuer’s

refinery operations are affected by the volatility in the prices and availability of supply of crude oil and other

feedstock. The Issuer may not be able to successfully limit its gas flare in connection with its natural gas production.

The Issuer is required to seek the approval of the Indian Government for certain decisions under its PSCs and

RSCs, which may limit its ability to take certain actions under those contracts. Accordingly, governmental

decisions have the potential to limit the Issuer’s ability to take certain actions under those contracts or to

cause a delay in the Issuer taking such actions, which could have a material adverse effect on its business,

financial condition and results of operations.

7. The Issuer encounters significant competition from other crude oil and natural gas companies in all areas

of its operations, which may adversely affect its business.

The Issuer encounters competition from other oil and natural gas companies in all areas (including acquisition

of licences for exploration prospects in the bidding processes pursuant to NELP, HELP and OALP). The

Issuer expects OALP will enhance competition. Internationally, the Issuer faces competition primarily in the

acquisition of exploration blocks, and its primary competitors include other national oil companies as well as

the major privately-owned exploration and production companies. The Issuer’s performance could be

impeded if competitors develop or acquire intellectual property rights to technology that it requires or if the

Issuer’s innovation lags behind that of its industry. Continued deregulation and liberalisation of industries in

India, when combined with any reductions in customs duties and import tariffs, could lead to increased

competition from other international or domestic petroleum companies (including other public sector oil

marketing companies) in downstream segment. Competition could also cause price reductions, reduce

margins or result in a loss of market share which in turn could adversely affect business, financial condition

and results of operations.

8. Domestic producers of crude oil and natural gas in India may face increased competition from importers

and alternative sources of energy.

Historically, domestic crude oil and natural gas producers in India have benefited from import tariffs payable

on crude oil and natural gas imported into India. However, the tariff system is subject to changes and at

present there is nominal import tariffs applicable on crude and gas. The development of the Indian liquefied

natural gas market and related infrastructure, such as import terminals, could lead to increases in natural gas

imports and increased competition for the development and production of domestic natural gas. Commercially

viable production of proposed substitutes for crude oil and natural gas such as renewables, fuel cells or bio-

fuels may be available at cheaper prices than crude oil and natural gas, thereby reducing the demand for crude oil and natural gas and having a material adverse effect on the Issuer’s results.

9. The Issuer is subject to a variety of business, legal, regulatory, economic, social and political risks

associated with its international operations.

The Issuer, through its subsidiary ONGC Videsh, has participating interests in assets located in various

countries, including Libya, Sudan, South Sudan, Iran, Syria, Brazil, Venezuela, Iraq, Vietnam, Myanmar,

Bangladesh, Mozambique, Colombia, Azerbaijan, Kazakhstan, Russia, Israel and UAE.




47

The Issuer may be unsuccessful in developing and implementing policies and strategies that will be effective

in managing these risks in each country where it does business or plans to do business. The Issuer’s failure to manage these risks successfully could adversely affect its business, financial condition and results of

operations. Furthermore, it may face competition in other countries from companies that have greater

operating experience in such countries or with international operations generally. The Issuer does business in

jurisdictions with inherent risks relating to fraud, bribery and corruption. It may not be possible for the Issuer

to detect or prevent every instance of fraud, bribery and corruption in every jurisdiction in which its

employees, agents, sub-contractors or joint venture partners are located. The Issuer may therefore be subject

to civil and criminal penalties and to reputational damage. Instances of fraud, bribery and corruption, and

violations of laws and regulations in the jurisdictions in which the Issuer operates could have a material

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

10. Development, redevelopment and other projects have significant capital expenditure requirements and

involve many uncertainties and operating risks. They may not be completed in a timely manner or at all,

or may not operate as planned and, therefore, the Issuer may not be able to realise profits from these

project or may incur losses.

The Issuer intends to make substantial additional investments in new projects for expansion plans, which will

require significant capital expenditure and which is subject to risks, contingencies and other fact. They entail

exploration, engineering, technological upgrades, construction and other commercial risks, cost overruns,

may not be completed in a timely manner or at all, or may not operate as planned. This may adversely affect

its business, financial condition and results of operations. In addition, some of the Issuer’s development

projects are located in difficult environments, or involve challenging reservoirs, which can exacerbate such

problems. Inflation, foreign currency exchange rate fluctuations and unanticipated conditions prevailing in the areas of development activity can cause additional problems. Hydrocarbons exploration is capital-

intensive and involves numerous risks, including the risk that, after substantial expenditure, the Issuer will

encounter crude oil or natural gas reservoirs that may not be commercially viable for production. Cost of

drilling, completing and operating wells may vary at times for reasons beyond the Issuer’s control. The Issuer

may not be successful in achieving commercially viable production of CBM in some of its CBM blocks which

may have an adverse impact on its business and results of operations. There can be delays in exploration

projects due to the failure of third party contractors hired for the project to complete their work in a timely

manner. There can be no assurance that such funding will be available or on economic terms suitable to the

Issuer. Any of the above may have an adverse effect on the Issuer, and therefore the Issuer’s business, financial

condition and results of operations.

11. Various statutory and regulatory approvals that are material to the conduct of the Issuer’s overseas and

refinery business and operations have not been received or are pending with various regulatory authorities

and the failure to obtain them in a timely manner or at all may adversely affect its operations.

The Issuer also undertakes exploration and production of oil and gas internationally through its subsidiary

ONGC Videsh Ltd. The Issuer’s refining operations in India are conducted through its subsidiaries, MRPL

and HPCL. The Issuer or subsidiaries may not receive such approvals within the time frames anticipated by

it or at all. If it fails to obtain, or experiences material delays in obtaining or renewing these approvals, the

Issuer’s operations could be substantially disrupted, which could have a material adverse effect on its business

prospects, financial condition and results of operations.

12. The failure to complete the Issuer’s minimum work programme could make it liable for penalties, and the

Indian Government may call upon the relevant bank guarantees it has provided to secure its obligations.

The PSCs for all NELP blocks and RSCs for HELP blocks include a contractual obligation to complete certain

minimum work commitments in connection with the acquisition, processing and interpretation of Seismic

Data, and drilling of exploratory wells. If the Issuer or its partners do not meet minimum work programme

obligations under its PSCs and RSCs, it may be liable to pay penalties. The Indian Government can enforce

bank guarantees provided to the extent of the incomplete portion of the Issuer’s minimum work programme




48

commitment, which could have a material adverse impact on its business, financial condition and results of

operations.

13. Any significant interruption in the Issuer’s refinery operations may reduce the Issuer’s production

volumes and have an adverse effect on the Issuer’s business, results of operations and financial conditions.

The Issuer’s refining operations in India are conducted through its subsidiaries, MRPL and HPCL. Several

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. In the event

of mechanical failure and equipment shutdowns, undamaged sections or units of the Issuer’s refineries and

its ancillary facilities that depend on, or interact with, damaged sections or units may also be required to shut

down. In addition to planned shutdowns for maintenance, it is possible that one or more of units of any of the

Issuer’s refineries and its ancillary facilities may require unscheduled downtime for unanticipated

maintenance or repairs, or the Issuer’s planned turnarounds may last longer than anticipated. Scheduled and unscheduled maintenance closures may reduce the Issuer’s revenues and increase its costs during the period

that certain units of the affected 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.

14. The Issuer may incur material costs to comply with, or suffer material liabilities as a result of laws and

regulations.

The oil industry is subject to regulation and intervention by governments in such matters as the award of

exploration and production interests, specific drilling obligations, environmental, health and safety, controls

over development and decommissioning of fields (restrictions on production) nationalisation, expropriation,

cancellation or non-renewal of contract rights. The Issuer buys, sells and trades crude oil and natural gas products in certain regulated commodity markets. Failure to respond to changes in trading regulations could

result in regulatory action and damage to its reputation.

The Issuer’s operations are subject to extensive laws and regulations pertaining to pollution and protection of

the environment and health and safety of workers. This can lead to material compliance costs. Future changes,

including but not limited to, climate change, could result in substantial additional capital expenditure, taxes

and reduced profitability from increased operating costs. The Issuer may incur environmental liabilities in

respect of its operations even for environmental damage caused by acts or omissions of its contractors and it

may need to pay under indemnity claims (which will not be covered by insurance).

15. Insurances 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 damages or penalties may exceed the amount paid out under an insurance

policy. The Issuer’s exploration, development and production 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. The Issuer has significant contingent liabilities that it has not provided for in its balance sheet.

The Issuer has incurred contingent liabilities not currently reflected in the latest audited balance sheet. Such contingent liabilities include contingent liabilities incurred by the Issuer in respect of joint ventures as

well. To the extent that any of these contingent liabilities become actual liabilities, they will adversely affect

the Issuer’s results of operations and financial condition in the future.

17. The Issuer is involved in litigation, arbitration, and regulatory proceedings that, if determined against it,

may have an adverse impact on its business and financial condition




49

The Issuer is currently involved in and in the future may be involved in litigation, arbitration and regulatory

proceedings before various courts, tribunals, authorities and appellate bodies in India. Proceedings may

include criminal cases (including motor accident claims, fatal accident claims, dishonor of cheques, claims regarding theft of goods, petitions for revision enforcement or quashing of orders previously passed in relation

to employment claims, etc.), public interest litigation, civil suits, arbitral claims, taxes (including income and

sales tax) and other statutory levies (including royalty claims), employment-related disputes, land-acquisition

related disputes, environmental disputes, claims regarding alleged defect in title of properties, trespass and

claims for premium, rental and other payments in respect of property owned, leased or otherwise used by us.

The Issuer is not able to provide assurance that such legal proceedings will be decided in its favour. Any

adverse decision may have a significant effect on the Issuer’s business, including its financial condition, the

implementation of its current or future projects and its results of operations as well as result in financial

liabilities. 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.

Further, should any new development arise such as a change in applicable laws or rulings against the Issuer

by the appellate courts or tribunals, the Issuer may need to make provisions in its financial statements, which

may increase the Issuer’s expenses and current liabilities. There can be no assurance that the results of such

legal, arbitration or regulatory proceedings will not materially affect 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.

18. Much of the Issuer’s equipment is old and significant expenditure may be required to maintain operability

and operations integrity.

Much of the equipment which the business of the Issuer utilises, including drilling equipment, production

facilities and pipelines, is old and requires upgrading, revamping or replacement. Despite the planned

significant operating and capital expenditure, there can be no guarantee that the equipment will not suffer

material damage through wear and tear, natural disasters or industrial accidents, or will not require further

significant capital improvements or maintenance in the future.

19. The Issuer may not be able to upgrade its existing technologies and to assimilate and acquire new, more

advanced technologies in a timely and cost-effective manner.

The Issuer may need to adopt advanced technology rapidly and cost-effectively, and trains its personnel in

the operation and maintenance of such technology. If it is unable to acquire such technology in a timely

manner or fails to appropriately revamp existing technology, it may not be able to fully exploit its reserves. Technology once acquired may not be utilised in a productive and efficient manner or successfully implement

the technology on which its strategy is dependent. The above could have a material adverse effect on its

business, financial condition and results of operations.

20. The Issuer’s business requires a large workforce with multiple types of employees.

The Issuer’s business is dependent on it maintaining a skilled workforce. Several members of the Issuer’s

senior management team have been with the Issuer for several years and have extensive knowledge of the

Issuer’s operations. If the Issuer loses the services of key management personnel, it may be difficult to find,

relocate and integrate replacement personnel in a timely manner, which could seriously affect its operations

and the growth of its business. In particular, the Issuer depends on specific key talent such as geologists and upstream energy specialists.

The Issuer relies on the availability of skilled and experienced contractors and specialist agencies for the

implementation and operation of various aspects of its business. The Issuer does not have direct control over

the timing or quality of the services and supplies provided by such third parties. Third party contractors expose

the Issuer to various risks, including credit risk, settlement risk, operational risk, legal risk and reputation

risk. The Issuer may suffer as a result of any delay or shortfall in performance. In the event of a material

failure or disruption in committed services or supplies, the Issuer cannot provide any assurances that it will




50

be able to make alternative arrangements in reasonable time, on commercially acceptable terms, or at all.

There is a shortage of and increasing costs of services of such contractors and agencies. The Issuer cannot be

certain that such skilled and experienced contractors and agencies will continue to be available at reasonable rates in the future. Any deterioration in the Issuer’s relationships with its existing contractors and agencies,

or the Issuer’s failure to renegotiate acceptable terms may result in the Issuer incurring substantial additional

costs. As a result, the Issuer’s business, results of operations, financial condition and prospects may be

adversely affected.

21. The Issuer’s failure to protect its intellectual property rights may have an impact on its business and results

of operations.

The Issuer operates in an extremely competitive environment, in both its existing business and its planned

ventures into the downstream businesses of refining and retail marketing, where generating brand recognition

and intellectual property rights will be a significant element of the Issuer’s business strategy. If it fails to protect its intellectual property rights, including trademarks or trade secrets, or otherwise fails to obtain

registration of the patents the Issuer has applied for, or may apply for in the future, its business may be

adversely affected.

22. The Issuer is subject to stringent labour laws and trade union activity.

India has stringent labour laws that protect the interests of workers, including legislation that sets forth

detailed procedures for employee removal and dispute resolution and imposes financial obligations on

employers upon employee layoffs. This makes it difficult for the Issuer to maintain flexible human resource

policies, discharge employees or downsize, which may adversely affect its business and profitability. The

Issuer has in the past suffered disruptions in its operations due to strikes and lockouts by its employees and which may occur in the future.

23. Global and domestic economic conditions may have a material adverse effect on the Issuer’s business,


Global financial markets have in the past experienced turmoil and upheaval characterised by extreme

volatility and declines in prices of securities, diminished liquidity and credit availability, inability to access

capital markets, the bankruptcy, failure, collapse, nationalisation or sale of financial institutions and an

unprecedented level of governmental intervention. The Indian economy and financial markets were also

significantly impacted by such global economic, financial and market conditions. Any financial turmoil,

especially in the United States, Europe or China, may have a negative impact on the Indian economy. Indian

financial markets also experienced the contagion effect of the volatility and turmoil in the global financial markets. A revival of such economic conditions, either globally or domestically, could result in future

decreases in the demand for crude oil and natural gas and put downward pressure on the prices for crude oil

and natural gas which have experienced significant volatility in recent times. Additionally, due to the

conditions in the global and domestic financial markets, the Issuer cannot be certain that funding will be

available or that it would be able to raise funds, if needed or to the extent required, and it may be unable to

implement its strategy, including its exploration and development plans in existing acreage and its acquisition

of additional acreage domestically and internationally.

24. An outbreak of a highly contagious/ infectious disease like COVID 19 or any other serious public health

concerns could have an adverse effect on the Issuer’s business and results of operations.

The outbreak of the current contagious/infectious disease COVID 19 globally and resultant lockdown in many

countries including India had impacted the business of the Issuer. Oil, gas and petroleum products were

declared as essential services by the GoI during the lockdown, and the Issuer continued producing and

supplying crude oil and natural gas to its customers during the lockdown period. Whilst offtake by refineries

was not affected during the period upto March 31, 2010 and afterwards, there has not been any reduction in




51

demand for the crude oil produced by the Issuer, there was a modest reduction of 9% in the demand for natural

gas and production during the lockdown, which has now restored to pre-lockdown levels.

Whilst there have been issues in delivery of materials as the Issuer’s supply chain is distributed across India,

this did not materially affect operations and there was not distuption in the domestic supply chain

management. However there have been disruptions in international supply chains, but these are yet to have a

major impact on day to day operations. However, the anticipated completion dates of some projects have

been pushed back due to the disrupption in supply chain caused by the lockdown. Further, an amount of Rs.

4,899 Crore has been provided by the Issuer as impairment loss and shown as an exception item for the quarter

and Financial Year 2019-20, and consequently, the profit before tax for the quarter and Financial Year 2019-

20 is lower by Rs. 4,899 Crore.

Although until date the Issuer has had a 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.

25. The Issuer is subject to risks arising from exchange rate fluctuations.

The international prices of crude oil and value-added products, which account for the substantial majority of

the Issuer’s sales revenues, are denominated in U.S. dollars. Most of its expenditure as well as its accounts as

a whole, are denominated in Indian Rupees. It also imports crude oil as raw material for its refining business,

and incurs such raw material costs in U.S. dollars. As a result, fluctuations in foreign exchange rates, in

particular the exchange rate of U.S. dollars for Indian Rupees, may materially affect its revenues and results

of operations. The Issuer does not currently hedge its foreign currency exchange rate exposure. The Issuer’s results of operations are also subject to fluctuations in the currencies of the countries in which it undertakes

its international exploration, development and production activities. The Issuer incurs a portion of its

operational expenditure in the local currencies of these countries, particularly relating to labour, local

materials and services, royalties and tax. Fluctuations in the value of such currencies against the U.S. Dollar

could impact its results of operations.

26. A change in the Indian 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.

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

by the Indian 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 the Indian Government policy which could adversely affect the Issuer’s financial

condition and results of operations in this way. 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 sales

tax and income tax), duties (including excise duties and import duties) and fiscal or other incentives. There

can be no assurance that the Government will not intervene with regard to the timing of payments by

purchasers of certain petroleum products in the interest of public policy. Any change in Indian Government

policies could adversely affect the Issuer’s profitability.

27. The Issuer may be unable to fully execute its business strategies.

The Issuer’s business strategy contemplates better utilisation of its resources and converting its exploration

areas into crude oil and natural gas reserves. through (a) increasing domestic exploration, development and

production efforts, (b) improving oil and gas recovery in producing properties, (c) augmenting international

reserves and production, (d) capturing value through forward integration, (e) continuing to maintain high

environmental and safety standards and (f) continuing to focus on non-conventional energy. These strategies

will require substantial new financing which may not be available to the Issuer. In addition, if the Issuer’s

cost of capital is high, the Issuer may not be able to finance its planned projects necessary to implement its




52

business strategy. If the Issuer cannot raise sufficient funds on terms and at a price reasonably acceptable to

the Issuer, it may be unable to execute its strategy, which may have a material adverse effect on its business,


28. Treasury Related Risks of the Issuer.

The Issuer has incurred indebtedness and must service this debt and comply with its covenants to avoid

default risk. There can be no assurance that its level of cash flows will not decrease or will remain sufficient

to service its debt. The Issuer’s failure to comply with any covenants in its financing arrangements could

result in a default which would permit the acceleration of the maturity of the indebtedness under such

agreements and, if the Issuer is unable to refinance such indebtedness in a timely fashion or on acceptable

terms, would have a material adverse effect on the Issuer’s business, financial condition and results of

operations.

The Issuer has had, and expects to continue to have, substantial liquidity and capital resource requirements

for meeting its working capital requirements as well as capital expenditures. The Issuer will be required to

supplement its cash flow from operations with external sources of financing to meet these requirements.

Inability of the Issuer to obtain such financing may impair its business, results of operations, financial

condition or prospects.

The Issuer may not be able to collect all of its receivables promptly from its customers to be able to pay its

obligations and finance its operations.

Any failure on the part of the Issuer to effectively manage its collection risk could have an adverse impact on

its business, financial condition and results of operations.

The Issuer prepares and presents its financial statements in accordance with IND-AS, and there may be new

and revised accounting standards and interpretations in the future requiring the adoption of new accounting

policies. There can be no assurance that the adoption of new accounting policies or any change or amendment

to or any interpretation of IND-AS will not have a significant impact on the Issuer’s financial condition and

results of operations.

29. Risks Relating to the Oil and Gas Industry.

The oil and gas industry is highly regulated in India, and adverse changes in regulations could have a material

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

The Issuer is subject to comprehensive regulation in India. Changes to such regulations could require changes

to the manner in which it conducts its business and result in an increase in compliance costs which could have

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

30. Exploration and production of crude oil in deep and ultra-deep waters involves risks.

Exploration and production of crude oil involves risks that are enhanced when carried out in deep and ultra-

deep waters. The Issuer’s activities, particularly deep-water and ultra-deep water drilling, present several

risks, such as the risk of spills, explosions in pipelines and drilling wells and natural and geological disasters.

Occurrence of any of these events or accidents could result in personal injuries, loss of life, severe

environmental damage with resulting containment, clean-up and repair expenses, equipment damage and liability in civil and administrative proceedings. There can be no assurance that accidents will not occur in

the future, that insurance will adequately cover the entire scope or extent of its losses or that it will not be

found liable in connection with claims arising from these and other events.

31. Operational failures and associated reputational consequences may lead to an increasingly stringent

regulatory environment.

Operational failures of companies operating in crude oil and natural gas exploration, development and




53

production, together with associated reputational consequences, may lead to increasingly stringent

environmental and other regulations. Changes in foreign environmental laws and regulations, or their

interpretation, may require the Issuer to incur significant unforeseen expenditures to comply with such requirements, add significantly to operating costs, or may significantly limit drilling activity.

Given the possibility of unanticipated regulatory or other developments, including more stringent

environmental laws and regulations, the amount and timing of future environmental compliance expenditures

could vary substantially from their current levels. The Issuer cannot predict what additional environmental

legislation or regulations will be enacted in the future or the potential effects on its financial position and

results of operations, and potentially significant expenditures could be necessary in order to comply with

future environmental laws. Also, such capital expenditures and operating expenses relating to environmental

matters will be subject to evolving regulatory requirements and will depend on the timing of the promulgation

and enforcement of specific standards that impose additional requirements on its operations. Accordingly, the

Issuer cannot assure you that it will not be subject to stricter enforcement or interpretation of existing environmental laws and regulations, or that such laws and regulations will not become more stringent in the

future.

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

and operating results.

A significant portion of the Issuer’s consolidated revenue is attributable to sales of various refined and

petroleum products in India. The prices of these products are affected by worldwide prices of feedstock, such

as crude oil, and end products, which have been cyclical and sensitive to relative changes in supply and

demand, the availability of feedstock and general economic conditions. From time to time, the markets for

the Issuer’s petroleum and petrochemical products have experienced periods of increased imports or capacity additions, which have resulted in oversupply and declines in product prices and margins in the domestic

market. In such situations in the past, the Issuer was forced to export these products. Exports may result in

lower margins as export prices are lower than domestic prices. This is because domestic prices have

historically been supported to a degree by the existence of import tariffs in the Indian market and the fact that,

in exporting products, the Issuer faces higher freight charges and tariffs imposed by other countries. The

withdrawal or lessening of import tariffs in India would have an adverse effect on the Issuer’s margins and

operating results. Any downturn resulting from existing or future excess industry capacity or otherwise may

have a material adverse effect on its business, financial condition and results of operations.

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.




54

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, 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 Draft Disclosure Document, 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 capital goods for various new projects, import for operation & maintenance, loans for meeting the capex requirement and investments

abroad. 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.

The Issuer intends to use the proceeds of the Debentures for the purpose of capital expenditure or working capital requirement or refinancing of existing loans or other general corporate purposes, in accordance with

the applicable laws and regulations. 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




55

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. The Issuer is not required to create or maintain a debenture redemption reserve for the purpose of

redemption of the Debentures.

Pursuant to the SCD Rules, and as on the date of the Draft Disclosure Document, the Issuer is not required to

create DRR for the purposes of redemption of Debentures. Eligible Investors shall not have the benefit of

reserve funds to cover the repayment of the Redemption Amount on the Debentures.

5. Any downgrading in credit rating of the Debentures may affect the value of the Debentures.

The Debentures proposed to be issued pursuant to the Draft Disclosure Document have been rated “IND AAA

Stable” by IRRPL and “[ICRA] AAA (Stable)” by ICRA. 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.

6. There is no guarantee that the Debentures will be listed on the 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 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 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 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.

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.

8. There has been only a limited trading in 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.

9. Payments on the Debentures will be subordinated to certain tax and other liabilities preferred by law.

The payment on the Debentures will be subordinated to certain liabilities preferred by law, such as claims of

the Indian Government on account of taxes, and certain liabilities incurred in the ordinary course of the

Issuer’s business.





56

SECTION XI

CAPITAL STRUCTURE OF THE ISSUER

11.1 CAPITAL STRUCTURE

11.1.1 Equity Share Capital

The equity share capital of the Issuer, as on June 30, 2020, is set forth below:

A) AUTHORISED SHARE CAPITAL Rupees in Million

30,000,000,000 Equity Shares of 5 each 150,000.00

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

1258,02,79,206 Equity Shares of 5 each 62,901.40

C) SHARE PREMIUM ACCOUNT

Nil. Nil.

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

2014-15 4277,74,50,600 No Change

2015-16 4277,74,50,600 No change

2016-17 (dated December 18, 2016) 6416,61,75,900 Issue of 4277,745,060 bonus shares in ratio of 1:2 (on

December 18, 2016 by capitalization of general

reserves.

2018-19 (Board approval dated

December 20 and 21, 2018)

6290,13,96,030 Buy-back of 252,955,974 Equity Shares at the rate of

Rs.159 per Equity Share (1.97% of pre-buyback

capital). Buy-back was completed on February 22,

2019.

2019-20 6290,13,96,030 No change

11.1.3 Share Capital History For Last 5 (Five) Years As On June 30, 2020

Year Date of

Allotment /

Buy-back

No of Equity

Shares

Face Value

(Rs)

Issue

Price

(Rs)

Considerat

ion (cash,

other than

cash, etc)

Nature of

Allotment

/Buy-back

Cumulative Remarks

No of equity

shares

Equity Share

Capital (Rs)

Equity

Share

Premium

(in Rs)

2014-15 - 855,54,90,120

Rs.5/- per share - - - 855,54,90,120 4277,74,50,600 - -

2015-16 - 855,54,90,120

Rs.5/- per share - - - 855,54,90,120

4277,74,50,600

- -

2016-17 December 18, 2016

427,77,45,060

Rs.5/- per share At par Other than cash

Bonus Issue 1283,32,35,180

6416,61,75,900

- Issue of bonus

shares in

ratio of 1:2

by capitalizati

on of

general

reserves.

2017-18 - 1283,32,35,180

Rs.5/- per share - - - 1283,32,35,180

6416,61,75,900

- -

2018-19

December

20 and 21, 2018

25,29.55,974

Rs.5/- per share Rs.159

/- per share

Cash Buy-Back

1258,02,79,206

6290,13,96,030

- -

As on June

30, 2020

- 1258,02,79,206

Rs.5/- per share - - - 1258,02,79,206

6290,13,96,030

- -

11.1.4 Shareholding Pattern As On June 30, 2020

The table below represents the shareholding pattern of the Issuer as on June 30, 2020:

DRAFT DISCLOSURE DOCUMENT (PRIVATE AND CONFIDENTIAL) FOR ADDRESSEE ONLY


57

Table I - Summary Statement Holding of Specified Securities

Categ

ory

Category

of Shareholder

No of

Shareholder

s

No of fully paid

up equity

shares held

No of Partly paid-

up equity shares held

No of Shares

Under-lying

Depository

Receipts

Total No of Shares

Held (VII) = (IV)+(V)

+(VI)

Shareholding

as a % of

total no of

shares (As a

% of

(A+B+C2))

Number of Voting Rights held in each class of securities No of

Shares

Underlyin

g

Outstandi

ng

convertibl

e securities

(Including

Warrants)

Shareholdin

g

as a %

assuming

full

conversion

of

convertible

Securities

(as a

percentage

of diluted

share

capital)

Number

of Locked

in Shares

Number of

Shares

pledged or

otherwise

encumbered

Number of

equity shares

held in

dematerialized

form

No of Voting Rights Total

as a %

of

(A+B+

C)

No.

As a %

of total

Shares

held

No.

As a

% of

total

Share

s held

Class X ClassY Total

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)

(A) Promoter & Promoter Group 1 7599608458 0 0 7599608458 60.41 7599608458 0 7599608458 60.41 0 60.41 0 0 0 0 7599608458

(B) Public 981827 4980670748 0 0 4980670748 39.59 4980670748 0 4980670748 39.59 0 39.59 0 0 0 0 4975895164

(C) Non Promoter-Non Public 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(C1) Shares underlying DRs 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(C2) Shares held by Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total: 981828 12580279206 0 0 12580279206 100 12580279206 0 12580279206 100 0 100 0 0 0 0 12575503622



58

Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group

Category Category &

Name of the Shareholder

PAN No of Share

holders

No of fully paid up

equity

shares held

No of Partly

paid-

up equity

shares held

No of Shares

Underlying

Depository

Receipts

Total No of Shares

Held (IV+V+VI)

Share holding

as

a % of total no

of shares

(calculated as

per SCRR, 1957

(VIII)

As a % of

(A+B+C2)


Shares

Underlyin

g

Outstandi

ng

convertible

securities

(Including

Warrants)

Share-

holding as a

% assuming

full

conversion of

convertible

Securities (as

a percentage

of diluted

share

capital)

(VII)+(X) As

a % of

(A+B+C2)

Number of

Locked in

Shares

Number of

Shares

pledged or

otherwise

encumbered

Number of equity shares

held in dematerialized form

No of Voting Rights Total as a

% of

(A+B+C)

No. As a

% of

total

Shares

held

No. As a

% of

total

Shares

held Class X Class Y Total

(I) (II)

(III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)

(1) Indian

(a) Individuals/ Hindu undivided

Family

(b) Central Government/ State Government (s)

(President of India)

1 7599608458 0 0 7599608458 60.41 7599608458 0 7599608458 60.41 0 60.41 0 0 0 0 7599608458

(c) Financial Institutions/Banks

(d) Any Other

Sub-Total (A)(1) 1 7599608458 0 0 7599608458 60.41 7599608458 0 7599608458 60.41 0 60.41 0 0 0 0 7599608458

(2) Foreign 0 0 0 0 0 0 0 0 0 0 0 0

(a) Individuals (Non-Resident

Individuals/Foreign Individuals

0 0 0 0 0 0 0 0 0 0 0 0

(b) Government 0 0 0 0 0 0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0 0 0 0 0 0

(d) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0 0 0 0

(e) Any Other 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Sub-Total (A)(2) 0 0 0 0 0 0 0 0 0 0 0 0

Total Shareholding of

Promoter and Promoter

Group (A)=(A)(1)+(A)(2)

1 7599608458 0 0 7599608458 60.41 7599608458 0 7599608458 60.41

60.41

0 0 0 0 7599608458



59

Table III - Statement showing Shareholding Pattern of the Public Shareholders

Category Category &

Name of the

Shareholder

PAN No of Share

holders

No of fully paid

up Equity

Shares held

No of

Partly

paid-up

Equity

Shares

held

No of Shares

Under-lying

Depository

Receipts

Total No of

Shares Held

(IV+V+VI)

Share- holding as a

% of total no of

shares (A+B+C2)


Shares

Underlyin

g

Outstandi

ng

convertible

securities

(Including

Warrants)

Share-

holding as a

% assuming

full conver-

sion of

conver-tible

Securities (as

a percentage

of diluted

share

capital)

Number of Locked

in Shares

Number of Shares

pledged or otherwise

encumbered

Number of Equity Shares

held in dematerialized form

No of Voting Rights Total as a

% of

(A+B+C)

No. As a %

of total

Shares

held

No. As a % of

total

Shares

held

Class X Class Y Total


Mutual Funds/ UTI 31 762135113 0 0 762135113 6.06 762135113 0 762135113 6.06 0 6.06 0 0 0 0 762131963

Venture Capital Funds 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Alternate Investment Funds 4 303529 0 0 303529 0 303529 0 303529 0 0 0 0 0 0 0 303529

Foreign Venture Capital

Investors

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Foreign Portfolio Investors 602 1018735701 0 0 1018735701 8.1 1018735701 0 1018735701 8.1 0 8.1 0 0 0 0 1018735701

Financial Institutions / Banks 19 102572357 0 0 102572357 0.82 102572357 0 102572357 0.82 0 0.82 0 0 0 0 102572327

Insurance Companies 30 1319865236 0 0 1319865236 10.49 1319865236 0 1319865236 10.49 0 10.49 0 0 0 0 1319856686

Provident Funds/ Pension Funds 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Any Other (specify)

i) Foreign Bank 1 1800 0 0 1800 0 1800 0 1800 0 0 0 0 0 0 0 1800

Sub-Total (B)(1) 687 3203613736 0 0 3203613736 25.47 3203613736 0 3203613736 25.47 0 25.47 0 0 0 0 3203602006

Central Government/ State

Government(s)/ President of

India

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Sub-Total (B)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Non-Institutions

Individuals - i. Individual

shareholders holding nominal

share capital up to Rs. 2 lakhs.

955135 323094471 0 0 323094471 2.57 323094471 0 323094471 2.57 0 2.57 0 0 0 0 322345786

Individuals - ii. Individual

shareholders holding nominal

share capital in excess of Rs. 2

lakhs.

207 23981588 0 0 23981588 0.19 23981588 0 23981588 0.19 0 0.19 0 0 0 0 23981588

NBFCs registered with RBI 12 55131 0 0 55131 0 55131 0 55131 0 0 0 0 0 0 0 55131

Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0

Overseas Depositories (holding

DRs) (balancing figure)

0 0 0 0 0 0 0 0 0 0 0 0

Any Other (specify)

i) Bodies Corporate 2268 1326074341 0 0 1326074341 10.54 1326074341 0 1326074341 10.54 0 10.54 0 0 0 0 1326063491

ii) Non Resident Indians 9292 9790752 0 0 9790752 0.08 9790752 0 9790752 0.08 0 0.08 0 0 0 0 9769906

iii) Non Resident Non Repartriates

5405 4806477 0 0 4806477 0.04 4806477 0 4806477 0.04 0 0.04 0 0 0 0 4806440

iv) Overseas corporate bodies 0 0 0 0 0 0 0 0 0 0 0 0

v) Foreign Nationals 5 2469 0 0 2469 0 2469 0 2469 0 0 0 0 0 0 0 2469

vi) Trust 66 39548978 0 0 39548978 0.31 39548978 0 39548978 0.31 0 0.31 0 0 0 0 39548978

vii) Foreign Portfolio

Investor(Individual)

viii) Clearing Member 346 19457546 0 0 19457546 0.15 19457546 0 19457546 0.15 0 0.15 0 0 0 0 19457546

ix) Foreign Body 0 0 0 0 0 0 0 0 0 0 0 0

x) Unclaimed or Suspense or

Escrow Account

0 0 0 0 0 0 0 0 0 0 0 0

xi) Resident HUF 5791 25155850 0 0 25155850 0.2 25155850 0 25155850 0.2 0 0.20 0 0 0 0 25155825

xii) Custodian 0 0 0 0 0 0 0 0 0 0 0 0

xiii) Employees / Office Bearers 2612 3983411 0 0 3983411 0.03 3983411 0 3983411 0.03 0 0.03 0 0 0 0 0

xiv) IEPF 1 1105998 0 0 1105998 0.01 1105998 0 1105998 0.01 0 0.01 0 0 0 0 1105998

Sub-Total (B)(3) 981140 1777057012 0 0 1777057012 14.12 1777057012 0 1777057012 14.12 0 14.12 0 0 0 0 1772293158

TOTAL Public

Shareholding(B) = B(1) + B(2)

+ B(3)

981827 4980670748 0 0 4980670748 39.59 4980670748 0 4980670748 39.59 0 39.59 0 0 0 0 4975895164



60

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public Shareholder

Category

Category & Name of the

Shareholder

PAN No of

Shareholders

No of fully

paid up

Equity

Shares held

No of Partly

paid-up

Equity

Shares held

No of Shares

Under-lying

Depository

Receipts

Total No of Shares

Held (IV+V+VI)

Share-holding as a

% of total no of

shares (A+B+C2)

Number of Voting Rights held in each

class of securities

No of Shares

Underlying

Outstanding

convertible

securities

(Including

Warrants)

Share-

holding as

a %

assuming full

conversion of

convertible

Securities (as

a percentage

of diluted

share capital)

Number of

Locked in

Shares

Number of

Shares pledged

or otherwise

encumbered

Number of

Equity Shares

held in

dematerialized

form No of Voting Rights Total as a

% of

(A+B+C)

No. As a

% of

total

Shares

held

No. As a

% of

total

Shares

held Class X Class Y Total


(1) Custodian/DR

Holder

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(2) Employee Benefit

Trust (under

SEBI(Share based

Employee Benefit)

Regulations 2014)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total Non-

Promoter-Non

Public

Shareholding (C) =

(C)(1)+(C)(2)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0



61

11.2 DETAILS OF EQUITY SHARES HELD BY THE DIRECTORS IN THE ISSUER, AS ON JUNE

30, 2020

Sr.

No.

Name & Designation of Director No. of shares held

1 Shri Shashi Shanker (Chairman & Managing Director) 5568

2 Shri Subhash Kumar, Director (Finance) 30

3 Shri Rajesh Kakkar, Director (Offshore) 4758

4 Smt. Alka Mittal, Director (HR) 10428

5 Shri Om Prakash Singh, Director( T&FS) 6558

6 Shri Anurag Sharma, Director (Onshore) 3618

7 Smt. Ganga Murthy, Independent Director 435

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 President of India 7599608458 7599608458 60.41

2 Life Insurance Corporation of India*

1238461269

1238452719

9.84

3 Indian Oil Corporation Limited

986885142

986885142

7.84

4 GAIL (India) Limited 308401602 308401602 2.45

5 CPSE Exchange Traded Scheme (CPSE ETF)

250902893

250902893

1.99

6 ICICI Prudential Equity &

Debt Fund

88350259

88350259

0.70

7 Fidelity Puritan Trust Fidelity Series Intrinsic Opportunities Fund

75000616

75000616

0.60

8 ICICI Prudential Multi-Asset Fund

62190461

62190461

0.49

9 Life Insurance Corporation of India P & GS Fund

54083520

54083520

0.43

10 Vanguard Total International Stock Index Fund

52223006

52223006

0.42

*8550 shares are held by LIC in physical form

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 President of India

7599608458

7599608458

60.41

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

On December 18, 2016, there was an issue of 4277,745,060 bonus shares in ratio of 1:2, by capitalization of general reserves. Apart from this, the Issuer has not issued any Equity Shares or Debt Securities for consideration other than cash, whether in whole or part, since the last 5 years, as on June 30, 2020.



62

11.7 DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 (ONE) YEAR PRIOR TO ISSUE OF THE DRAFT DISCLOSURE DOCUMENT

The Issuer has not undertaken any acquisition or amalgamation in the last 1 (one) year prior to issue of the Draft Disclosure Document.

11.8 DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 (ONE)

YEAR PRIOR TO ISSUE OF THE DRAFT DISCLOSURE DOCUMENT

The Issuer has not undergone any reorganization or reconstruction in the last 1 (one) year prior to issue of the Draft Disclosure Document.




63

SECTION XII

FINANCIAL POSITION OF THE ISSUER

12.1 KEY OPERATIONAL AND FINANCIAL PARAMETERS ON A STANDALONE BASIS (Rs. in Million)

Parameters As on/for the

Financial Year

ended March

31, 2020

As on/for the

Financial Year

ended March

31, 2019

As on/for the

Financial Year

ended March

31, 2018

Networth 1,943,380.90 2,017,895.74 1,921,328.90 Total Debt 139,491.10 215,935.72 255,922.08 of which - Non Current Maturities of Long Term

Borrowing 22,450.97 - -

- Short Term Borrowing 117,040.13 215,935.72 255,922.08 - Current Maturities of Long Term

Borrowing - - -

Net Fixed Assets* 1,622,347.30 1,552,083.31 1,502,146.01 Non-Current Assets 2,696,947.53 2,713,629.35 2,670,793.51 Cash and Cash Equivalents 960.25 179.77 296.02 Other bank balances 8,722.01 4,860.84 9,830.97 Current Investments - - - Current Assets 269,859.95 283,451.08 214,650.52 Current Liabilities 405,670.18 467,168.78 493,381.85 Net Sales 961,658.42 1,096,277.59 849,630.78 EBITDA 467,082.70 579,772.98 448,711.16 EBIT 280,914.12 425,211.90 304,009.44 Interest 28,236.76 24,921.36 15,084.70 Profit After Tax 134,445.44 267,646.00 199,452.60 Dividend Amounts 72,336.72 95,951.80 77,641.21 Current Ratio 0.67:1 0.61:1 0.44:1 Interest Coverage Ratio 9.95 17.06 20.15 Gross Debt / Equity Ratio 0.07:1 0.11:1 0.13:1 Debt Service Coverage Ratio 3.35 2.68 1.75

* Includes intangible assets, capital work in progress and intangible assets under development. Note: a. Amount of dividend accounted during the respective Financial Year. b. Restated figures of balance sheet as on Financial Year ended March 31 2019 and March 31 2018

and statement of profit and loss for the Financial Year ended March 31 2019.

12.2 KEY OPERATIONAL AND FINANCIAL PARAMETERS ON A CONSOLIDATED BASIS (Rs. in Million)

Parameters

As on/for the

Financial Year

ended March

31, 2020

As on/for the

Financial Year

ended March

31, 2019

As on/for the

Financial Year

ended March

31, 2018

Networth (attributable to owners) 2,069,676.96 2,169,346.54 2,027,639.98

Total Equity 2,247,805.08 2,350,408.64 2,183,699.95

Total Debt 1,155,231.42 1,070,346.47 1,042,418.81

of which

- Non Current Maturities of Long Term Borrowing

720,833.99 521,679.62 531,090.85

- Short Term Borrowing 315,745.21 493,323.02 462,211.54

- Current Maturities of Long Term Borrowing

118,652.22 55,343.83 49,116.42

Net Fixed Assets* 3,134,877.08 2,853,587.81 2,707,327.88

Non-Current Assets 4,231,759.71 4,060,633.02 3,851,736.93

Cash and Cash Equivalents 47,805.62 38,221.12 25,120.88



64

Other bank balances 9,235.32 9,975.45 25,507.53

Current Investments 53,448.62 50,837.67 49,993.82

Current Assets 807,220.99 871,957.08 723,726.30

Current Liabilities 1,176,608.02 1,294,896.90 1,169,657.09

Net Sales 3,968,029.11 4,216,258.54 3,227,057.66

EBITDA 606,768.65 825,488.38 643,571.94

EBIT 340,419.84 588,451.35 412,452.89

Interest 69,997.73 58,367.25 49,990.43

Profit After Tax 115,601.48 339,380.08 260,679.86

Dividend Amounts** 72,488.41 96,407.25 79,205.90

Current Ratio 0.69:1 0.67:1 0.62:1

Interest Coverage Ratio 4.86 10.08 8.25

Gross Debt / Equity Ratio 0.51:1 0.46:1 0.48:1

Debt Service Coverage Ratio 0.53 0.77 0.62

* Includes intangible assets, capital work in progress and intangible assets under development.

** Amount of dividend accounted during the respective Financial Year - attributable towards parent. Note: Restated figures of Balance Sheet as on Financial Year ended March 31, 2019 and March 31, 2018 and statement of profit and loss for the Financial Year ended March 31, 2019.

12.3 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, MARCH 31, 2019, MARCH 31 2018 AND AUDITORS QUALIFICATIONS, IF ANY. Audited financial statements (standalone and consolidated) for the Financial Years ended March 31, 2020, 2019 and 2018 are attached as Annexure IV to the Draft Disclosure Document. The auditors have not made any adverse remarks or qualifications on their reports on the financial statements of the Issuer for the last 3 (three) years.

12.4 AUDITED CASH FLOW STATEMENT FOR THE THREE YEARS IMMEDIATELY

PRECEEDING THE DATE OF THE ISSUE OF THE DRAFT DISCLOSURE DOCUMENT

Attached as Annexure IV to the Draft Disclosure Document.

12.5 PROFITS OF THE ISSUER, BEFORE AND AFTER MAKING PROVISION FOR TAX, FOR

THE THREE FINANCIAL YEARS IMMEDIATELY PRECEDING THE DATE OF THE


Attached as Annexure IV to the Draft Disclosure Document.

12.6 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 set out below

Financial Year 2018-19 No change

Financial Year 2017-18 No change

In the Financial Year 2019-20, in accordance with Ind AS 8 ‘Accounting Policies, Changes in Accounting

Estimates and Errors’ and Ind AS 1 ‘Presentation of Financial Statements’, the Issuer has retrospectively

restated its balance sheet as at March 31, 2019 and April 1, 2018 (beginning of the preceding period) and

statement of profit and loss for the Financial Year ended March 31, 2019 for the reasons as stated below.

12.6.1 Pursuant to the amendment in Ind AS 20 ‘Accounting for Government Grants and Disclosure of

Government Assistance’ vide Companies (Indian Accounting Standards) Second Amendment

Rules, 2018, the Issuer has now opted to recognize the non-monetary government grant at

nominal value. Accordingly the Issuer has changed the accounting policy of recognizing the

non-monetary government grant from fair value to nominal value as it accord better presentation

with certain broad concepts of accounting, viz. more accurate reflection of assets and liabilities,

better matching of costs and revenues, more accurate allocation of costs of physical assets and



65

therefore provides reliable and more relevant information about the effects of transactions and

conditions on the entity’s financial position, financial performance and cash flows.

This change in accounting policy has resulted in reversal of carrying value of assets received in

earlier years as non-monetary grant and recognized at fair value with corresponding reversal of

liabilities.

12.6.2 During the Financial Year 2019-20 based on the opinion of the ‘Expert Advisory Committee’ of the Institute of Chartered Accountants of India, the Issuer has changed the accounting policy on

accounting of excess decommissioning provision written back where by any change in the

present value of the estimated decommissioning provision other than the periodic unwinding of

discount is adjusted to the decommissioning provision and to the carrying amount of the related

asset. In case reversal of decommissioning provision exceeds the carrying amount of the related

asset including written down value (“WDV”) of the capitalized portion of decommissioning

provision in the carrying amount of related asset (as against the WDV of capitalized component

of decommissioning provision of the related asset done hitherto), the excess amount is

recognized in the statement of profit and loss.

This change in accounting policy has resulted in decrease in carrying value of oil and gas asset,

valuation of inventory, excess decommissioning provision written back, change in inventory of finished goods, and depletion expenditure in earlier Financial Years.

12.6.3 Certain changes have also been made in the ‘Significant Accounting Policy’ and other minor

improvements / changes in some polices for improved disclosures, understandability and clarity. However, such changes have no impact on the ‘Standalone Ind AS’ financial statements.

12.7 RECONCILIATION OF FINANCIAL STATEMENT LINE ITEMS WHICH ARE

RETROSPECTIVELY RESTATED

Reconciliation of financial statement line items which are retrospectively restated are as under (to the extent practicable):

12.7.1 Reconciliation of restated items of balance sheet as at March 31, 2019 and April 01, 2018

(Rs. in million)

Particulars As at March 31, 2019 As at April 1, 2018

As previously

reported

Adjustment As restated As previously

reported

Adjustment As restated

Oil and Gas Assets 1,143,385.36 (22,207.79) 1,121,177.57 1,102,648.35 (19,185.29) 1,083,463.06

Other Property, Plant

and Equipment 99,061.28 (2,626.14) 96,435.14 92,507.13 - 92,507.13

Capital work in

progress - Oil and gas

facilities in progress

97,498.02 - 97,498.02 91,367.07 (7,156.89) 84,210.18

Non-current tax assets

(net) 94,253.77 18.64 94,272.41 99,463.66 19.44 99,483.10

Inventories 77,491.65 (452.40) 77,039.25 66,889.08 (515.01) 66,374.07

Others 1,510,658.04 - 1,510,658.04 1,459,406.49 - 1,459,406.49

Total assets 3,022,348.12 (25,267.69) 2,997,080.43 2,912,281.78 (26,837.75) 2,885,444.03

Other equity 1,967,024.01 (12,029.81) 1,954,994.20 1,869,680.49 (12,517.91) 1,857,162.58

Deferred tax

liabilities (net) 280,703.80 (6,442.72) 274,261.08 262,591.57 (6,704.11) 255,887.46

Other non-current

liabilities 7,121.30 (6,795.16) 326.14 7,949.35 (7,615.73) 333.62

Others 767,499.01 - 767,499.01 772,060.37 - 772,060.37

Total equity and

liabilities 3,022,348.12 (25,267.69) 2,997,080.43 2,912,281.78 (26,837.75) 2,885,444.03



66

12.7.2 Reconciliation of restated items of statement of profit and loss for the Financial Year ended March 31, 2019

(Rs. in million)

Particulars As previously reported Adjustment As restated

Other income 75,190.08 (2,537.46) 72,652.62

Changes in inventories of finished goods, stock-in-trade

and work in progress (1,662.69) (2.27) (1,664.96)

Production, transportation, selling and distribution

expenditure 496,219.58 (60.34) 496,159.24

Depreciation, depletion, amortisation and impairment 157,786.22 (3,225.14) 154,561.08

Total tax expense 132,382.36 262.18 132,644.54

Profit for the year 267,157.89 488.11 267,646.00

Total comprehensive income for the year 249,170.28 488.11 249,658.39

Earning Per Share

Basic and diluted (in Rs,) 20.86 0.04 20.90

12.7.3 Reconciliation of statement of cash flows for the Financial Year ended March 31, 2019 (Rs. in million)

Particulars As previously reported Adjustment As restated

Net Profit after tax 267,157.89 488.11 267,646.00

Income tax expense 132,382.36 262.18 132,644.54

Depreciation, Depletion, Amortisation and Impairment 157,786.22 (3,225.14) 154,561.08

Excess provision written back (9,167.05) 1,716.88 (7,450.17)

Amortization of Government Grant 828.74 (820.58) 8.16

Operating Profit before Working Capital Changes 600,302.98 (1,578.55) 598,724.43

Inventories (11,553.07) (62.61) (11,615.68)

Trade payable and other liabilities 19,619.99 1,482.37 21,102.36

12.8 NOTES

12.8.1 On change in accounting policy as per paragraph 12.6.1 above, has resulted in decrease in of

carrying value of Capital work in Progress by ₹ 7,156.89 Million received in earlier Financial

Years as non-monetary grant and consequent reversal of other non- current liabilities-Deferred

Government Grant by ₹ 7,615.73 Million and reduction in inventory of store and spares by ₹

458.84 Million as at April 1, 2018.

12.8.2 On change in accounting policy as per paragraph 12.6.2 above, for the period pertaining to

Financial Years prior to Financial Year 2018-19 has resulted in decrease in Gross Value of Oil

& Gas Assets by ₹26,631.99 Million and consequent reduction in accumulated depletion by ₹

7,446.70 Million as at April 1, 2018 (reduction in WDV of Oil & Gas Assets by ₹19,185.29

Million as at April 1, 2018). The decrease in depletion has also resulted in decrease in value of

inventory of Finished and Semi -finished goods by ₹ 56.17 Million as at April 1, 2018. This has

resulted in total decrease in other equity by ₹ 19,241.46 Million as at April 1, 2018.

12.8.3 In the Financial Year 2018-19, the change in accounting policy as per paragraph 12.6.1 above

resulted is a reduction in Other Property Plant and equipment by ₹ 2,846.59 Million as at March

31, 2019 and consequent reduction is depreciation ₹ 220.45 for the Financial Year 2018-19. Further there is also a decrease in Gross Value of Oil & Gas Assets by ₹ 4,310.30 Million and

consequent reduction in depletion expenditure by ₹ 539.78 Million. There is also a reduction in

inventory of Stores and Spares by ₹ 398.50 Million as at March 31, 2019. The total reduction in

assets has a corresponding reversal of non- current liabilities -Deferred Government Grant by ₹

6,795.16 Million.

Further, for the Financial Year 2018-19, the change in accounting policy as per paragraph 12.6.2

above there is a decrease in Oil & Gas Assets by ₹ 1,716.88 Million and consequent reduction

in depletion expenditure by ₹ 2,464.90 Million (total reduction in WDV of Oil & Gas Assets by

₹22,207.79 Million as at March 31, 2019 including ₹ 19,185.29 Million as at April 1, 2018). The

decrease in depletion has also resulted in decrease in value of inventory of Finished and Semi -finished goods by ₹ 53.90 Million as at March 31, 2019. This has resulted in total decrease in

other equity by ₹18,491.18 Million for the Financial Year ended March 31, 2019.



67

12.8.4 For the Financial Year 2018-19, the change in accounting policy as per paragraph 12.6.1 above

has resulted in decrease in other income – miscellaneous receipts by ₹ 820.58 Million and the

change in accounting policy as per paragraph 12.6.2 above has also resulted in decrease in other

income – excess decommissioning provision written back by ₹ 1,716.88 Million. Further due to

reduction in the value of opening and closing inventories of Finished/Semi Finished Goods there

is a decrease in Change inventories of Finished/Semi Finished Goods in Stock in Trade and work

in progress by ₹ 2.27 Million. There is also a reduction in Production, transportation, selling and distribution expenditure - Consumption of Raw materials, Stores and Spares by ₹ 60.34 Million

due to change in accounting policy as per paragraph 12.6.1 above.

12.8.5 On change in accounting policy as per paragraph 12.6.1 above and as per paragraph 12.6.2 above,

for the period pertaining to the Financial Years prior to Financial Year 2018-19 has resulted an

increase in Non-current tax assets (net) by ₹ 19.44 Million and decreased in Deferred tax

liabilities (net) by ₹ 6,704.11 Million. This has resulted in total increase in other equity by ₹

6,723.55 Million as at April 1, 2018.

Further, for the Financial Year 2018-19, the change in accounting policy as per paragraph 12.6.1

above and as per paragraph 12.6.2 above there is decrease in Non-current tax assets (net) by ₹

0.80 Million (net increase in Non-current tax assets (net) by ₹ 18.64 Million as at March 31, 2019 including ₹ 19.44 Million as at April 1, 2018) and there is increase in Deferred tax liabilities

(net) by ₹ 261.39 Million (net decrease in Deferred tax liabilities (net) by ₹ 6,442.72 Million as

at March 31, 2019 including ₹ 6,704.11 Million as at April 1, 2018). This has resulted in total

increase in other equity by ₹ 6,461.36 Million as at March 31, 2019.

12.8.6 There is a change in the tax expenses by ₹ 262.18 Million due to the restatement of the Statement

of Profit and Loss for the Financial Year 2018-19.

12.8.7 Further there is an increase in profit after tax for the previous year by ₹ 488.11 Million and

consequently there is an increase in Earning per Share from ₹ 20.86 per share to ₹ 20.90 per

share.

12.8.8 For the Financial Year 2018-19 the change in accounting policy as per paragraph 12.6.1 above

has resulted cumulative impact of ₹ 1,482.36 Million in trade payable and other liabilities on

account of decrease in other Non-current liabilities -Amortization of Government Grant by ₹

1,641.16 Million. Further there is an increase on account of regrouping (other than restatement)

by ₹ 158.80 Million in trade payable and other liabilities.

12.9 GROSS DEBT EQUITY RATIO AS ON MARCH 31, 2020

Particulars Standalone basis Consolidated basis

Before the issue of debt securities 0.07 : 1 0.51 : 1

After the issue of debt securities 0.08 : 1 0.52 : 1

The gross debt to equity above have been calculated on the basis of the audited financial statements as at

March 31, 2020. Before the issuance of Debentures, the debt to equity is considered on the basis of numbers as at March 31, 2020. The gross debt to equity ratio, after the issuance of Debentures have been

calculated on the basis that the total amount of debentures of Rs. 15,000 Million (i.e. Rs. 10,000 Million

in the proposed Issue + Rs. 5,000 Million in the ONGC 2025 Series I issue) have been issued and allotted.

The impact of other new borrowings or redemptions or repayment of indebtedness, as well as accretions

to surplus and reserves after March 31, 2020 have not been taken into account in the above calculations.



68

12.10 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:

(Rs in Million, except per share data) Particulars Financial Year

2019-20

Financial Year

2018-19

Financial

Year 2017-18

Face value of Equity Shares (₹ per share) 5.00 5.00 5.00

Interim dividend on Equity Shares (₹ per share) 5.00 6.25 5.25

Final dividend of Equity Shares (₹ per share) - 0.75 1.35

Total dividend on Equity Shares(₹ in Million) 62,901.40 88,062.02 84,699.47

Dividend tax paid on dividend (₹ in Million) 12,014.48 15,082.16 13,158.51

12.11 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 9.95






69

SECTION XIII

FINANCIAL INDEBTEDNESS OF THE ISSUER

13.1 FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of the Issuer’s significant outstanding borrowings as on June 30, 2020,

on a standalone basis, together with a brief description of certain significant terms of such financing

arrangements.

13.2 DETAILS OF SECURED LOAN FACILITIES AS ON JUNE 30, 2020

The Issuer has not availed of any secured loan facilities as on June 30, 2020.

13.3 DETAILS OF UNSECURED LOAN FACILITIES AS ON JUNE 30, 2020

(Rs. in Million) Lender’s Name Type of Facility Amount

Sanctioned

Principal

Amount

Outstanding

Repayment Date or

Schedule

Security

State Bank of

India

Foreign currency

non-resident

(borrowings)

(FCNR (B)) (US$

450 Million)

33,979.47 33,979.47 Upto December, 26, 2020 NIL

Punjab National

Bank

Foreign currency

term loan (US$ 126

Million)


Punjab National

Bank

Foreign currency

term loan (US$ 250

Million)


Bank of India Foreign currency

loan (US$ 300

Million)

22,652.99 22,652.99 Upto January 29, 2021

(with rollover due on July

30, 2020)

NIL

State Bank of

India

Cash credit /

working capital loan

/ commercial Paper

30,520.53 NIL Upto December, 17, 2020 NIL

IDBI Bank

Limited

Short term working

capital loan

5,000.00 5,000.00 Upto July, 31, 2020 NIL

Punjab National

Bank

Line of credit 6,608.35 Nil Not Applicable NIL

HDFC Bank

Limited

Short term working

capital loan

35,000.00 15,370.00 Upto July, 31, 2020 NIL

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.

13.5 LIST OF TOP 10 DEBENTUREHOLDERS AS ON JUNE 30, 2020

The Issuer has not issued any non-convertible debentures as on June 30, 2020.

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 details of corporate guarantees given for subsidiary, joint venture entity are as follows:

Name of counterparty on behalf of whom

corporate guarantee is issued

Nature Amount Outstanding (Rs. In Million)

ONGC Videsh Limited Financial guarantee 439,096.21

Mangalore Refinery and Petrochemical Limited Financial guarantee 1,756.13

ONGC Videsh Limited Performance guarantee 9,302.83



70

The details of back stopping support / letter of comfort given for subsidiary, joint venture entity are as follows:

Name of counterparty on behalf of whom

corporate guarantee is issued Nature Amount Outstanding (Rs. In Million)

ONGC Mangalore Petrochemical Limited Backstopping support for

compulsory convertible

debenture

4,900.00

ONGC Petro addition Limited Backstopping support for


debenture

77,780.00

ONGC Petro addition Limited Backstopping support for


debenture – interest

accrued

4,557.40

ONGC Petro addition Limited Letter of comfort against

term loan 65,000.00

ONGC Petro addition Limited Letter of comfort against

non - convertible

debenture

30,000.00

13.7 DETAILS OF COMMERCIAL PAPER. THE TOTAL FACE VALUE OF COMMERCIAL

PAPERS OUTSTANDING AS ON JUNE 30, 2020

Maturity Date Amount Outstanding (Rs. In Million) (Face Value)

July 24, 2020 10,000.00

July 17, 2020 5,000.00

August 11, 2020 5,000.00

August 14, 2020 5,000.00

August 25, 2020 5,000.00

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

Party

Name (in

case of

Facility) /

Instrument

Name

Type of

Facility /

Instrument

Amount

Sanctioned

/ Issued

Principal

Amount

Outstanding

(Amount in

Rs. Million)

Repayment

Date /

Schedule

Credit Rating

Secured /

Unsecured

Security

Foreign

Currency

Bond

Senior

Unsecured

US$ 300

Million

Rs. 22,653.00

December

05, 2029

Baa3 (Negative) by

Moody’s Investor

Services and BBB-

(Stable) by S&P

Global Ratings

Unsecured Not

Applicable

13.9 DETAILS OF ALL DEFAULTS AND/OR DELAY IN PAYMENTS OF INTEREST AND

PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER

FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE

ISSUER, IN THE PAST 5 YEARS, UP TO JUNE 30, 2020

As at June 30, 2020, the Issuer confirms that there has been no delay or default in payments of principal or

interest liabilities on any term loans, debt securities and other financial indebtedness including corporate

guarantees in the past 5 (five) years. 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.



71

13.10 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

Except as set out below, as on June 30, 2020, there are no outstanding borrowings or Debt Securities taken

or issued by the Issuer for a consideration other than cash, whether in whole or in part, at a premium or

discount or in pursuance of an option.

The Issuer has issued commercial papers at a discount and outstanding as on June 30, 2020 as under:

Maturity Date (Face Value) (Rs. In Million)

July 24, 2020 10,000.00

July 17, 2020 5,000.00

August 11, 2020 5,000.00

August 14, 2020 5,000.00

August 25, 2020 5,000.00




72

SECTION XV

SUMMARY TERM SHEET

Oil and Natural Gas Corporation Limited proposes to raise Debentures with Base Issue Size of Rs. 375 Crores (Rupees Three Hundred and Seventy Five Crores only) with Green Shoe Option to retain oversubscription up to

Rs. 625 Crores (Rupees Six Hundred and Twenty Five Crores only) with aggregate issue size being Rs.1,000

Crores (Rupees One Thousand Crores only). The subscription of the Green Shoe Option is exclusively reserved

for the BHARAT Bond ETF by the Issuer.

Security Name [●]% ONGC 2031 Series II

Issuer Oil and Natural Gas Corporation Limited

Type of Instrument Unsecured, listed, redeemable, non-cumulative, taxable, non-convertible debentures

Nature of Instrument Unsecured

Seniority Unsecured unsubordinated debentures

Mode of Issue Private placement

Eligible Investors 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:

• 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.

2. Other investors that are not QIBs, and are specifically mapped by the Issuer to this

Issue on the BSE EBP Platform.

All investors are required to comply with the relevant regulations/ guidelines applicable

to them for investing in this Issue.

Listing Proposed to be listed on BSE Limited (“BSE”)

Rating of the

Instrument

‘[ICRA] AAA (Stable)’ by ICRA and ‘IND AAA/Stable’ by IRRPL.

Base Issue Size Rs. 375 Crores. In accordance with (i) SEBI letter number

SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019 received vide DIPAM

OM No. 3/2/2018-DIPAM-II (Vol. V) dated December 18, 2019, and (ii) SEBI letter

number SEBI/DDHS/NK/OW/P/2020/10735 dated June 01, 2020 and communication

of DIPAM with reference number DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII) dated

June 05, 2020, the base issue size is Rs. 375 Crore, i.e 37.50% of the total issue amount

of Rs. 1,000 Crore.



73

Option to retain

oversubscription (Amount)

Up to Rs. 625 Crores. The subscription of the Green Shoe Option is exclusively reserved

for the BHARAT Bond ETF by the Issuer.

Overall Issue Size Base Issue Size of Rs. 375 Crores with Green Shoe Option of upto Rs. 625 Crores.

Objects of the Issue The funds raised through the Issue of Debentures shall be utilized for the purpose of

capital expenditure or working capital requirement or refinancing of existing loans or

other general corporate purposes.

The Issue proceeds shall be utilized in course of our normal business activities and shall

not be utilized in contravention of the regulations, guidelines, or circulars issued by the

RBI, SEBI, RoC or the Stock Exchange(s).

Coupon Rate / Coupon

/ Interest Rate /

Interest

[●]% per annum

Step Up Coupon/

Interest Rate

N.A.

Step Down Coupon /

Interest Rate

N.A.

Coupon Payment

Frequency / Interest

Payment Frequency

Annual

Coupon Payment Date

/ Interest Payment

Date

First Interest payment on August 11, 2021, and then on August 11 every year, and the

accrued Interest on the last Interest payment on April 11, 2031 along with Redemption

Amount.

Coupon / Interest

Type

Fixed

Coupon / Interest

Reset

N.A.

Day Count Basis Interest shall be computed on an “actual/actual basis” in accordance with SEBI circular

No CIR/IMD/DF-1/122/2016 dated November 11, 2016.

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 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.

Default Interest Rate In case of default in payment of Interest and/or Redemption Amount on due dates, the

Issuer shall pay additional interest of 2.00% per annum over the Interest Rate payable on the Bonds, on such amounts due, for the defaulting period i.e. the period

commencing from and including the date on which such amount becomes due and upto

but excluding the date on which such amount is actually paid.

Tenor 10 years and 8 months from the Deemed Date of Allotment.

Redemption Date The Debentures shall be redeemed at par on Friday, April 11, 2031.

Redemption Amount Rs. 1,000,000 (Rupees Ten Lakhs) per Debenture payable on the Redemption Date.

Redemption Premium

/ Discount

Nil

Issue Premium /

Discount

Nil

Issue Price Rs.10 Lakh per Debenture.



74

Discount at which

security is issued and the effective yield as a

result of such

discount.

Nil

Put Option Date N.A.

Put Option Price N.A.

Call Option Date N.A.

Call Option Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs.10 Lakh per Debenture.

Minimum Application

and in multiples of

Debt Securities

thereafter

Application must be for a minimum size of Rs.10 Lakh (1 Debenture) and in multiple

of Rs.10 Lakh (1 Debentures) thereafter.

Bidding Date August 7, 2020

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay In Date

4. Deemed Date of

Allotment

August 7, 2020

August 7, 2020

August 11, 2020

August 11, 2020

Settlement Cycle T+2 days (‘T’ being the bidding date as set out above).

Issuance mode of the

Instrument

In dematerialized mode.

Trading mode of the

Instrument

In dematerialized mode.

Settlement mode of

the Instrument

Payment of Interest and Redemption Amount shall be made by way of cheque(s)/

warrant(s)/ demand draft(s)/direct credit/ RTGS/ ECS/ NEFT or any other electronic mode.

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

(India) Limited (CDSL).

Holiday Convention If the Interest Payment Date falls on a holiday, the payment of Interest up to original

scheduled date, will be made on the following working day, however the dates of the

future Interest payments will be in accordance with the schedule originally stipulated at

the time of issuing the security.

If the Redemption Date (also being the last Interest Payment Date) of the Debentures

falls on a day that is not a Business Day, the Redemption Amount shall be paid by the

Issuer on the immediately preceding Business Day along with Interest accrued on the

Debentures until but excluding the date of such payment.

It is clarified that Interest and/or Redemption Amount with respect to the Debentures

shall be made only on the days when the money market is functioning in Mumbai.

If the Record Date falls on a day which is not a Business Day, the immediately

succeeding Business Day will be considered as the Record Date.

Record Date 15 (fifteen) days prior to each Interest Payment Date or Redemption Date.

Security The Debentures are unsecured.



75

Reissuance and

consolidation

The Issuer shall have right to reissue or consolidate the Debentures under the present

Issue in accordance with applicable law.

Transaction

Documents

The Issuer has executed/ shall execute the documents including but not limited to the

following in connection with the Issue:

1. Certified true copy of the Board Resolution

2. Letter appointing Debenture Trustee to the Debenture Holders;

3. Debenture trustee agreement;

4. Debenture trust deed;

5. Rating letters from ICRA dated July 17, 2020 and IRRPL dated July 23, 2020;

6. Tripartite agreement between the Issuer, Registrar and NSDL for issue of

Debentures in dematerialized form;

7. Tripartite agreement between the Issuer, Registrar and CDSL for issue of

Debentures in dematerialized form;

8. Letter appointing the Registrar;

9. Application made to BSE for seeking in-principle approval for listing of

Debentures.

Conditions precedent

to subscription of

Debentures

The subscription from investors shall be accepted for Allocation and Allotment by the

Issuer subject to the following:

1. Rating letters from ICRA and IRRPL not being more than one month old from the

Issue Opening Date;

2. Seek a written consent letter from the Debenture Trustee conveying their consent

to act as Debenture Trustee for the Debenture Holders; and 3. Making an application to BSE for seeking their in-principle approval for listing of

Debentures.

Conditions

subsequent to

subscription of Debentures

The Issuer shall ensure that the following documents are executed / activities are

completed in accordance with the time frame provided under applicable law / the

transaction documents: 1. Maintaining a complete record of private placement offers in Form PAS-5;

2. Filing a return of allotment of Debentures with complete list of all Debenture

Holders in Form PAS-3 under Section 42(8) of the Companies Act, 2013, with the

Registrar of Companies, National Capital Territory of Delhi and Haryana within

15 (fifteen) days of the Deemed Date of Allotment along with fee;

3. Credit of demat account(s) of the allottee(s) by number of Debentures allotted

within the stipulated time period from the Deemed Date of Allotment;

4. Making listing application to BSE within 15 (fifteen) days from the Deemed Date

of Allotment of the Debentures and seeking listing permission within 20 (twenty)

days from the Deemed Date of Allotment of the Debentures; and

5. Executing the debenture trust deed, in favour of the Trustee within 90 (ninety) days

of Deemed Date of Allotment of the Debentures and submission of the debenture trust deed with BSE within 5 (five) working days of execution of the same for

uploading on their website. Further, the Issuer shall perform all activities, whether

mandatory or otherwise, as mentioned elsewhere in the Draft Disclosure

Document.

Additional Covenants 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% per annum

over the respective Coupon Rate from the expiry of 30 (thirty) days from the Deemed

Date of Allotment till the listing of Debentures to the Debentureholder(s).

Delay in execution of Trust Deed: If the issuer fails to execute the trust deed within three months of the closure of the issue, penal interest of 2% (two percent) per annum

to the debenture holders, over and above the agreed coupon rate, till the execution of

the trust deed.



76

Events of Default As specified in the Debenture Trust Deed.

Remedies As mentioned in the Debenture Trust Deed.

Cross Default Not Applicable.

Debenture Trustee IDBI Trusteeship Services Limited.

Registrar Alankit Assignments Limited.

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 the Issuer in regard to timely

payment of Interest and Redemption Amount and shall take necessary action at the cost

of the Issuer. No Debenture Holder shall be entitled to proceed directly against the

Issuer unless the Debenture Trustee, having become so bound to proceed, fail to do so.

Pricing Mechanism In accordance with the SEBI Letter no. SEBI/DDHS/TD/OW/P/2019/32928/1 dated

December 11, 2019 received vide DIPAM OM No. 3/2/2018-DIPAM-II (Vol. V) dated

December 18, 2019, the Base Issue Size is Rs. 375 Crores, being 37.50% of the total issue

amount i.e. Rs. 1,000 Crores. The green shoe option of Rs. 625 Crores shall be exclusively

reserved for the BHARAT Bond ETF at the same cut off yield of the Base Issue Size.

The price for the Base Issue Size of Rs. 375 Crores shall be discovered in a transparent

manner on the BSE Bond-EBP Platform. After discovery of price for the Base Issue Size,

the same price will be applicable to the green shoe option which is reserved for BHARAT

Bond ETF.

Further, there is no restriction on BHARAT Bond ETF to participate in bidding for the Base

Issue Size on the BSE Bond-EBP Platform.

All other provisions as per SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated

January 05, 2018 and SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 shall be applicable.

Further, this Issue is the ‘[●]% ONGC 2031 Series II’ of ONGC and is the NFO

participation by the Issuer in accordance with the SEBI letter

SEBI/DDHS/NK/OW/P/2020/10735 dated June 01, 2020 and communication of DIPAM

dated June 05, 2020, DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII), wherein SEBI has

approved the special bidding arrangement to be applicable for further NFO under BHARAT

Bond ETF in following manner:

i. The special bidding arrangement shall be available to all issuers for next 5 NFO’s of

BHARAT Bond ETF.

ii. In case of FFO, if any new issuer is participating in an already existing ETF for the first time, through an FFO by the ETF, the special bidding shall also be available only

to that new issuer subject to maximum of total of 5 FFO’s by BHARAT Bond ETF.

iii. The method of calculation of minimum base issue size shall remain unchanged and

the green shoe option shall be reserved only for the BHARAT Bond ETF as

mentioned in the SEBI Letter no. SEBI/DDHS/TD/OW/P/2019/32928/1 dated

December 11, 2019.

Mode of Subscription Successful Eligible Investors are required 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 and

into the relevant designated bank account. 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 Eligible Investor, the payment will be returned back. Payment should

be made by the deadline specified by the BSE. Successful Eligible Investor should do

the funds pay-in to the bank accounts of the clearing corporation of BSE as further set

out under “Particulars of the Offer’ Section of the Draft Disclosure Document.

Settlement

Mechanism

Through clearing corporation of BSE.

Allocation Option Uniform yield



77

Illustration of Cash Flows for the Debentures

Issuer Oil and Natural Gas Corporation Limited

Face Value (per security) Rs.10,00,000/-

Date of Allotment August 11, 2020

Tenor 10 years and 8 months from the Deemed Date of Allotment.

Coupon / Interest Rate [●]% per annum

Frequency of the Interest Payment

with specified dates

Annual. First Interest payment on August 11, 2021, and then on August 11 every year, and the accrued Interest on the last Interest payment on April 11, 2031 along with Redemption Amount.

Day Count Convention Actual / Actual

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 Redemption Amount 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 Redemption Amount shall be made by way of cheque(s) or demand draft(s) or RTGS or NEFT mechanism.


Bidding type Closed bidding

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 courts

of New Delhi.

Date of Board

Resolution

January 19, 2018.

Date of Shareholder

Resolution

The Issuer is not required to pass a shareholder resolution under the Companies Act, as

it is not breaching the limit under Section 180 of the Companies Act.



78

SECTION XVI

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 Draft Disclosure Document. The Debentures

being offered pursuant to the Draft Disclosure Document 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 Issue is in accordance with the SEBI letter no. SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019

received vide DIPAM OM No. 3/2/2018-DIPAM-II (Vol. V) dated December 18, 2019, pursuant to which the

Base Issue Size of Rs. 375 Crore (Rupees Three Hundred and Seventy Five Crores only) for the Debentures (being

37.5% of Rs. 1,000 Crores). The Green Shoe Option of Rs. 625 Crores (Rupees Six Hundred and Twenty Five

Crores only), shall be exclusively reserved for the BHARAT Bond ETF at the same cut off yield of the Base Issue

Size for the Debentures.

The price for Base Issue Size of the Debentures is Rs. 375 Crore (Rupees Three Hundred and Seventy Five Crores

only), and shall be discovered in a transparent manner on the BSE Bond-EBP Platform. After discovery of price for the Base Issue Size the same price will be applicable to the green shoe option which is reserved for the

BHARAT Bond ETF by the Issuer.

Further, there is no restriction on the BHARAT Bond ETF to participate in bidding for the Base Issue Size on the

BSE Bond-EBP Platform.

All other provisions in accordance with SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05,

2018 and SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 shall be applicable.

Further, this Issue is the ‘[●]% ONGC 2031 Series II’ of ONGC and is the NFO participation by the Issuer in

accordance with the SEBI letter SEBI/DDHS/NK/OW/P/2020/10735 dated June 1, 2020 and communication of DIPAM dated June 5, 2020, DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII), wherein SEBI has approved the special

bidding arrangement to be applicable for further NFO under BHARAT Bond ETF in following manner:

i. The special bidding arrangement shall be available to all issuers for next 5 NFO’s of BHARAT Bond

ETF.

ii. In case of FFO, if any new issuer is participating in an already existing ETF for the first time, through an

FFO by the BHARAT Bond ETF, the special bidding shall also be available only to that new issuer subject

to maximum of total of 5 FFO’s by BHARAT Bond ETF.

iii. The method of calculation of minimum base issue size shall remain unchanged and the green shoe option

shall be reserved only for the BHARAT Bond ETF as mentioned in the SEBI letter no.

SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019.

The Draft Disclosure 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 and the Draft Disclosure Document 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 Eligible Investors acceptable to the

Issuer in accordance with the Companies Act.

15.1 GENERAL ISSUE RELATED INFORMATION

Eligibility for the Issue

The present Issue of Debentures is being made pursuant to the resolution passed by the Board of Directors of the

Issuer on January 19, 2018, and delegation provided thereunder.



79

The Issuer is not required to pass a shareholder resolution under the Companies Act, as it is not breaching the limit

under Section 180 of the Companies Act.

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

NIL

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 March 5, 2016 between the Issuer, NSDL and the Registrar.

(ii) Tripartite agreement dated March 2, 2016 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 set out under the Draft Disclosure Document. The Debenture Holder will have the right to convert the dematerialized Debentures into physical form in accordance with applicable law.

Debenture Redemption Reserve

Pursuant to the SCD Rules, and as on the date of the Draft Disclosure Document, the Issuer is not required to create

DRR for the purposes of redemption of Debentures.

15.2 ISSUE PROCESS

Who Can Apply

The 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 Draft Disclosure Document and any other information supplied in connection with the Draft Disclosure

Document 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 DRAFT DISCLOSURE DOCUMENT ARE

MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED

TO INVEST IN ACCORDANCE WITH EXTANT LAWS, RULES, REGULATIONS, OR GUIDELINES.



80

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.

Documents to be provided by Eligible Investors

In order to be able to bid under the BSE EPB 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.

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 EPB 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 EPB - 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

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 Investor.

(ii) Cancellation of Bid

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

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 Investors / same Investors. Arranger to the Issue can put

multiple bids for same 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.



81

(iv) Manner of Bidding

The Issue will be through closed bidding on the BSE EBP platform in line with the BSE EBP Guidelines

and the SEBI EBP Circulars.

(v) Manner of Allotment

The allotment will be done on uniform yield basis in line with the BSE EBP Guidelines and the SEBI

EBP Circulars.

(vi) Manner of Settlement

Settlement of the Issue will be done through ICCL and the account details are given in the section on

Payment Mechanism of this Disclosure Document.

(vii) Settlement Cycle

The process of pay-in of funds by investors and pay-out to Issuer will be done on T+2 day, where T is the

Issue Closing Date.

(viii) Offer or Issue of executed private placement offer letter and Application Forms 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 required to complete and submit the Application Form to the

Issuer in order to accept the offer of the Debentures.

No person other than the successful Eligible Investors to whom the Disclosure Document has been issued

by Issuer may apply for the Issue through the Disclosure Document and any application form received

from a person other than those specifically addressed will be invalid.

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 EPB 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

EPB 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.

(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



82

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) An Eligible Investor 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 EPB Platform, the estimated cut-off yield shall be mandatorily

disclosed by the BSE EPB 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 EPB Platform. The disclosure of estimated cut off

yield by the BSE EPB 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 EPB 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 Rate

The Interest rate will be decided based on bids received on the BSE EPB 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.

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 EPB Platform. Post receipt of details of the successful Eligible Investors, the Issuer will upload the final allocation file on the BSE EPB 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

Payment of subscription money for the Debentures should be made by the successful Eligible Investor as notified

by the Issuer (to whom the Issuer has issued given the offer by issue of a serially numbered and specifically

addressed Disclosure Document). Successful Eligible Investors should do the funds pay-in to the account of ICCL

(“Designated Bank Account”). The Designated Bank Account information shall be displayed in the front end of

BSE EBP Platform and the same shall also be available in the obligation file downloaded to Eligible Investors.

Successful Eligible Investors must do the subscription amount payment to ICCL’s Designated Bank Account on

or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful Eligible Investors should ensure to make

payment of the subscription amount for the Debentures from their same bank account which is updated by them in



83

the BSE EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE EBP

Platform and the bank account from which payment is done by the successful Eligible Investor, the payment would

be returned.

Note: In the event of failure of any successful Eligible Investor to complete the funds pay-in by the Pay-in Time

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

the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to the successful Eligible

Investor. 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 INSTRUCTION SLIP/INSTRUCTION SLIP FOR

TRANSFER OF FUNDS.

Applications not completed in the manner required are liable to be rejected.

The Date of subscription shall be the date of realisation of proceeds of subscription money in the Designated Bank

Account, as listed above.

All successful Eligible Investors 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 Eligible Investor, category of the successful Eligible Investor(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.

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 the event the Issue is withdrawn by

the Issuer in accordance with the Operational Guidelines.



84

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 authorised individual pursuant to the delegation provided by Board of Director resolution dated January 19, 2018) 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 Draft Disclosure

Document. 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.

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% 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.



85

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 the 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 Draft Disclosure Document. The Issuer undertakes that it shall use a

common form or procedure for transfer of the Debentures issued under the terms of the Draft Disclosure

Document, 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, 1996 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.

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.



86

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 rates in accordance with the term sheet (subject to deduction of

tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961 (as amended) or any other statutory modification or re-enactment thereof for which a certificate will be issued by the

Issuer) on the outstanding principal amount of Debentures until final redemption.

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/redemption

with respect to debentures, interest/redemption payments shall be made only on the days when the money market

is functioning in Mumbai.

Record Date

The Record Date is the date falling 15 (fifteen) days prior to the relevant Interest Payment Date or the Redemption

Date, as the case may be, on which any interest amount or principal 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 repayment of principal 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.



87

Settlement or Payment on Redemption

Payment on redemption will be made by way of cheque(s), redemption warrants(s), demand draft(s) or credit

through RTGS system or NEFT system or ECS 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.

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 principal

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 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 Debenture Holders 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.



88

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.

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, listed, redeemable, non-cumulative, taxable, non-convertible 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 principal 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 treasury management group at the head office of the Issuer at [email protected].




89

SECTION XXIV

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 2.00 p.m. on any working day 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 June 23, 1993.

3. Consent Letter issued by Registrar dated July 14, 2020.

4. Credit rating letter issued by ICRA dated July 17, 2020.

5. Credit rating letter issued by IRRPL dated July 23, 2020.

6. Auditor’s report and standalone financial statements for the Financial Year March 31, 2020, March 31, 2019

and March 31, 2018.

7. Annual report of the Issuer for the last three Financial Years.

8. Board resolution dated January 19, 2018, authorizing issue of Debentures offered on private placement basis.

9. Letter of consent from the Debenture Trustee dated July 14, 2020 for acting as Debenture Trustee for and on

behalf of the Debenture Holders. 10. Debenture Trustee Agreement dated August 5, 2020, between the Issuer and the Debenture Trustee.

11. Letter from BSE conveying its in-principle approval for listing of Debentures.

12. Tripartite agreement between the Issuer, NSDL and Registrar for issue of Debentures in dematerialized form.

13. Tripartite agreement between the Issuer, CDSL and Registrar for issue of Debentures in dematerialized form.

14. Uniform Listing Agreement with the BSE.

15. SEBI letter number SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019 received vide DIPAM

OM No. 3/2/2018-DIPAM-II (Vol. V) dated December 18, 2019.

16. SEBI letter number SEBI/DDHS/NK/OW/P/2020/10735 dated June 01, 2020 and communication of DIPAM

with reference number DIPAM F. No 3/2/2018-DIPAM-II (Vol. VII) dated June 05, 2020.




91

SECTION XXVI

ANNEXURES

A. CONSENT LETTER OF DEBENTURE TRUSTEE

Annexed as Annexure – I

B. CREDIT RATING LETTERS OF ICRA AND IRRPL

Annexed as Annexure - II

C. COPY OF BOARD RESOLUTION DATED JANUARY 19, 2018

Annexed as Annexure – III

D. 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 FINANCIAL YEARS ENDED MARCH

31, 2020, MARCH 31, 2019, MARCH 31, 2018 AND AUDITORS QUALIFICATIONS, IF ANY

Annexed as Annexure – IV


DRAFT DISCLOSURE DOCUMENT (PRIVATE AND CONFIDENTIAL) FOR ADDRESSEE ONLY THE DRAFT DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS

ANNEXURE I

CONSENT LETTER OF DEBENTURE TRUSTEE

No. 16812-A/ITSL/OPR/ CL/20-21/DEB/331

Date: July 14, 2020

Oil And Natural Gas Corporation Limited

GGM(F&A)- Chief Commercial and Head Treasury,

3rd Floor, A-Wing, Deendayal Urja Bhavan,

5, Nelson Mandela Marg, Vasant Kunj,

New Delhi-110070

Kind Attn: Mr. A. K. Chaturvedi

Dear Sir,

Subject: Consent to act as Debenture Trustee for the proposed issue of Unsecured, Listed, Rated, Redeemable

Non-Convertible Debentures by Oil And Natural Gas Corporation Limited aggregating upto Rs. 5000 crores

during the financial year 2020-21

This is with reference to your e-mail dated 11th July, 2020 regarding appointment of IDBI Trusteeship Services Limited as

Debenture Trustee for the proposed issue of Unsecured, Listed, Rated, Redeemable, Non- Convertible Debentures aggregating

upto Rs. 5000 crores during the financial year 2020-21. In this connection, we confirm our acceptance of the assignment.

We are agreeable for inclusion of our name as trustees in the Disclosure document/ listing application/ any other document

to be filed with the Stock Exchange(s) subject to the following conditions.

1) The Company hereby agree and undertake to execute, the Debenture Trust Deed/ Debenture Trustee Agreement and

other necessary documents on such terms and conditions as agreed by the Debenture holders and disclose in the

Information Memorandum or Disclosure Document as approved by the Debenture Trustee, within a period as agreed by

us in the Information Memorandum or Disclosure Document.

2) The Company hereby agree & undertake to pay to the Debenture Trustees so long as they hold the office of the Debenture

Trustee, remuneration as mutually agreed for their services as Debenture Trustee in addition to all legal, traveling and

other costs, charges and expenses which the Debenture Trustee or their officers, employees or agents may incur in relation

to execution of the Debenture Trust Deed and all other Documents affecting the Security till the monies in respect of the

Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in all respects, have been

complied with.

3) The Company hereby agree & undertake to comply with the provisions of SEBI (Debenture Trustees) Regulations, 1993,

SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI Circular No. SEBI/IMD/DOF-1/Bond/2009/11/05 dated

11/05/2009 on Simplified Listing Agreement for Debt Securities read with the SEBI Circular No. SEBI/IMD/DOF-

1/BOND/Cir-5/2009 dated the 26th November, 2009, the new Companies Act, 2013 and other applicable provisions and

agree to furnish to Trustees such information in terms the same on regular basis

Looking forward to a fruitful association with you and assuring you of our best services at all times.

Yours faithfully,

For IDBI Trusteeship Services Limited

____________________________

(Authorized Signatory)


ANNEXURE II

CREDIT RATING LETTERS

ICRA Limited

Ref: D/RAT/2020-21/O-4/5 Date: July 17, 2020

Mr Atul Chaturvedi Group Head Treasury Chief Commercial and Head Treasury Oil and Natural Gas Corporation Limited 3rd Floor, A-wing, Deendayal Urja Bhawan 5, Nelson Mandela Marg, Vasant Kunj New Delhi- 110070

Dear Sir,

Re: ICRA Credit Rating for the Rs. 5000.0 crore Non-Convertible Debenture (NCD)

program of Oil and Natural Gas Corporation limited Please refer to the Rating Agreement dated July 8, 2020 and RRF No. DEL/2020-21/83 dated July 8, 2020 executed between ICRA Limited (“ICRA”) and your company for carrying out the rating of the aforesaid NCD. The Rating Committee of ICRA, after due consideration, has assigned a [ICRA]AAA (pronounced ICRA triple A) rating to the captioned NCD program of your company. Instruments with this rating are considered to have the very strong degree of safety regarding timely payment of financial obligation. Such instruments carry lowest credit risk. The outlook on the long-term rating is Stable.

In any of your publicity material or other document wherever you are using the above assigned rating, it should be stated as [ICRA]AAA (Stable). We would request if you can sign attached acknowledgement and send it to us latest by July 22, 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.

ICRA Limited

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.

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

Sabyasachi Majumdar Senior Vice President [email protected]

Mr. Atul Kumar ChaturvediGGM (F&A), Chief Commercial and Head TreasuryOil and Natural Gas Corporation Limited3rd Floor, Tower-A, Deendayal Urja Bhavan5, Nelson Mandela Marg, Vasant Kunj,New Delhi-110 070

July 23, 2020

Dear Sir/Madam,

Re: Rating Letter for Non-Convertible Debentures Ratings of Oil and Natural Gas Corporation Limited

India Ratings and Research (Ind-Ra) has assigned Oil and Natural Gas Limited (ONGC) a Long-Term Issuer Rating of ‘IND AAA’. The Outlook is Stable. The instrument-wise ratingactions is as follows:

Instrument Type Size of Issue (billion) Rating/Outlook Rating Action

Non-convertible debenture programme* INR50 IND AAA/Stable Assigned

* Yet to be issued

In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other sources India Ratings believes to be credible.India Ratings conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of thatinformation from independent sources, to the extent such sources are available for a given security.

The manner of India Ratings' factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, therequirements and practices in India where the rated security is offered and sold, the availability and nature of relevant public information, access to the management of the issuer and itsadvisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions andother reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction ofthe issuer, and a variety of other factors.

Users of India Ratings’ ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India Ratings relies onin connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to India Ratings and to themarket in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements andattorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot beverified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued oraffirmed.

India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website of its criteria and methodologies for securities ofa given type. The criteria and methodology used to determine a rating action are those in effect at the time the rating action is taken, which for public ratings is the date of the relatedrating action commentary. Each rating action commentary provides information about the criteria and methodology used to arrive at the stated rating, which may differ from the generalcriteria and methodology for the applicable security type posted on the website at a given time. For this reason, you should always consult the applicable rating action commentary for themost accurate information on the basis of any given public rating.

Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating. Therefore, ratings are the collective work product of India Ratingsand no individual, or group of individuals, is solely responsible for a rating. All India Ratings reports have shared authorship. Individuals identified in an India Ratings report were involvedin, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only.

Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investmentstrategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for aparticular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan orsecurity. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarialservices. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings ratings to be important information, and India Ratings notes thatyou are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors.

It will be important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to be appropriate. Ratings may be raised, lowered,withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or the inadequacy of information or for any other reason India Ratings deems sufficient.

Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between India Ratings and you or between India Ratings and any user of the ratings.

In this letter, “India Ratings” means India Ratings & Research Pvt. Ltd. and any successor in interest.

Devendra PantSenior Director

We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please contact the undersigned at +91 22 4000 1700.

Sincerely,

India Ratings

Oil and Natural Gas Corporation Limited 23-July-2020


ANNEXURE III

BOARD RESOLUTION


ANNEXURE IV

PART A

STANDALONE FINANCIAL STATEMENTS FOR EACH OF THE FINANCIAL YEARS ENDED

MARCH 31, 2020, MARCH 31, 2019 AND MARCH 31, 2018

ÍËÞØßÍØ ÕËÓßÎ

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÍËÞØßÍØ ÕËÓßÎ ÜÒæ ½ã×Òô ±ãÐ»®±²¿´ô °±¬¿´Ý±¼»ãïïððçêô ¬ãÜ»´¸·ô îòëòìòîðã¿ëê¾»è½¿ð¿êïççð»ìº¿éëïè»éï¼êï»ºé»çííðê»éì¿ííëçìðè½êìíîð¼éí¿ì¾ì½ëô »®·¿´Ò«³¾»®ãé½¾ç¼êº¾¼ç¼ïíºê¼é¿½çì»¾èçêº¾ë»ï¿èì¼¾½î¼ëç¼»ëçððçêðçðëêð¾ìëçïíîº¾ô ½²ãÍËÞØßÍØ ÕËÓßÎ Ü¿¬»æ îðîðòðêòíð ïëæððæïì õðëùíðù

ÍßÒÜÛÛÐ ÕËÓßÎ ÍßÉßÎ×ß

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÍßÒÜÛÛÐ ÕËÓßÎ ÍßÉßÎ×ß Ü¿¬»æ îðîðòðêòíð ïëæîéæìè õðëùíðù

ÒßÎÛÒÜÎß ÕØßÒÜßÔ

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÒßÎÛÒÜÎß ÕØßÒÜßÔ Ü¿¬»æ îðîðòðêòíð ïëæëêæíë õðëùíðù

ÎßÒÙßÎßÖßÒ ÎßÙØßÊßÒ ×ÇÛÒÙßÎ

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÎßÒÙßÎßÖßÒ ÎßÙØßÊßÒ ×ÇÛÒÙßÎ Ü¿¬»æ îðîðòðêòíð ïêæðéæîí õðëùíðù

Î¿¶»² Î¿¬¿²· ß¸¿®

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ Î¿¶»² Î¿¬¿²· ß¸¿® Ü¿¬»æ îðîðòðêòíð ïêæîçæìî õðëùíðù

Ê×ÕßÍ ÙËÐÌß

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ Ê×ÕßÍ ÙËÐÌß Ü¿¬»æ îðîðòðêòíð ïêæíêæïç õðëùíðù

ÐßÒÕßÖ ÍØßÎÓß

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÐßÒÕßÖ ÍØßÎÓß Ü¿¬»æ îðîðòðêòíð ïêæîðæíë õðëùíðù

SI.

No.

I II

Ill

IV

V

VI

VII

VIII

IX

X

XI

XII

XIII XIV

*

OIL AND NATURAL GAS CORPORATION LIMITED

CIN No. L74899DL1993GOI054155 Regd.Office: Plot No. 5A- 5B, Nelson Mandela Road, Vasant Kunj, New Delhi, South West Delhi - 110070

Tel: 011-26754002, Fax: 011-26129091, E-mail: [email protected]

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 3151

MARCH, 2019

(? in Crore unless otherwise stated)

Financial results for

Particulars Quarter ended Quarter ended Quarter ended Year ended Year ended

31.03.2019 31.12.2018 31.03.2018 31.03.2019 31.03.2018

Audited Unaudited Audited Audited Audited

Revenue from operations 26,758.46 27,694.09 23,969.83 109,654.55 85,004.10 Other income 2,250.28 2,224.62 3,733.71 7,519.01 7,883.55 Total income (1+11) 29,008.74 29,918.71 27,703.54 117,173.56 92,887.65

EXPENSES

Cost of materials consumed* 626.81 579.03 417.39 2,223.83 1,209.22 Purchase of stock-in-trade Chanqes in inventories of finished qoods, stock-in-trade and work in proqress 30.22 25.13 (12.43) (166.27) (63.02) Employee benefits expense** 782.82 677.50 747.88 2,706.12 2,503.02 Statutory levies 7,187.87 5,973.23 5,764.00 26,500.42 20,098.34 Exploration costs written off

a. Survey Costs 946.54 285.94 565.69 1,851.39 1,480.07 b. Exploratory well Costs 2,678.79 2,388.42 2,470.18 6,905.48 5,551.73

Finance costs 533.68 580.73 594.17 2,492.14 1,508.47 Depreciation, depletion, amortisation and impairment 4,883.04 3,477.37 3,245.45 15,778.62 14,470.17 Other expenses 5,759.72 3,868.37 5,670.75 18,927.80 17,237.18 Total expenses (IV) 23,429.49 17,855.72 19,463.08 77,219.53 63,995.18

Profit before exceptional items and tax (Ill-IV) 5,579.25 12,062.99 8,240.46 39,954.03 28,892.47

Exceptional items

Profit before tax (V+VI) 5,579.25 12,062.99 8,240.46 39,954.03 28,892.47

Tax expense: (a) Current tax relatinq to:

- current year 1,219.00 3,231.00 1,313.00 11,142.00 6,354.92 - earlier years 0.18 0.05 0.23 (221.80)

(b) Deferred tax 315.47 569.24 1,012.34 2,096.01 2,814.09 Total tax expense (VIII) 1,534.65 3,800.29 2,325.34 13,238.24 8,947.21

Profit for the period (VII-VIII) 4,044.60 8,262.70 5,915.12 26,715.79 19,945.26

Other comprehensive income (OCI)

(a) Items that will not be reclassified to profit or loss

(i) Re-measurement of the defined benefit obliqations (763.60) 98.11 (39.62) (452.88) (136.82) - Deferred Tax 266.83 (34.29) 15.86 158.25 49.50

(ii) Equity instruments throuqh other comprehensive income 3,312.25 (2,383.31) (2,866.53) (1,630.66) (1,764.04) - Deferred Tax (254 72) 169.40 (1,331.35) 126.53 (1,331.35)

Total other comprehensive income (X) 2,560.76 (2,150.09) (4,221.64) (1,798.76) (3,182.71)

Total comprehensive income for the period (IX+X) 6,605.36 6,112.61 1,693.48 24,917.03 16,762.55

Paid-up Equity Share Capital (Face value of ? 5/- each) 6,290.15 6,416.63 6,416.63 6,290.15 6,416.63

Other equity 196,702.40 186,968.05 Earninqs Per Share (Face value of ? 5/- each) - not annualised#

(a) Basic(?) 3.18 6.44 4.61 20.86 15.54 (b) Diluted(?) 3.18 6.44 4.61 20.86 15.54

** . . .

OIL AND NATURAL GAS CORPORATION LIMITED CIN No. L74899DL1993GOI054155

Regd.Office : Plot No. 5A- 5B, Nelson Mandela Road, Vasant Kunj, New Delhi, South West Delhi - 110070


STATEMENT OF STANDALONE AUDITED ASSETS & LIABILITIES AS AT 315T

MARCH, 2019

Particulars

I. ASSETS (1) Non-current assets

(a) Property, Plant and Equipment (i) Oil and Gas Assets

(ii) Other Property, Plant and Equipment

(b) Capital work in progress(i) Oil and Gas Assets

1) Development wells in progress

2) Oil and gas facilities in progress

(ii) Others

(c) Intangible assets(d) Intangible assets under development

(i) Exploratory wells in progress

(e) Financial assets(i) Investments

(ii) Loans

(iii) Deposits under site restoration fund

(iv) Others

(f) Non-current tax assets (net) (g) Other non-current assetsTotal non- current assets

(2) Current assets (a) Inventories

(b) Financial assets(i) Trade receivables(ii) Cash and cash equivalents

(iii) Other bank balances

(iv) Loans

(v) Others

(c) Other current assets

Sub-total current assetsAssets classified as held for sale

Total current assets Total assets

II. EQUITY AND LIABILITIES

EQUITY (a) Equity share capital

(b) Other equity

Total equity

LIABILITIES (1) Non-current liabilities

(a) Financial liabilities (i) Finance lease obligation

(ii) Others

(b) Provisions

(c) Deferred tax liabilities (net)

(d) Other non-current liabilities

Total non- current liabilities

(2) Current liabilities (a) Financial liabilities

(i) Borrowings

(ii) Trade payables - to micro and small enterprises

- to other than micro and small enterprises

(iii) Finance lease obligation

(iv) Others(b) Other current liabilities

(c) Provisions

(d) Current tax liabilities (net)

Total current liabilities

As at March 31 2019

Audited

114,338.54

9,906.13

3,996.11

9,749.80

1,777.63

174.46

19,526.69

84,881.53

1,046.12

18,092.61

264.86

9,425.38

664.60

273 844.46

7,749.17

8,439.96

17.98

486.08

633.93

4,617.48

6,330.31

28 274.91 115.44

28 390.35 302 234.81

6,290.15

196,702.40

202 992.55

38.29

79.84

23,624.74

28,070.38

712.13

52 525.38

21,593.57

� in Crore As at

March 31 2018 Audited

110,264.83

9,250.71

2,245.18

9,136.71

2,163.18

112.86

21,838.53

85,730.80

2,133.47

15,991.20

164.66

9,946.37

733.13

269 711.63

6,688.91

7,772.64

29.60

983.10

1,402.11

3,041.81

1,598.38

21 516.55

21 516.55 291 228.18

6,416.63

186,968.05

193 384.68

38.29

111.09

21,301.84

26,259.16

794.93

48 505.31

25,592.21

SI. No.

1

2

3

4

OIL AND NATURAL GAS CORPORATION LIMITED GIN No. L74899DL 1993GOI054155

Regd.Office : Plot No. 5A- 58, Nelson Mandela Road, Vasant Kunj, New Delhi, South West Delhi - 110070


SEGMENT WISE REVENUE, RESULTS, ASSETS & LIABILITIES

Particulars Quarter ended Quarter ended Quarter ended

31.03.2019 31.12.2018 31.03.2018

Audited Unaudited Audited Segment Revenue

Revenue from Operations

a) Offshore 16,978.52 18,955.86 16,077.79

b) Onshore 9,779.94 8,738.23 7,892.04

Total 26,758.46 27,694.09 23,969.83

Less: Inter Segment Operating Revenue - - -Revenue from operations 26,758.46 27,694.09 23,969.83 Segment Result Profit(+)/Loss(-) before tax and interest from each segment

a) Offshore 4,480.90 8,089.32 4,811.59

b) Onshore 462.14 3,258.42 1,544.48

Total 4,943.04 11,347.74 6,356.07 Less:

i. Finance Cost 533.68 580.73 594.17

ii. Other unallocable expenditure net of unallocable income. (1,169.89) (1,295.98) (2,478.56)

Profit before Tax 5,579.25 12,062.99 8,240.46 Segment Assets a) Offshore 126,086.26 125,051.18 121,420.98

b) Onshore 63,800.43 60,173.13 55,346.50

c) Other Unallocated 112,348.12 108,093.88 114,460.70

Total 302,234.81 293,318.19 291,228.18 Segment Liabilities a) Offshore 31,007.56 30,054.25 30,017.14

b) Onshore 12,877.00 11,343.34 10,923.98


Total 99,242.26 83,530.57 97,843.50

Note:- Above segment information has been classified based on Geographical Segment.

(fin Crore)

Year ended Year ended 31.03.2019 31.03.2018

Audited Audited

73,015.47 58,179.17

36,639.08 26,824.93

109,654.55 85,004.10 - -

109,654.55 85,004.10

31,028.95 22,165.27

8,494.00 3,959.12

39,522.95 26,124.39

2,492.14 1,508.47

(2,923.22) (4,276.55)

39,954.03 28,892.47

126,086.26 121,420.98

63,800.43 55,346.50

112,348.12 114,460.70

302,234.81 291,228.18

31,007.56 30,017.14

12,877.00 10,923.98

55,357.70 56,902.38

99,242.26 _97,843.50

�

Notes:

1. The above standalone financial results of the Company for the quarter and year ended March31, 2019 have been reviewed and recommended by the Audit Committee held on May 30,2019 and approved by the Board of Directors in its meeting held on the same date.

2. The audited accounts are subject to review by the Comptroller and Auditor General of Indiaunder section 143(6) of the Companies Act, 2013.

3. The figures for the quarter ended March 31, 2019 are the balancing figures between auditedfigures in respect of the full financial year and the reviewed year-to-date figures upto the thirdquarter of the financial year.

4. The Company, with 40% Participating Interest (PI), is a Joint Operator in Panna-Mukta andMid and South Tapti Fields alongwith Reliance Industries Limited (RIL) and BG Explorationand Production India Limited (BGEPIL) each having 30% PI, (all three together referred to as"Contractors") signed two Production sharing Contracts (PS Cs) with Government of India(Union of India) on December 22, 1994 for a period of 25 years. In December 2010, RIL &BGEPIL (JV Partners) invoked an international arbitration proceeding against the Union ofIndia in respect of certain disputes, differences and claims arising out of and in connectionwith both the PSCs pursuant to the provisions of Article 33 of the PSCs and UNCITRALRules, 1976. The Ministry of Petroleum and Natural Gas (MoP&NG), vide their letter datedJuly 4, 2011, had directed the Company not to participate in the arbitration initiated by the JVPartners. MoP&NG has also stated that in case of an arbitral award, the same will beapplicable to the Company also as a constituent of the contractor for both the PS Cs.

Directorate General of Hydrocarbons (DGH), vide letters dated May 25, 2017 had informedthe Company that on October 12, 2016, a Final Partial Award (FPA) was pronounced by theTribunal in the said arbitrations. However, details of proceedings of the FPA are not availablewith the Company. DGH, vide their letter dated May 25, 2017 and June 4, 2018, marked tothe Contractors, had directed the payment of differential Government of India share of ProfitPetroleum and Royalty alleged to be payable by Contractors pursuant to Governmentsinterpretation of the FPA ( 40% share of the Company amounting to US$ 1,624.05million, including interest upto November 30, 2016) equivalent to � 11,240 Crore @ �69 .21( closing rate as on March 31, 2019). In response to the letters of DGH, the JV partners ( with acopy marked to all Joint Venture Partners) had stated that demand of DGH was premature asthe FP A did not make any money award in favour of Government of India, sincequantification of liabilities were to be determined during the final proceedings of thearbitration. Further the award had also been challenged before the English Commercial Court(London High Court). Based on the above facts, the Company had also responded to theletters of DGH stating that pending the finality of the order, the amount due and payable bythe Company was not quantifiable. In the view of the Company, any changes approved, ifany, for increase in the Cost Recovery Limit (CRL) by the Management Committee (MC) asper the term of the PS Cs the liability to DGH would potentially reduce.

�/'

The English Court has delivered its final verdict on May 2, 2018 following which the ArbitralTribunal re-considered some of its earlier findings from the 2016 FP A (Revised Award). TheGovernment of India, BGEPIL and RIL have challenged parts of the Revised Award.

In January 2018, the Company along with the JV partners has filed an application with MC for increase in CRL in terms of the PSCs. The application has been rejected by MC. Pursuant to the rejection, the JV partners have filed a claim with Arbitral Tribunal.

DGH vide letter dated January 14, 2019 has advised to the contractors to re-cast the accounts

for Panna-Mukta and Mid and South Tapti Fields for the year 2017-18. Pending finalization of

the decision of the Arbitral Tribunal, the JV partners and the Company have indicated in their

letters to DGH that the final recasting of the accounts is premature and the issues raised by

DGH may be kept in abeyance.

Pending finality by Arbitration Tribunal on various issues raised above, re-casting of the

financial statements and final quantification of liabilities, no provision has been accounted in

the financial statements. The demand raised by DGH, amounting to US$ 1,624.05 million

equivalent to < 11,240 Crore has been considered as contingent liability.

5. The Company had received demand orders from Service Tax Department at various work

centres on account of Service Tax on Royalty, appeals against such orders have been filed

before Tribunal. The Company had also obtained legal opinion as per which the Service

Tax/GST on Royalty is not applicable. Meanwhile, the Company also received demand order

dated January 1, 2019 on account of GST on Royalty in the State of Rajasthan against which

the Company filed writ (4919/2019) before Hon'ble High Court of Rajasthan. The Hon'ble

High Court of Rajasthan heard the matter on April 3, 2019 and issued notice to Department

with a direction that no coercive action shall be taken against the Company for recovery till

next date of hearing on April 16, 2019 deferred to May 9, 2019 and further deferred to July

16, 2019. The Company also filed writ of mandamus before Hon'ble High Court of Madras

seeking stay on the levy of GST on royalty. The Hon'ble High Court of Madras heard the

matter on April 3, 2019 and the Department has been allowed to file counter submission and

to finalize the representation (under-protest letter) given by Company to the Department. The

total estimated amount (including penalty and interest up to March 31, 2019) works out

towards Service Tax is < 3,862 Crore and GST is < 3,796 Crore. Since the Company is

contesting the demand, it has been considered as contingent liability. Further, as an abundant

caution, the Company has deposited Service Tax and GST along-with interest under-protest

amounting to< 1,373 Crore and< 2,807 Crore respectively.

6. During the quarter and year ended March 31, 2019 the Company has migrated from

classification of Reserves under SPE-1997 guidelines to Petroleum Resource Management

System (PRMS) for estimating the reserves as on March 31, 2019. Consequent to its

implementation, there is a shift in ultimate reserves to contingent resource category. As a

result of this change there is an increase in depletion and impairment expenditure by < 591

Crore and < 178 Crore respectively during the quarter and year ended March 31, 2019. The

amount of the effect in the future years is not disclosed because estimating it is impracticable.

7. In February 2019, consequent to the approval of the Board of Directors in its meeting held on

December 20, 2018 the Company has completed buyback of 25,29,55,974 number of fully

8. The Board of Directors has recommended a final dividend of� 0.75 per share (15%) which

works out to � 943.52 Crore over and above the interim dividend of� 6.25 per share (125%)

in two phases(� 5.25 and � 1.00 per share).

9. The Financial Results have been audited by the Statutory Auditors as required under

Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015.

The Statutory Auditors have issued unmodified opinion on the Standalone Financial Results

for the year ended March 31, 2019.

10. Previous period's figures have been regrouped by the Company, wherever necessary, to

conform to current period's grouping.

Place: New Delhi

Date: 30th

May, 2019

By order of the Board

�� Director (Finance)

OIL AND NATURAL GAS CORPORATION LIMITED CIN No, L74899DL1993GOI054155

Regd.Office: Deendayal Urja Bhawan, 5, Nelson Mandela Marg, Vasant Kunj, New Delhi-110 070 Tel: 011-26754002, Fax: 011-26129091, E-mail: [email protected]

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2018 (? In Crore unless othorwlso stated)

Financial results for

SI. Particulars Quarter ended Quarter ended Quarter ended

No. 31.03.2018 31.12.2017 31.03.2017

Audited Unaudited Audltod

I Revenue from operations 23,969.83 22,995.88 21,714.02 II Other income 3,733.71 1,179.06 4,647.76 Ill Total Income (1+11) 27,703.54 24,174.94 26,361.78

IV EXPENSES Cost of materials consumed" 417.39 301.32 616.43 Purchase of stock-In-trade - - -

Changes In Inventories of finished goods, stock-In-trade and work in progress (12.43) (4.50) 20.79 Employee benefits expense·· 747.88 639.44 918.56 Statutory levies 5,764.00 5,343.40 7,492.05 Exploration costs written off

a. Survey Costs 565.69 273.51 830.32 b. Exploratory well Costs 2,470.18 1,332.01 1,352.30

Finance costs 594.17 309.93 320.15 Depreciation. depletion, amortisation and impairment 3,245.45 4,255.88 3,204.83 Other expenses 5,670.75 4,244.00 6,069.25 Total expenses (IV) 19,463.08 16,694.99 20,824.68

V Profit be fore exceptional Items and tax (Ill-IV) 8,240.46 7,479.95 5,537.10 VI Exceptional Items - - -

VII Profit before tax (V+VI} 8,240.46 7,479.95 5,537.10

VIII Tax expense: (a) Current tax relating to:

- current year 1,313.00 1,880.92 155.35 - earlier years - (225.95) (120.40)

(bl Deferred tax 1,012.34 810.31 1,161.97 Total tax expense (VIII) 2,325.34 2,465.28 1,196.92

IX Profit for the period (VII-VIII} 5,915.12 5,014.67 4,340.18

X Other comprehensive Income (OCI) (a) Items that will not be reclassified to profit or loss

(I) Re-measurement of the defined benefit obligations (39.62) (24.81) (113.41) - Deferred Tax 15.86 8.59 39.25

(ii) Equity instruments through other comprehensive income (2,866.53) (140.66) 4,533.76 - Deferred Tax (1,331.35) - -

Total other comprehensive Income (X} (4,221.64} (156.88) 4,459.60

XI Total comprehensive Income for the period (IX+X) 1,693.48 4,857.79 8,799.78

XII Paid-up EqultY Share Capital (Face value of� 5/- each) 6,416.63 6,416.63 6,416.63 XIII Other equity XIV Earnings Per Share (Face value of� 5/- each) - not annualised

(a) Basic({) 4.61 3.91 3.38 (b) DilU1ed �) 4,61 3.91 3.38

. -Represents consumption of raw materials and stores & spares. Employee benefits expense shown above 1s net of allocation to different act1v,t,es .

Year ended Year ended 31.03.2018 31.03.2017

Audited Audited

85,004.10 77,907.73 7,883.55 7,676.34

92,887.65 85,584.07

1,209.22 1,655.62 - 2.60

(63.02) (132.84) 2,503.02 2,398.66

20,098.34 20,865.69

1,480.07 1,754.90 5,551.73 3,299.56 1,508.47 1,221.74

14,470.17 12,189.54 17,237.18 17,113.09 63,995.18 60,368.56

28,892.47 25,215.51 - -

28,892.47 25,215.51

6,354.92 4,810.00 (221.80) (518,54) 2,814.09 3,024.08 8,947.21 7,315.54

19,945.26 17,899.97

(136.82) (456.95) 49,50 158.14

(1,764.04) 13,615.88 (1,331.35) (3,182.71) 13,317.07

16,762.55 31,217.04

6,416.63 6,416.63 186,968.05 179.121.75

15.54 13.95 15.54 13.95

I.

(1)

(2)

II.

(1)

(2)

OIL AND NATURAL GAS CORPORATION LIMITED CIN No. L74899DL 1993GOI054155

Regd.Office : Deendayal Urja Bhawan, 5, Nelson Mandela Marg, Vasant Kunj, New Delhi-110 070


STATEMENT OF STANDALONE AUDITED ASSETS & LIABILITIES AS AT 315r MARCH, 2018 ('{ in Crorel

As at As at Particulars March 31 2018 March 31 2017

Audited Audited

ASSETS

Non-current assets

(a) Property, Plant and Equipment

(i) Oil and Gas Assets 110,264.83 95,531.23

(ii) Other Property, Plant and Equipment 9,250.71 9,187.48 (b) Capital work in progress

(i) Oil and Gas Assets1) Development wells in progress 2,245.18 3,235.63 2) Oil and gas facilities in progress 9,136.71 8,701.48

(ii) Others 2,163.18 3,845.70

(c) Intangible assets 112.86 88.34

(d) Intangible assets under development(i) Exploratory wells in progress 21,838.53 19,173.09

(e) Financial assets (i) Investments 85,730.80 50,515.42

(ii) L_oans 2,133.47 2,807.11 (iii) Deposits under site restoration fund 15,991.20 14,538.69 (iv) Others 164.66 141.80

(f) Non-current tax assets (net). 9,946.37 8,776.33

(g) Other non-current assets 733.13 799.91 Total non- current assets 269 711.63 217 342.21

Current assets

(a) Inventories 6,688.91 6,165.32

(b) Financial assets

(i) Investments - 3,634.33

(ii) Trade receivables 7,772.64 6,476.21

(iii) Cash and cash equivalents 29.60 42.66 (iv) Other bank balances 983.10 9,468.12

(v) Loans 1,402.11 1,426.95 (vi) Others 3,041.81 1,134.67

(c) Other current assets 1,598.38 1,559.02 Total current assets 21 516.55 29 907.28

Total assets 291 228.18 247 249.49

EQUITY AND LIABILITIES EQUITY (a) Equity share capital 6,416.63 6,416.63

(b) Other equity 186,968.05 179,121.75 Total equity 193 384.68 185 538.38

LIABILITIES Non-current liabilities (a) Financial liabilities

(i) Finance lease obligation 38.29 38.29

(ii) Others 111.09 220.00

(b) Provisions 21,301.84 19,285.29

(c) Deferred tax liabilities (net) 26,259.16 22,163.21

(d) Other non-current liabilities 771.26 770.86 Total non- current liabilities 48 481.64 42 477.65

Current liabilities

(a) Financial liabilities

(i) Borrowings 25,592.21 .

(ii) Trade payables 7,334.55 5,154.80 (iii) Finance lease obligation 3.50 3.50

(iv) Others 12,247.76 9,493.36

(b) Other current liabilities 2,289.32 1,836.12

(c) Provisions 1,258.19 2,132.78

(d) Current tax liabilities (net) 636.33 612.90 Total current liabilities 49 361.86 19 233.46 Total liabilities 97 843.50 61 711.11 Total eauitv and liabilities 291 228.18 247 249.49

SI.

No.

1

2

3

4


CIN No. L74899DL1993GOI054155 Regd.Office: Deendayal Urja Bhawan, 5, Nelson Mandela Marg, Vasant Kunj, New Delhi-110 070


SEGMENT WISE REVENUE, RES UL TS, ASSETS & LIABILITIES

Quarter ended Quarter ended Quarter ended Particulars

31.03.2018 31.12.2017 31.03.2017

Audited Unaudited Audited

Segment Revenue

Revenue from Operations

a) Offshore 16,077.79 15,920.99 14,984.38 b) Onshore 7,892.04 7,074.89 6,729.64

Total 23,969.83 22,995.88 21,714.02

Less: Inter Segment Operating Revenue - - -

Revenue from operations 23,969.83 22,995.88 21,714.02

Segment Result Profit(+)/Loss(-) before tax and interest from each segment

a) Offshore 4,811.59 6,630.78 6,413.87

b) Onshore 1,544.48 766.69 (1,494.85)

Total 6,356.07 7,397.47 4,919.02

Less:

i. Finance Cost 594.17 309.93 320.15

ii. Other unallocable expenditure net of unallocable income. (2,478.56) (392.41) (938.23)

Profit before Tax 8,240.46 7,479.95 5,537.10

Segment Assets

a) Offshore 121,420.98 120,701.18 108,290.28

b) Onshore 55,346.50 52,139.50 49,584.26


Total 291,228.18 263,867.93 247,249.49

Segment Liabilities

a) Offshore 30,017.14 28,554.07 25,073.21

b) Onshore 10,923.98 9,930.26 9,409.33


Total 97,843.50 68,931.90 61,711.11

Note:- Above segment information has been classified based on Geographical Segment.

('{ in Crore)

Year ended Year ended

31.03.2018 31.03.2017

Audited Audited

58,179.17 54,381.44 26,824.93 23,526.29 85,004.10 77,907.73

- -

85,004.10 77,907.73

22,165.27 23,647.63

3,959.12 641.67 26,124.39 24,289.30

1,508.47 1,221.74

(4,276.55) (2,147.95)

28,892.47 25,215.51

121,420.98 108,290.28

55,346.50 49,584.26

114,460.70 89,374.95 291,228.18 247,249.49

30,017.14 25,073.21

10,923.98 9,409.33

56,902.38 27,228.57

97,843.50 61,711.11

Notes:

I. The above standalone financial results of the Company for the quarter and year ended March31, 2018 have been reviewed and recommended by the Audit & Ethics Committee held onMay 30, 2018 and approved by the Board of Directors in its meeting held on the same date.

2. The audited accounts are subject to review. by the Comptroller and Auditor General of Indiaunder section 143(6) of the Companies Act, 2013.

3. The figures for the quarter ended March 31, 2018 are the balancing figures between auditedfigures in respect of the full financial year and the reviewed year-to-date figures upto the thirdquarter of the financial year.

4. (a) The company has acquired 51.11 % shareholding held by the President of India(778,845,375 equity shares of face value'{ 10 per share) in Hindustan Petroleum CorporationLimited (HPCL) on January 31, 2018, at '{ 473.97 per share for a total cash consideration of

'{ 36,915 Crore. By virtue of this investment, HPCL has become a subsidiary of the Company.

(b) Petronet MHB Limited, a joint venture, has been reclassified as a subsidiary during theyear as the Company holds 32.72% ownership interest and its subsidiary HPCL holds 32.72%ownership interest.

5. The Company, with 40% Participating Interest (Pl), is a Joint Operator in Panna-Mukta andMid and South Tapti Fields along with Reliance Industries Limited (RIL) and BG Explorationand Production India Limited (BGEPIL), each having 30% Pl. The Production SharingContracts (PSCs) with respect to Panna-Mukta and Mid and South Tapti contract areas weresigned between the Contractors and Govenm1ent of India on December 22, 1994 for a periodof 25 years. In December 2010, RIL & BGEPIL invoked an arbitration proceeding against theUnion of India in respect of ce1iain disputes, differences and claims arising out of or inconnection with both the PSCs in respect to Paima-Mukta and Mid and South Tapti contractareas pursuant to the provisions of Article 33 of the PSCs and UNCITRAL Rules, 1976.Ministry of Petroleum and Natural Gas (MoP&NG), vide letter dated July 4, 2011, hadadvised the Company not to participate in the arbitration initiated by RIL and BGEPIL underPaima-Mukta & Tapti PSCs. However, in case of an arbitral award, the same will beapplicable to the Company also as a constituent of the contractor for both the PSCs. OnOctober 12, 2016, a Final Partial Award (FPA) was pronounced by the Tribunal in thearbitration matter between RIL, BGEPIL and Union of India. Hov,1ever, details of proceedingsin this regard are not known to the Company since the Company is not a party to thisarbitration. Directorate General of Hydrocarbons (DOH), vide letter dated May 25, 2017marked to all Joint Venture Partners (RIL, BGEPIL & the Company) has asked for paymentof differential 001 share of Profit Petroletnn and Royalty alleged to be payable by contractorpursuant to Governments interpretation of the FPA ( 40% share of the Company amounting toUS$ 1,574.76 million equivalent to '{ l 0,223 Crore including interest upto November 30,2016). However, in response to letter dated May 25, 2017 of DOH, RIL and BGEPIL the JVpartners (with a copy marked to all Joint Venture Partners) had stated that demand of DOH is

premature as the FPA does not make any money award in favour of GOI as quantification of liabilities are to be determined during the final proceedings of the arbitration and the same has been challenged before the English Commercial Court. Further, subsequent to London High Court Orders dated April 16, 2018 and May 2, 2018, DGH vide letter dated May 4, 2018 and May 15, 2018 has asked for re-casting of accounts of the JV and for remitting the respective Pl share of balance dues including interest till the date of remittance. Details of proceedings thereof and the London High Court orders are not known to the company since the company is not a party to the arbitration. In response to the letter of_ DGH, RIL & BGEPIL have responded (with a copy marked to all Joint Venture Partners) that FP A of October 2016 does not make any money av,1ard in favour of the Government. Further it has also been stated by RIL & BGEPIL that the English Comt has upheld challenge 4 of the claimants (RIL & BGEPIL) in relation to "Agreement Case" and held that there had been a serious irregularity in the Award of the Tribunal. Further in the court order of May 2, 2018, the English Court has directed the Tribunal to re-consider the "Agreement Case" and issue a fresh award within tlu·ee months of that date. The "Agreement Case" is closely linked with the Cost recovery limit (CRL) increase application filed by the contractor ,vith the Management Committee and Tribunals re-consideration of this issue necessarily impacts the re-computation of accounts. Re-computation of accounts and consequential determination of any amount due and payable by the contractor (Constituents of the JV including the company) are to be determined during the final stage of the arbitration proceedings after determination of all substantive issues by the Tribunal (including any application for an increase in the Tapti and Panna Mukta CRL and an award on the Agreement Case). The Company has also responded to DGH that as of now, neither the Arbitral Tribunal nor the Court has passed any order or quantified any amount due and payable by the Company. In the circumstances, the demand of DGH from the Company for any sum or interest thereon is premature and not justified. The company has requested DGH to keep the issue in abeyance till finality in the award is achieved.

Pending the final quantification of liabilities by the Arbitration Tribunal, no provision for the same has been considered necessary. However, the same has been considered as contingent liability.

6. During the year, the Company has received show-cause notices at various wqrk centers onaccount of service tax along with interest and penalty, on royalty on Crude oil and Natural gaslevied under Oil Field (Regulation & Development) Act, 1948. The Company has worked outservice tax (including interest) oft 1,983 Crore for the period from Aprill, 2016 to June 30,2017. Further, the Company has worked out GST (including interest) oft 1,432 Crore for theperiod from July 1, 2017 to March 31, 2018. Penalty in respect of the same is not quantifiable.Based on legal opinion obtained by the Company, Service Tax / GST on royalty is notapplicable. The Company is contesting the same at appropriate authorities and accordingly thesame has been shown as contingent liability. However, as an abundant caution, the companyhas deposited Service tax, GST and interest under protest in May, 2018 amounting tot 2,515Crore.


ANNEXURE IV

PART B

CONSOLIDATED FINANCIAL STATEMENTS FOR EACH OF THE FINANCIAL YEARS ENDED

MARCH 31, 2020, MARCH 31, 2019 AND MARCH 31, 2018

Notes: 1. The above consolidated financial results for quarter and year ended March 31, 2020 have been reviewed and

recommended by the Audit Committee and approved by the Board of Directors in their respective meetings held on the June 30, 2020.

2. The audited accounts are subject to review by the Comptroller and Auditor General of India under section 143(6) of the Companies Act, 2013.

3. The figures for the quarter ended March 31, 2020 are the balancing figures between audited figures in respect of the full financial year and the reviewed year-to-date figures upto the third quarter of the financial year post adjustment as detailed in note no. 8.

4. The Consolidated financial results of the Group (the Company and its subsidiaries) have been prepared in

Act, 2013 read with relevant rules issued thereunder.

5. contracts existing on April 1, 2019 using modified retrospective transition method. Accordingly, the comparative information for earlier periods is not restated. On transition, the adoption of the standard resulted in recognition of Right-of-Use assets 15,462 Crore with corresponding lease liabilities amounting to 12,476 Crore as at April 1, 2019. Application of this standard has also resulted in a net decrease in Consolidated Profit before tax of quarter and

443 848 Crore respectively.

6. The Company, with 40% Participating Interest (PI), is a Joint Operator in Panna-Mukta and Mid and South Tapti Fields alongwith Reliance Industries Limited (RIL) and BG Exploration and Production India Limited (BGEPIL) each having 30% PI, (all three together r(PSCs) with Government of India (Union of India) on December 22, 1994 for a period of 25 years. The PSCs for Panna Mukta and Mid & South Tapti have expired on December 21, 2019. In terms of the Panna Mukta Field Asset Handover Agreement, the Contractors of PMT JV are liable for this pre-existing liability.

In December 2010, RIL & BGEPIL (JV Partners) invoked an international arbitration proceeding against the Union of India in respect of certain disputes, differences and claims arising out of and in connection with both the PSCs pursuant to the provisions of Article 33 of the PSCs and UNCITRAL Rules, 1976. The Ministry of Petroleum and Natural Gas (MoP&NG), vide their letter dated July 4, 2011, had directed the Company not to participate in the arbitration initiated by the JV Partners. MoP&NG has also stated that in case of an arbitral award, the same will be applicable to the Company also as a constituent of the Contractor for both the PSCs.

Directorate General of Hydrocarbons (DGH), vide letters dated May 25, 2017 had informed the Company that on October 12, 2016, a Final Partial Award (FPA) was pronounced by the Tribunal in the said arbitrations. However, details of proceedings of the FPA are not available with the Company. DGH, vide their letter dated May 25, 2017 and June 4, 2018, marked to the Contractors, had directed the payment of differential Government of India share of Profit Petroleum and Royalty alleged to be payable by Contractors pursuant to Governments interpretation of the FPA (40% share of the Company amounting to US$ 1,624.05 million, including interest upto November 30, 2016) equivalent to ` 12,258 Crore @ ` 75.48 (closing rate as on March 31, 2020). In response to the letters of DGH, the JV partners (with a copy marked to all Joint Venture Partners) had stated that demand of DGH was premature as the FPA did not make any money award in favour of Government of India, since quantification of liabilities were to be determined during the final proceedings of the arbitration. Further the award had also been challenged before the English Commercial Court (London High Court). Based on the above facts, the Company had also responded to the letters of DGH stating that pending the finality of the order, the amount due and payable by the Company was not quantifiable. In view of the Company, any changes approved, if any, for increase in the Cost Recovery Limit (CRL) by the Management Committee (MC) as per the terms of the PSCs, the liability to DGH, would potentially reduce.

The English Court has delivered its final verdict on May 2, 2018 following which the Arbitral Tribunal re-considered some of its earlier findings from the 2016 FPA (Revised Award). The Government of India, BGEPIL and RIL have challenged parts of the Revised Award.

In January 2018, the Company along with the JV partners has filed an application with MC for increase in CRL in terms of the PSCs. The application has been rejected by MC. Pursuant to the rejection, the JV partners have filed a claim with Arbitral Tribunal.

DGH vide letter dated January 14, 2019 has advised to the contractors to re-cast the accounts for Panna-Mukta and Mid and South Tapti Fields for the year 2017-18. Pending finalization of the decision of the Arbitral Tribunal, the JV partners and the Company have indicated in their letters to DGH that the final recasting of the accounts is premature and the issues raised by DGH may be kept in abeyance.

Pending finality by Arbitration Tribunal on various issues raised above, re-casting of the financial statements and final quantification of liabilities, no provision has been accounted in the financial statements. The demand raised by DGH, amounting to US$ 1,624.05 million equivalent to 12,258 Crore has been considered as contingent liability.

7. The Company had received demand orders from Service Tax Department at various work centres on account of Service Tax on Royalty in respect of Crude Oil and Natural Gas, appeals against such orders have been filed before the Tribunals. The Ahmedabad Tribunal adjourned the matter sine-die vide order dated June 25, 2019, against which the company has filed writ petition before Gujarat High Court. The Company had also obtained legal opinion as per which the Service Tax/GST on Royalty in respect of Crude Oil and Natural Gas is not applicable. Meanwhile, the Company also received demand order dated January 1, 2019 on account of GST on

Department with a direction that no coercive action shall be taken against the Company. The final hearing has not yet taken place.

the levy of GST on royalty. notice to Central Govt. and State Govt. The Central Govt. has filed their counter affidavit on August 26, 2019. The company has filed additional grounds to the writ petition and filed rejoinder to the counter of the Central Govt. before Hon. Madras High Court on January 24, 2020. The date of next hearing is not scheduled as yet.

The total estimated amount (including penalty and interest up to March 31, 2020) towards Service Tax

contingent liability. Further, as an abundant caution, the Company has deposited Service Tax and GST along-with interest under-protest amounti

8. In accordance with Ind AS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' and Ind AS 1 ' Presentation of Financial Statements', the Company has retrospectively restated its Balance Sheet as at March 31, 2019 and April 1, 2018 (beginning of the preceding period) and Statement of Profit and Loss for the year ended March 31, 2019 for the reasons as stated below.

i)Government vide Companies (Indian Accounting Standards) Second Amendment Rules, 2018

recognize the non-monetary government grant at nominal value. Accordingly the Company has changed the accounting policy of recognizing the non-monetary government grant from fair value to nominal value as it accord better presentation with certain broad concepts of accounting, viz. more accurate reflection of assets and liabilities, better matching of costs and revenues, more accurate allocation of costs of physical assets and therefore provides reliable and more

financial performance and cash flows.

This change in accounting policy has resulted in reversal of carrying value of assets received in earlier years as non-monetary grant and recognized at fair value with corresponding reversal of liabilities.

ii) During the year, based on the opinion of Expert Advisory Committee of Institute of Chartered Accountants of India, the Company has changed the accounting policy on accounting of excess decommissioning provision written back where by any change in the present value of the estimated decommissioning

provision other than the periodic unwinding of discount is adjusted to the decommissioning provision and the carrying value of the related asset is adjusted to the carrying amount of related asset.

In case reversal of decommissioning provision exceeds the carrying amount of the related asset including written down value (WDV) of the capitalised portion of decommissioning provision in the carrying amount of related asset (as against the WDV of capitalised component of decommissioning provision of the related asset done hitherto), the excess amount is recognized in the Consolidated Statement of Profit and Loss.

iii) The impact of the said changes in accounting policies on the consolidated financial results (to the extent practicable) are as under:

(` in Crore)Particulars Quarter

ended 31.03.2019

Quarter ended 31.12.2019

Nine months ended 31.12.2019

Year ended 31.03.2019

Assets (2,528.12) (469.65) (469.65) (2,528.12)Liabilities (1,324.26) (703.14) (703.14) (1,324.26)Other Income 141.99 - (1.41) (253.75)Depreciation, Depletion amortization and impairment

(37.38) (56.30) (169.89) (322.52)

Profit before tax 186.05 55.14 166.67 78.52

9. The outbreak of COVID-19 globally and resultant lockdown in many countries, including India has impacted the business of the Company. Oil, Gas and Petroleum Products are declared as essential services by Government of India during lockdown. The company continued producing and supplying crude oil and natural gas to its customers during lockdown period. Offtake of crude oil by Refineries is not affected during the period upto March 31, 2020, though there has been a reduction in gas production due to less off take by some customers causing marginal reduction in Gas sales which is not material.

After March 31, 2020, there has not been any reduction in demand for the crude oil produced by the Company. Natural Gas demand (and hence production) however did see a modest decline of about 9% during the lockdown, which has been now restored to normal levels with gas demand increasing to pre-COVID-19 levels after relaxations in lockdown and gradual opening of industries & various customers. There were few issues in

and projects all over the country. However, it doesn't affect operations materially and there is no disruption in supply business. There have been some disruptions in supply chains especially in the international arena but these have not yet had any major impact on day to day operations. As far as some projects are concerned, the supply chain disruption has pushed back the anticipated completion dates.

However, the unfolding events could in fact may end up being different but it is anticipated the same are unlikely to materially affect the oil and gas production/off-take etc. though the unfolding events could have impact on oil and gas prices, similarly outfield activities or project progress may get affected as situation on COVID unfolds.

10. The Group has considered possible effects of COVID-19 on the recoverability of its Cash Generating Units in accordance with Ind AS. The Company has considered the business conditions to make an assessment of the implications of the Pandemic, estimate of future crude oil and natural gas prices, production, reserves volumes on the basis of internal and external information / indicators of future economic conditions. Based on the assessment, the Group has recorded an impairment to the extent the carrying amount exceeds the value in use and has dislcosed the same as exceptional item. As a result, an amount of ` 4,899 Crore has been provided as impairment loss and shown as exceptional item for the quarter and year ended March 31, 2020. Similarly, Subsidiary of the Company ONGC Videsh Limited, has provided as impairment loss ,126 Crore during the quarter and year ended March 31, 2020 and the same has been considered as exceptional item. Also subsidiary HPCL, has determined the write down of inventories due to drastic fall in oil prices accompanied with reduced movement in inventory and the same has been included in exceptional i1,003 Crore for the quarter and year ended March 31, 2020 . Consequentially, Consolidated profit before tax for the quarter and year ended March 31, 2020 is lower by `9,028 Crore.

11. Government Section 115BAA of the Income Tax Act, 1961, whereby a domestic company has an irrevocable option of exercising for a lower corporate tax rate along with consequent forego of certain tax deductions and incentives, including accumulated MAT credit eligible for set-off in subsequent years. The company has still not exercised this option and continues to evaluate the benefit of exercising the option for a lower corporate tax rate vis-à-vis the existing provisions, however, the Company has an option for the same till the filing of return of Income. Pending exercising of the option, the company continues to recognize the taxes on income for the quarter and year ended March 31, 2020 as per the earlier provisions. Also, Subsidiaries ONGC Videsh Limited (OVL) and Mangalore Refinery and Petrochemicals Limited (MRPL) have not excercised aforesaid option and continue to recognize the taxes on income for the year ended March 31, 2020 as per the earlier provisions. However, Subsidiary Hindustan Petroleum Corporation Limited (HPCL), has opted for tax rate under Section 115BAA of the Income Tax Act, 1961, which has been considered to determine the current tax liability. The carried balance of deferred tax liabilities (net) has therefore been re-measured, basis new tax rate. Accordingly,

2012 Crore, being excess amount of deferred tax liability (net) has been reversed, out of which 325 Crore has been transferred to Retained earnings and after considering necessary adjustments, the balance

,652 Crore has been credited to Consolidated Statement of Profit and Loss, in accordance with Ind AS 12.

12. The Consolidated Financial Results have been audited by the Statutory Auditors as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015. The Statutory Auditors have issued unmodified opinion on the Consolidated Financial Results for the year ended March 31, 2020.

13. Previous figures have been restated and regrouped, wherever necessary, to conform to current grouping.


(Subhash Kumar) Director (Finance) Place: New Delhi

In terms of our report of even date attached

For M K P S & Associates For G M Kapadia & Co. For R Gopal & Associates Chartered Accountants Chartered Accountants Chartered Accountants Firm Reg. No: 302014E Firm Reg. No. 104767W Firm Reg. No.000846C

(Narendra Khandal) (Rajen Ashar) (Sandeep Kumar Sawaria) Partner (M. No. 065025) Partner (M. No. 048243) Partner (M. No. 061771) Place: Mumbai Place: Mumbai Place: Kolkata

For Kalani & Co. For SARC & Associates For R.G.N. Price & Co. Chartered Accountants Chartered Accountants Chartered Accountants Firm Reg. No: 000722C Firm Reg. No. 006085N Firm Reg. No.002785S

(Vikas Gupta) (Pankaj Sharma) (Rangarajan Raghavan Iyengar) Partner (M.No. 077076) Partner (M. No. 086433) Partner (M. No. 041883) Place: Jaipur Place: New Delhi Place: Mumbai

Date: June 30, 2020

ÍËÞØßÍØ ÕËÓßÎÜ·¹·¬¿´´§ ·¹²»¼ ¾§ ÍËÞØßÍØ ÕËÓßÎ ÜÒæ ½ã×Òô ±ãÐ»®±²¿´ô °±¬¿´Ý±¼»ãïïððçêô ¬ãÜ»´¸·ô îòëòìòîðã¿ëê¾»è½¿ð¿êïççð»ìº¿éëïè»éï¼êï»ºé»çííðê»éì¿ííëçìðè½êìíîð¼éí¿ì¾ì½ëô

»®·¿´Ò«³¾»®ãé½¾ç¼êº¾¼ç¼ïíºê¼é¿½çì»¾èçêº¾ë»ï¿èì¼¾½î¼ëç¼»ëçððçêðçðëêð¾ìëçïíîº¾ô ½²ãÍËÞØßÍØ ÕËÓßÎ Ü¿¬»æ îðîðòðêòíð ïëæðíæðè õðëùíðù

Î¿¶»² Î¿¬¿²· ß¸¿®

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ Î¿¶»² Î¿¬¿²· ß¸¿® Ü¿¬»æ îðîðòðêòíð ïëæïçæðï õðëùíðù

ÒßÎÛÒÜÎß ÕØßÒÜßÔ

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÒßÎÛÒÜÎß ÕØßÒÜßÔ Ü¿¬»æ îðîðòðêòíð ïëæìðæìí õðëùíðù

ÎßÒÙßÎßÖßÒ ÎßÙØßÊßÒ ×ÇÛÒÙßÎ

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÎßÒÙßÎßÖßÒ ÎßÙØßÊßÒ ×ÇÛÒÙßÎ Ü¿¬»æ îðîðòðêòíð ïëæëêæïê õðëùíðù

ÍßÒÜÛÛÐ ÕËÓßÎ ÍßÉßÎ×ß

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÍßÒÜÛÛÐ ÕËÓßÎ ÍßÉßÎ×ß Ü¿¬»æ îðîðòðêòíð ïêæïêæëê õðëùíðù

Ê×ÕßÍ ÙËÐÌßÜ·¹·¬¿´´§ ·¹²»¼ ¾§ Ê×ÕßÍ ÙËÐÌß Ü¿¬»æ îðîðòðêòíð ïêæîçæðê õðëùíðù

ÐßÒÕßÖ ÍØßÎÓß

Ü·¹·¬¿´´§ ·¹²»¼ ¾§ ÐßÒÕßÖ ÍØßÎÓß Ü¿¬»æ îðîðòðêòíð ïêæíèæïí õðëùíðù

OIL AND NATURAL GAS CORPORATION LIMITED CIN No. L74899DL1993GOI054 l 55

Regd.Office : Plot No. 5A- 5B, Nelson Mandela Road, Vasant Kuni, New Delhi, South West Delhi - 110070

Tel: 011-26754002, Fax: 011-26129091, E-mail: secretariat�ongc.co.in

STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH, 2019

(� in Crore) Particulars Year ended Year ended

March 31, 2019 March 31, 2018 Audited Audited

I Revenue from operations 4,53,460.57 3,62,246.43 II Other income 8,148.76 7,468.13 III Total income (l+11) 4,61,609.33 3,69,714.56 IV Expenses

(a) Cost of materials consumed* 1,04,872.97 76,229.65 (b) Purchase of Stock-in-Trade 1,65,342.23 1,21,689.40 ( c) Changes in inventories of finished goods, stock-in-trade and work-in progress (3,094.73) (8.16) (d) Employee benefits expense•• 6,445.16 6,092.69 (e) Statutory levies 60,361.00 61,094.36 (t) Exploration costs written off

(i) Survey costs 1,960.70 1,596.80 (ii) Exploration well costs 7,259.95 5,865.24

(g) Finance costs 5,836.72 4,999.04 (h) Depreciation,depletion, amortisation and impairment 24,026.22 23,111.91 (i) Other expenses 35,669.21 32,797.39 Total expenses (IV) 4,08,679.43 3,33,468.32

Profit before share of profit/(loss) of associates and joint ventures, exceptional 52,929.90 36,246.24

V items and tax (III - IV) VI Share of profit of associates & joint ventures 3,428.26 2,713.13 VII Profit before exceptional items (V+VI) 56,358.16 38,959.37 VIII Exceptional items (1,591.01) 248.12 IX Profit before tax (VIl+VIII) 54,767.15 39,207.49 X Tax expense

(a) Current tax 15,912.06 10,476.57 (b) Earlier Years (38.12) (398.47) ( c) Deferred tax 5,006.28 3,061.41 Total tax expense (X) 20,880.22 13,139.51

XI Profit for the year (IX-X) 33,886.93 26,067.98 XII Other comprehensive income (OCI)

A Items that will not be reclassified to profit or loss (a) Remeasurement of the defined benefit plans (437.22) (42.60)

- Deferred tax 152.97 17.60 (b) Equity instruments through other comprehensive income (1,710.81) (1,782.92)

- Deferred tax 126.53 (1,331.35) (c) Share of other comprehensive income in associates and joint ventures, to the extent not to be reclassified to profit or loss (1.87) 0.24 - Deferred tax (0.05) ( d) Effective portion of gains (losses) on hedging instruments in cash flow hedge1 0.02

B (i) Items that will be reclassified to profit or loss

Exchange differences in translating the financial statement of foreign operation 1,455.38 (68.73) - Deferred tax (481.53) 35.02

Total Other Comprehensive Income (XII) (896.53) (3,172.79' XIII Total Comprehensive Income for the year (Xl+XII) 32,990.40 22,895.19

XIV Profit for the year attributable to: - Owners of the Company 30,494.96 22,105.93 - Non-controlling interests 3,391.97 3,962.05

33,886.93 26,067.98 xv Other comprehensive income for the year

- Owners of the Company (853.10) (3,191.36) - Non-controlling interests (43.43) 18.57

(896.53) (3,172.79) XVI Total comprehensive income for the year

- Owners of the Company 29,641.86 18,914.56 - Non-controlling interests 3,348.54 3,980.63

32,990.40 22,895.19 XVII Paid up equity share capital (Face value oft5/- each) 6,290.15 6,416.63 XVIII Other Equity 2,11,850.61 1,97,602.30

Earnings per equity share: (Face value oH5/- each)# (a) Basic (t) 23.81 17.23 (b) Diluted (t) 23.81 17.23

• Represents consumption ofraw materials and stores & spares. ** Employee benefits expense shown above is net of allocation to different activities. # Earnings per share for the year ended March 31, 2019 have been computed on the basis of weighted average number of shares outstanding during the period considering buy back of25,29,55,974 fully paid up equity shares completed on February 22, 2019.


CIN No. L74899DL 1993GOI054155

Regd.Office : Plot No. SA- SB, Nelson Mandela Road, Vasant Kunj, New Delhi, South West Delhi-110070 Tel: 011-26754002, Fax: 011-26129091, E-mail: [email protected]

CONSOLIDATED SEGMENT REVENUE, RES UL TS, ASSETS & LIABILITIES

SI. Particulars

No.

1 Segment Revenue

A. In India(i) E&P a) Offshore b) Onshore (ii) Refining & MarketingB. Outside Indiac) Others UnallocatedTotal

Less: Inter Segment RevenueRevenue from operations

2 Segment Result Profit(+)/Loss(-) before tax and interest from each segment

A. In India(i) E&Pa) Offshoreb) Onshore(ii) Refining & MarketingB. Outside IndiaTotal

Less:i. Finance Costii. Other unallocable expenditure net of unallocable income.Add: Share of profit/(loss) of joint ventures and associates:

A. In India(i) Refining & Marketing(ii) UnallocatedB. Outside lndia-E&PProfit before Tax

3 Segment Assets

A. In India(i) E&Pa) Offshoreb) Onshorec) Other Unallocated(ii) Refining & MarketingB. Outside IndiaTotal

4 Segment Liabilities

A. In India(i) E&Pa) Offshoreb) Onshorec) Other Unallocated(ii) Refining & MarketingB. Outside IndiaTotal

Year ended

March 31, 2019

Audited

73,015.47 36,453.73

3, 70,884.46 14,633.62

158.44 4,95, 145. 72

41,685.15

4,53,460.57

31,028.94 8,464.56

11,284.54 3,671.34

54,449.38

5,836.73 (2,726.24)

834.60 (208.94) 2,802.60

54,767.15

1,23,640.31

63,775.61

55,825.38 1,39,353.93 1, 13,106.82

4,95, 702.05

31,007.56 12,865.45

55,511.46 97,100.98 62,969.63

2,59,455.08

(fin Crore )

Year ended

March 31, 2018

Audited

58,179.17 26,623.15

3,08, 152.17 10,417.57

130.89

4,03,502.95

41,256.52 3,62,246.43

22,165 .26 3,909.15

11,659.60 638.85

38,372.86

4,999.04 (3,120.55)

955.49

(611 .93) 2,369.56

39,207.49

1, 17,844.36 55,291.64 56,478.66

1,20,338.29

1, 10,281.99

4,60,234.94

30,017.14 10,915.79 r ___ 56,948.68 >\ 80,140.35

62,588.05

2,40,610.01

Note: Segments have been identified and reported taking into account the differing risks and returns, the groups structure and the internal reporting systems. These have been organized into the following Geographical and Business segments:

Geographical Segments: a) In India - Offshore and Onshore b) Outside India. Business Segments : a) Exploration & Production b) Refining & Marketing of Petroleum products

I.

(1)

(2)

II.

(1)


CIN No. L74899DL1993GOI054155 Regd.Office : Plot No. 5A- 5B, Nelson Mandela Road, Vasant Kunj, New Delhi, South West Delhi - 110070


STATEMENT OF CONSOLIDATED AUDITED ASSETS & LIABILITIES

� in Crore

Particulars As at As at

March 31, 2019 March 31, 2018

Audited Audited

ASSETS

Non-current assets

(a) Property, plant and equipment(i) Oil and gas assets 1,46,600.17 1,43,087.77 (ii) Other property, plant and equipment 71,500.85 68,134.06

(b) Capital work-in-progress(i) Oil and gas assets

a) Development wells in progress 4,383.75 2,651.90 b) Oil and gas facilities in progress 13,230.85 11,889.19

(ii) Others 12,281.50 6,840.25 (c) Goodwill (including Goodwill on Consolidation) 14,088.35 14,202.55 ( d) Investment Property 7.87 7.87 (e) Other intangible assets 676.84 625.44 (t) Intangible assets under development

(i) Exploratory wells in progress 21,790.54 24,262.72 (ii) Acquisition cost 17,369.81 15,867.81

(g) Financial assets(i) Investments in:

(a) Joint Ventures and Associates 33,051.33 32,268.77 (b) Other Investments 28,776.07 30,066.46

(ii) Trade receivables 2,057.22 1,656.41 (iii) Loans 2,849.89 2,091.13 (iv) Deposit under site restoration fund 18,188.43 16,063.96 (v) Finance lease receivables(v) Others 1,751.04 1,162.93

(h) Deferred tax assets (net) 1,731.06 1,698.99 (i) Non-current tax assets (net) 10,521.32 10,831.37 (j) Other non-current assets 4,769.33 4,396.40 Total non-current assets 4,05,626.22 3,87 ,805.98

Current assets

(a) Inventories 35,180.66 30,557.12 (b) Financial assets

(i) Investments 5,083.77 4,999.38 (ii) Trade receivables 15,396.10 13,899.17 (iii) Cash and cash equivalents 4,105.87 2,512.09 (iv) Other bank balances 997.55 2,550.75 (v) Loans 1,702.09 1,258.30 (vi) Finance lease receivables(vii) Others 19,477.91 14,243.64

(c) Current Tax Assets (net) 152.43 28.39 ( d) Other current assets 7,851.58 2,372.43

89,947.96 72,421.27

Assets classified as held for sale 127.87 7.69 Total current assets 90,075.83 72,428.96

Total assets 4,95, 702.05 4,60,234.94

EQUITY AND LIABILITIES

Equity (a) Equity share capital 6,290.15 6,416.63 (b) Other equity 2,11,850.61 1,97,602.30 Equity attributable to owners of the Company 2,18,140.76 2,04,018.93

Non-controlling interests Total Equity

� .,,-

(fin Crore) Particulars As at As at

March 31, 2019 March 31, 2018

(2) Liabilities

Non-current liabilities


(i) Borrowings 53,144.06 55,024.90

(ii) Others 835.27 731.00

(b) Provisions 27,849.86 25,200.15

(c) Deferred Tax liabilities (net) 47,366.80 41,505.94

( d) Other non-current liabilities 1,227.52 1,182.30

Total non-current liabilities 1,30,423.51 1,23,644.29

Current Liabilities


(i) Borrowings 48,962.30 46,221.15

(ii) Trade payables

- to Micro and Small Enterprises 436.63 219.35

- to Others 32,040.87 26,265.39

(iii) Others 35,149.00 32,235.64

(b) Other current liabilities 6,918.21 6,665.87

( c) Provisions 4,319.23 4,409.91

( d) Current Tax Liabilities (net) 1,205.33 948.41

Total current liabilities 1,29,031.57 1,16,965.72

Total liabilities 2,59,455.08 2,40,610.01 --

Total equity and liabilities 4,95, 702.05 4,60,234.94

Notes:

1. The above consolidated financial results have been reviewed and recommended by the AuditCommittee held on May 30, 2019 and approved by the Board of Directors in its meeting heldon the same date.

2. The audited accounts are subject to review by the Comptroller and Auditor General of Indiaunder section 143(6) of the Companies Act, 2013.

3. The Consolidated financial results of the Group (the Company and its subsidiaries) have beenprepared in accordance with the Indian Accounting Standards (' Ind AS') as prescribed undersection 133 of the Companies Act, 2013 read with relevant rules issued thereunder.

4. The Company, with 40% Participating Interest (Pl), is a Joint Operator in Panna-Mukta andMid and South Tapti Fields alongwith Reliance Industries Limited (RIL) and BG Explorationand Production India Limited (BGEPIL) each having 30% PI, (all three together referred to as"Contractors") signed two Production sharing Contracts (PS Cs) with Government of India(Union of India) on December 22, 1994 for a period of 25 years. In December 2010, RIL &BGEPIL (JV Partners) invoked an international arbitration proceeding against the Union ofIndia in respect of certain disputes, differences and claims arising out of and in connectionwith both the PSCs pursuant to the provisions of Article 33 of the PSCs and UNCITRALRules, 1976. The Ministry of Petroleum and Natural Gas (MoP&NG), vide their letter datedJuly 4, 2011, had directed the Company not to participate in the arbitration initiated by the JVPartners. MoP&NG has also stated that in case of an arbitral award, the same will beapplicable to the Company also as a constituent of the contractor for both the PS Cs.

Directorate General of Hydrocarbons (DGH), vide letters dated May 25, 2017 has informedthe Company that on October 12, 2016, a Final Partial Award (FPA) was pronounced by theTribunal in the said arbitrations. However, details of proceedings of the FP A are not availablewith the Company. DGH, vide their letter dated May 25, 2017 and June 4, 2018, marked tothe Contractors, has directed the payment of differential Government of India share of ProfitPetroleum and Royalty alleged to be payable by Contractors pursuant to Governmentsinterpretation of the FPA ( 40% share of the Company amounting to US$ 1,624.05million, including interest upto November 30, 2016) equivalent tot 11,240 Crore @ t69.21(closing rate as on March 31, 2019). In response to the letters ofDGH, the JV partners (with acopy marked to all Joint Venture Partners) have stated that demand of DGH is premature asthe FP A does not make any money award in favour of Government of India, sincequantification of liabilities are to be determined during the final proceedings of the arbitration.Further the award has also been challenged before the English Commercial Court (London O

High Court). Based on the above facts, the Company has also responded to the letters of DGH II)stating that pending the finality of the order, the amount due and payable by the Company is

-

not quantifiable. In the view of the Company, any changes approved, if any, for increase in the Cost Recovery Limit (CRL) by the Management Committee (MC) as per the term of the PSCs the liability to DGH would potentially reduce.

The English Court has delivered its final verdict on May 2, 2018 following which the Arbitral

Tribunal re-considered some of its earlier findings from the 2016 FP A and ruled in favour of

BGEPIL and RIL (Revised Award). The Government of India, BGEPIL and RIL have

challenged parts of the Revised A ward.

In January 2018 the Company along with the JV partners has filed an application with MC for increase in CRL in terms of the PSCs. The application has been rejected by MC. Pursuant to the rejection, the N partners have filed a claim with Arbitral Tribunal.

DGH vide letter dated January 14, 2019 has advised to the contractors to re-cast the accounts

for Panna-Mukta and Mid and South Tapti Fields for the year 2017-18. Pending finalization of

the decision of the Arbitral Tribunal, the JV partners and the Company have indicated in their

letters to DGH that the final recasting of the accounts is premature and the issues raised by

DGH may be kept in abeyance.

Pending finality by Arbitration Tribunal on various issues raised above, re-casting of the

financial statements and final quantification of liabilities, no provision has been accounted in

the financial statements. The demand raised by DGH, amounting to US$ 1,624.05 million

equivalent to � 11,240 Crore has been considered as contingent liability.

5. The Company had received demand orders from Service Tax Department at various work

centres on account of Service Tax on Royalty, appeals against such orders have been filed

before Tribunal. The Company had also obtained legal opinion as per which the Service

Tax/GST on Royalty is not applicable. Meanwhile, the Company also received demand order

dated January 1, 2019 on account of GST on Royalty in the State of Rajasthan against which

the Company filed writ (4919/2019) before Hon'ble High Court of Rajasthan. The Hon'ble

High Court of Rajasthan heard the matter on April 3, 2019 and issued notice to Department

with a direction that no coercive action shall be taken against the Company for recovery till

next date of hearing on April 16, 2019 deferred to May 9, 2019 and further deferred to July

16, 2019. The Company also filed writ of mandamus before Hon'ble High Court of Madras

seeking stay on the levy of GST on royalty. The Hon'ble High Court of Madras heard the

matter on April 3, 2019 and the Department has been allowed to file counter submission and

to finalize the representation (under-protest letter) given by Company to the Department. The

total estimated amount (including penalty and interest up to March 31, 2019) works out

towards Service Tax is � 3,862 Crore and GST is � 3,796 Crore. Since the Company is

contesting the demand, it has been considered as contingent liability. Further, as an abundant

caution, the Company has deposited Service Tax and GST along-with interest under-protest

amounting to� 1,373 Crore and� 2,806 Crore respectively.

6. During the year ended March 31, 2019 the Company has migrated from classification of

Reserves under SPE-1997 guidelines to Petroleum Resource Management System (PRMS) for

estimating the reserves as on March 31, 2019. Consequent to its implementation, there is a

shift in ultimate reserves to contingent resource category. As a result of this change there is an

mcrease m depletion and impairment expenditure by � 591 Crore and � 178 Crore

respectively during the year ended March 31, 2019. The amount of the effect in the future

years is not disclosed because estimating it is impracticable.

7. In February 2019, consequent to the approval of the Board of Directors in its meeting held on

· December 20, 2018 the Company has completed buyback of 252,955,974 fully paid-up equity

shares (face value � 5/- per equity share) representing approximately 1.97% of the total

number of equity shares in the paid up share capital of the Company at a price of� 159/- per

equity share payable in cash for an aggregate consideration of� 4,022 Crore.

8. Exceptional items for the current year are mainly on account of impairment charge oft 1,576Crore (previous year net impairment write back of t 274 crore ) in respect of CGU's ofONGC Videsh Limited.

9. The Board of Directors has recommended a final dividend off 0.75 per share (15%) whichworks out to f 943.52 Crore over and above the interim dividend off 6.25 per share (125%)in two phases (f 5.25 and f 1.00 per share).

10. The Financial Results have been audited by the Statutory Auditors as required under

Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015.

The Statutory Auditors have issued unmodified opinion on the Consolidated Financial Results

for the year ended March 31, 2019.

11. Previous year's figures have been restated and regrouped, wherever necessary, to conform tocurrent years' s grouping.

Place: New Delhi Date: 30th May, 2019


�0� (Subhash Kumar)

Director (Finance)

SI. No.

I II Ill

IV

V

VI VII

VIII IX

X

XI

XII

XIII

XIV

xv

XVI

XVII

XVIII

XIX

OIL AND NATURAL GAS CORPORATION LIMITED CIN No. L74899DL1993GOI054155

Regd.Office: Deendayal Urja Bhawan, 5, Nelson Mandela Marg, Vasant Kunj, New Delhi-110 070 Tel: 011-26754002, Fax: 011-26129091, E-mail: ·[email protected]

STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE YEAR E'NDED 31sr MARCH, 2018 (fin Crore)

Audited

Particulars Year ended Year ended 31.03.2018 31.03.2017

Revenue from Operations 362,246.18 325,666.22 Other Income 7,468.15 9,323.17 Total Income (1+11) 369,714.33 334,989.39 Expenses

(a) Cost of materials consumed· 76,229.65 66,770.84 (b) Purchase of stock-in-trade 121,689.40 104,198.27 (c) Changes in invenlories of finished goods, work-in-progress and stock-in-lrade (8.16) (4,784.69) (d) Employee benefits expense .. 6,092.69

..

5,976.05 (e) Stalulory levies 61,094.36 65,150.13 (f) Exploration Cost written off

(i) Survey costs 1,596.80 1,901.93 (ii) Exploration well costs 5,865.24 3,317.62

(g) Finance costs 4,999.04 3,591.11 (h) D_epreciation, Depletion, amortisalion and impairmenl 23,088.54 20,219.20 (1) Other expenses 32,820.53 30,332.40 Total Expenses (IV) 333,468.09 296,672.86 ProfiU(Loss) before share of profiU(loss) of associates and joint ventures,

36,246.24 38,316.53 exceptional Items and tax (Ill-IV) Share of profiU(loss) of associates and joinl ventures 2,713.13 2,809.99 ProfiU(Lqss) before exceptional Items and tax (V+VI) 38,959.37 41,126.52 Exceptional items 248.12 591.01 ProfiU(Loss) before tax (Vll+VIII) 39,207.49 41,717.53 Tax expense

(a) Current tax relating to: -Current year 10,476.57 8,808.31 -Earlier years (557.46) (598.64)

(b) Deferred tax 3,220.40 4,338.74 Total tax expense (X) 13,139.51 12,548.41 Net ProfiU (Loss) from ordinary activities after tax (IX-X) 26,067.98 29,169.12 Other Comprehensive Income (OCI) A Items that will not be reclassified to profit or loss

(a) Remeasurement of the defined benefit plans (42.60) (490.38) - Deferred tax 17.60 169.73

(b) Equity instruments through other comprehensive income (1,782.92) 13,791.48 - Deferred tax (1,331.35)

(c) Share of other comprehensive income in associates and joint ventures, to the extent 0.24 (0.59) not to be reclassified to profit or loss

- Deferred tax (0.05) (0.05) B Items that will be reclassified to profit or loss

Exchange differences in translating the financial statement of foreign operation (68.73) 335.95 - Deferred tax 35.02 (99.14)

Total Other Comprehensive Income (XII) (3,172.79) 13,707.00 Total Comprehensive Income for the period/year (Xl+XII) 22,895.19 42,876.12 Profit for the year attributable to: (a) Owners of the Company 22,105.92 24,419.25 (b) Non-controlling interests 3,862.06 4,749.87 Other comprehensive income for the year (a) Owners of the Company (3,191.36) 13,628.25 (b) Non-controlling interests 18.57 78.75 Total comprehensive income for the year (a) Owners of the Company 18,914.56 38,047.50 (b) Non-controlling interests 3,980.63 4,828.62 Paid-up Equity Share Capital (Face value of� 5/- each) 6,416.63 6,416.63 Other equity 197,602.27 187,968.59 Earnings Per Share (Face value of� 5/- each) (a) Basic (<) 17.23 19.03 (b) Diluted (<) 17.23 19.03

'Represents consumphon of raw matenals and stores & spares. •• Emplo)'ees benefits expense shown above Is net of allocaUon to different activities.

I (1)

(2)

11 (1)

(2)

OIL AND NATURAL GAS CORPORATION LIF,IITED GIN No. L74899DL 1993GOI054155

Regd.Office : Deendayal Urja Bhawan, 5, Nelson Mandela Marg, Vasanl Kunj, Tel: 011-26754002, Fax: 011-26129091, E-mail: [email protected]

STATEMENT OF CONSOLIDATED AUDITED ASSETS & LIABILITIES

As al Particulars March 31, 2018

Audited ASSETS Non-current assets .-

(a) Property, plant and equipment CT) Oil and gas assets 143,087.77

'(ii) Other property, plant and equipment 68,134.06 (b) Capital work-in-progress

(i) Oil and gas assets a) Development wells in progress 2,651.90 b) Oil and gas facilities in progress 11,889.19

(ii) Others 6,840.25 (c) Goodwill ( including Goodwill on Consolidation) 14,202.55 (d) lnvesfment Property 7.87 (e) Other intangible assets 625.44 (f) Intangible assets under development

(i) Exploratory wells in progress 24,262.72 (ii) Acquisition cost 15,867.81

(g) Financial assets (i) Investments in:

(a) Joint Ventures and Associates 32,268.74 (b) Other Investments 30,066.46

(ii) Trade receivables 1,656.41 (iii) loans 1,823.96 CTv) Deposit under site restoration fund 16,063.96 (v) Others 1,160.26

(h) Deferred tax assets (Net) Ul98.99 (i) Non-current tax assets (net) 10,831.37 (J) Other non-current assets 4,058.35 Total n on-current assets 387,198.06 Current assets (a) Inventories 30,563.04 (b) Financial assets

(i) Investments 4,999.38 (ii) Trade receivables 13,899.17 (iii) Cash and cash equivalents 2,512.09 (iv) Other bank balances 2,566.28 (v) Loans 991.14 (vi) Others 14,765.11

(c) Current Tax Assets (Net) 28.39 (d) Other current assets 2,704.56 Sub-total current assets 73,029.16 Assets classified as held for sale 7.69 Total current assets 73,036.85 Total assets 460 234.91

EQUITY AND LIABILITIES Equity (a) Equity share capital 6,416.63 (b) Other equity 197,602.27 (I) Equity attributable to owners of the Company 204,018.90 (ii) Non-controlling interests 15,606.00 Total Equity 219,624.90

liabilities (I) Non-current liabilities

(a) Financial liabilities (i) Borro-.'�ngs 55,024.90 (ii) Others 731.00

(b) Provisions 25,200.15 (c) Deferred Tax liabilities (Net) 41,505.94 (d) Other non-current liabilities 1,180.81

Total non-current liabilities 123,642.80

(II) Current Liabilities (a) Financial liabilities

(1) Borrowings 46,221.15 (3) Trade payables 26,550.69 (3) Others 32,235.64

(b) Other current liabilities 6,667.36 (c) Provisions 4,343.96 (d) Current Tax Liabilities (Net) 948.41

Total current liabilities 116 967,21 Total eauitv and liabilities 460 234.91

(t In Crore)

As at �\arch 31, 2017

129,615.16 66,744.91

4,028.68 11,472.37

5,872.24 14,190.37

0.08 574.91

22,725.47 14,943.72

30,419.52 31,583.09

1,363.01 2,154.59

14,594.27 939.18

1,545.81 9,872.03 3,535.65

366,175.06

29,881.73

8,743.07 12,547.12

1,815.02 11,397.62

992.71 11,001.63

2,827.57 79,206.47

15.96 79,222.43

445,397.49

6,416.63 187,968.59 194,385.22

13,291.96 207,677.18

52,772.35 232.12

23,114.63 36,762.98

808.93 113,691.01

21,627.44 24,013.79 66,155.69 6,386.16 4,951.20

895.02 124,029.30 445,397.49

SI.

No.

1

2

3

4


CIN No. L74899DL 1993GOI054155 Regd.Office : Deendayal Urja Bha_wan, 5, Nelson Mandela Marg, Vasant Kunj, Ne\'t Delhi-110 070


CONSOLIDATED SEGMENT REVENUE, RESULTS, ASSETS & LIABILITIES

Particulars Year ended 31.03.2018

. Audited

Segment Revenue

A In India (i) E&Pa) Offshore 58,179.17 b) Onshore 26,623.15 (ii) Refining & Marketing 308,151.92 B. Outside India 10,417.57 c) Others Unallocated 130.89 Total 403,502.70

Less: Inter Segment Revenue 41,256.52

Revenue from operations 362,246.18

Segment Result Profit(+)/Loss(-) before tax and interest from each segment

A In India (i) E&Pa) Offshore 22,165.26

b) Onshore 3,909.15

(ii) Refining & Marketing 11,293.40

B. Outside India 638.85

Total 38,006.66

Less:i. Finance Cost 4,999.04 ii. Other unallocable expenditure net of unallocable income. (3,120.56)

Add: Share of profiU(loss) of joint ventures and associates:

A. In India(i) Refining & Marketing 1,321.69 (ii) Unallocated (611.94) B. Outside lndia-E&P 2,369.56

Profit before Tax 39,207.49

Segment Assets

A In India (i) E&Pa) Offshore 117,844.36 b) Onshore 55,291.64 c) Other Unallocated 56,478.63 (ii) Refining & Marketing 120,338.29 B. Outside India 110,281.99 Total 460,234.91

Segment Liabilities

A In India (i) E&P a) Offshore 30,017.14 b) Onshore 10,915.79 c) Other Unallocated 56,948.68 (ii) Refining & Marketing 80,140.35 B. Outside India 62,588.05 Total 240,610.01

(� in Crore )

Year ended

31.03.2017

Audited

54,381.44 23,353.38

274,451.64 10,079.97

128.33 362,394.76

36,728.54 325,666.22

23,647.63 617.69

13,622.56 752.96

38,640.84

3,591.11 (3,245.33)

2,323.66 (449.91) 1,548.72

41,717.53

106,084.28 49,547.43 68,479.18

112,550.97 108,735.63 445,397.49

25,073.21 9,401.98

64,044.34 77,475.56 61,725.22

237,720.31

Note: Segments have been identified and reported taking into account the differing risks and returns, the groups structure and the internal reporting systems. These have been organized into the following Geographical and Business segments:

Geographical Segments: a) In India - Offshore and Onshore b) Outside India. Business Segments : a) Exploration & Production b) Refining & Marketing of Petroleum products

Notes:

l . The above Consolidated financial results have been reviewed and recommended by the Audit& Ethics Committee held on May 30, 2018 and approved by the Board of Directors in itsmeeting held on the same date.

2. The audited accounts are subject to review by the Comptroller and Auditor General of Indiaunder-section 143(6) of the Companies Act, 2013.

3. The consolidated financial results of the Group (the Company and its subsidiaries) have beenprepared in accordance with the Indian Accounting Standards ('Ind AS') as prescribed undersection 133 of the Companies Act, 2_013 read with relevant rul�s issued thereunder.

4. The Company has acquired 51.11% shareholding held by the President oflndia (778,8451375

equity shares of face value ( IO per share) in Hindustan Petroleum Corporation Limited(HPCL) on January 31, 2018, at � 4 73. 97 per share for a total cash consideration of� 36,915Crore. By virtue of this investment, HPCL has become a subsidiary of the Company.

Being a common control acquisition, the accounting has been done as per Appendix C to lndAS 103 "Business Combination" as per pooling of interest method under which assets andliabilities of the combining entities are reflected at the carrying amounts and no adjustmentsare made to reflect fair values, or recognize any new assets or liabilities.

Further, restatement of previous year financial statements has been done as if the businesscombination had occurred from the beginning of preceding period in compliance withAppendix C of Ind AS 103 'Business Combination'. Accordingly, the Consolidated BalanceSheet as at March 31, 2017, Consolidated Statement of Profit and loss for the year ended 31stMarch 2017, have been restated. The difference betv.1een the share capital of HPCL of t339.02 crore and the consideration paid of ( 36,915 crore has been recognized as OtherCapital Reserve as at April 1, 2016. Further, the total cash consideration for acquisition ofHPCL of( 36,915 Crore paid on January 31, 2018 has been considered as current liability ii1the previous year.

Also, pursuant to acquisition of HPCL, Petronet MHB Limited has been reclassified from ajoint venture to a subsidiary as the Company holds 32.72% ownership interest and itssubsidiary Hindustan Petroleum Corporation Limited holds 32.72% ov-.rnership interest. Thishas also been accounted as business combination under common control.

5. The Company, with 40% Participating Interest (PI), is a Joint Operator in Panna-Mukta andMid and South Tapti Fields �long with Reliance Industries Limited (RIL) and BG Explorationand Production lndia Limited (BGEPIL), each having 30% Pl. The Production SharingContracts (PSCs) with respect to Panna-Mukta and Mid and South Tapti contract areas weresigned between the Contractors and Government of India on December 22, 1994 for a periodof 25 years. In December 2010, RIL & BGEPIL invoked an arbitration proceeding against theUnion of India in respect of certain disputes, differences and claims arising out of or in connection v,1ith both the PSCs in respect to Pa1u1a-Mukta and Mid and South Tapti contractareas pursuant to the provisions of Article 33 of the PSCs and UNCITRAL Rules, 1976.Ministry of Petroleum and Natural Gas (MoP&NG), vide letter dated July 4, 2011, had

advised the Company not to participate in the arbitration initiated by RJL and BGEPIL under Panna-Mukta & Tapti PSCs. However, in case of an arbitral award, the same ,viii be applicable to the Company also as a constituent of the contractor for both the PSCs. On October 12, 2016, a Final Partial Award (FPA) was pronounced by the Tribunal in the arbitration matter between RJL, BGEPIL and Union of India. However, details of proceedings in this regard are not known to the Company since the Company is not a patty to thjs arbitration. Directorate General of Hydrocarbons (DGH), vide letter dated May 25, 2017 marked to all Joint Venture Pa1iners (RIL, BGEPIL & the Company) has asked for payment of differential GOI share of Profit Petroleum and Royalty alleged to be payable by contractor pursuant to Governments interpretation of the FP A ( 40% share of the Company amounting to US$ 1,574.76 · million equivalent to � 10,223 Crore ·including interest upto November 30, 2016). HO\vever, in response to letter dated May 25, 2017 ofDGH, RlL and BGEPIL the N partners (with a copy marked to all Joint Venture Pat1ners) had stated that demand of DGH is premature as the FPA does not make any money award in favour of GOI as quantification of liabilities are to be detennined during the final proceedings of the arbitration and the same has been challenged before the English Commercial Court. Fm1her, subsequent to London High Com1 Orders dated April 16, 2018 and May 2, 2018, DGH vide let1er dated May 4, 2018 and May 15, 20 I 8 has asked for re-casting of accounts of the N and for remitting the respective PI share of balance dues including interest till the date of remittance. Details of proceedings thereof and the London High Com1 orders are not kI10,vn to the company since the company is not a patty to the arbitration. In response to the letter of DGH, RlL & BGEPIL have responded (with a copy marked to all Joint Venture Partners) that FP A of October 2016 does not make any money award in favour of the Goverm11ent. Fm1her it has also been stated by RIL & BGEPIL that the English Com1 has upheld challenge 4 of the claimants (RIL & BGEPIL) in relation to "Agreement Case" and held that there had been a serious irregularity in the Av,1ard of the Tribunal. Fmiher in the comi order of May 2, 2018, the English Com1 has directed the Tribunal to re-consider the "Agreement Case" and issue a fresh award within tlu·ee months of that date. The "Agreement Case" is closely linked with the Cost recovery limit (CRL) increase application 41ed by the contractor with the Management Conm1ittee and Tribunals re-consideration of tlus issue necessarily impacts the· re-computation of accounts. Re-computation of accounts and consequential determination of any amount due and payable by the contractor (Constituents of the N includi1ig the company) are to be determined during the final stage of the arbitration proceedings after determination of all substantive issues by the Tribunal (including any application for an increase in the Tapti and Patma Mukta CRL and an award on the Agreement Case). The Company has also responded to DGH that as of now, neither the Arbitral Tribunal nor the Com1 has passed any order or quantified any amount due and payable by the Company. In the circumstances, the demand of DGH from the Company for any sum or interest thereon is premature and not justified. The company has requested DGH to keep the issue in abeyance till finality in the award is aclueved.

'

I

Pending the final quantification of liabilities by the Arbitration Tribunal, no provision for the same has been considered necessary. However, the same has been considered as contingent liability.

6. During the year, tbe Company has received show-cause notices at various work centers onaccount of service tax along with interest and penalty, on royalty on Crude oil and Natural gaslevied-under Oil Field (Regulation & Development) Act, 1948. The Company has worked outservice tax (including interest) of� 1,983 Crore for the period from April 1, 2016 to June 30,2017. Further, the Company has worked out GST (including interest) of� 1,432 Crore for theperiod from July 1, 2017 to March 31, 2018. Penalty in respect of the same is not quantifiable.Based on legal opinion obtained by the Company, Servi�e Tax / GST on royalty is notapplicabie. The Company is contesting the same at appropriate authorities and accordingly thesame has been shown as contingent liability. However, as an abundant caution, the companyhas deposited Service tax, GST and interest under protest in May, 2018 amounting to� 2,515Crore.

7. Exceptional items for the cunent year is on account write back of impairment of� 274 Crore(previous year impainnent provision of� 1,006 crore) in respect of CGU's of ONGC VideshLimited. This v,1as partially offset by � 26 Crore on account of sharing of tenninal chargescollected from oil marketing companies on cross country dispatch retrospectively fromfinancial year 2003-04 in respect of Mangalore Refinery and Petrochemicals Limited.

8. The Board of Directors has recommended a final dividend of� 1.35 per share (27%) whichworks out to � 1,732 Crore over and above the interim dividend of� 5.25 per share (105%) int\:vo phases� 3.00 and� 2.25 per share).

9. The Financial Results have been audited by the Statutory Auditors as required underRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015.The Statutory Auditors have issued umnodified opinion on the Consolidated Financial Resultsfor the year ended March 31, 2018.

10. Previous year's figmes have been restated and regrouped, wherever necessary, to confo1m tocunent year's grouping.

Place: New Delhi Date: 30th May, 2018

. By order of the Board

()/)��" ��bha� Director (Finance)