Private & Confidential – For Private Circulation Only
(This Draft Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Private Placement Offer Letter Series -1 dated January 9, 2019
S. No.: [●] Addressed to: [●]
MANGALORE REFINERY AND PETROCHEMICALS LIMITED
(A Mini Ratna Schedule ‘A’ Public Sector Undertaking and a subsidiary of Oil and Natural Gas Corporation Limited
incorporated in India under the provisions of the Companies Act, 1956)
Regd. and Corporate Office: Mudapadav, Kuthethoor, P.O. via Katipalla, Mangaluru – 575030, Karnataka, India
Tel.: +91 824 2270400; Facsimile: +91 824 2271404; E-mail: [email protected]; Website: www.mrpl.co.in
CIN: L23209KA1988GOI008959
Compliance Officer for the Issue: Dinesh Ranjan Mishra, Company Secretary
Tel: +91 824 2883275; Facsimile: +91 824 2271404; E-mail: [email protected]
This Private Placement Offer Letter is issued in conformity with Companies Act, 2013, as amended, Form PAS-4, as
prescribed under Section 42 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended,
the Companies (Share Capital and Debenture) Rules, 2014, as amended, Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008, as amended. This issuance would be under the electronic book mechanism for
issuance of debt securities on private placement basis as per SEBI circular dated 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”), read with the Updated Operational Guidelines
“for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide their
notice number 220180928-24 dated September 24, 2018 (“BSE EBP Guidelines”) as amended and 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 SEBI EBP Circulars and the BSE EBP Guidelines shall hereinafter be referred to as the
“Operational Guidelines”. The Issuer intends to use the BSE’s electronic debt bidding platform for this Issue.
PRIVATE PLACEMENT OFFER LETTER DATED JANUARY 9, 2020
PRIVATE PLACEMENT OFFER LETTER FOR PRIVATE PLACEMENT OF FIXED RATE, UNSECURED,
RATED, TAXABLE, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE ₹ 10,00,000/-
EACH (“DEBENTURES”) UNDER SERIES-1 FOR AN ISSUE SIZE OF ₹ 500 CRORE, WITH OPTION TO
RETAIN OVERSUBSCRIPTION UPTO ₹ 1,000 CRORE AGREEGATING TO ₹ 1,500 CRORE. SERIES 1
COMPRISES OF SERIES 1A DEBENTURES WITH BASE ISSUE SIZE OF RS. 125 CRORES WITH OPTION TO
RETAIN OVERSUBSCRIPTION UPTO RS. 375 CRORES AGGREGATING TO RS. 500 CRORES AND SERIES
1B DEBENTURES WITH BASE ISSUE SIZE OF RS. 250 CRORES WITH OPTION TO RETAIN
OVERSUBSCRIPTION UP TO RS. 750 CRORES AGGREGATING TO RS. 1,000 CRORES. OPTION TO RETAIN
OVERSUBSCRIPTION (GREEN SHOE OPTION) IS RESERVED FOR BHARAT BOND ETF.
NEITHER THE ISSUER NOR ANY OF THE CURRENT DIRECTORS OF THE ISSUER HAVE BEEN DECLARED
AS WILFUL DEFAULTER. FOR DETAILS OF THE SAME PLEASE REFER TO PAGE NO. 103 OF THIS
PRIVATE PLACEMENT OFFER LETTER.
TRUSTEE FOR THE DEBENTURE HOLDERS
REGISTRAR TO THE ISSUE
SBICAP TRUSTEE COMPANY LIMITED
Registered Office: 202, Maker Tower 'E', Cuffe Parade,
Mumbai - 400 005.
Corp Office: Apeejay House, 6th Floor, 3, Dinshaw Wachha
Road, Churchgate, Mumbai - 400 020
Tel: +91 22 43025555
Facsimile: +91 22 43025500
Contact Person: Ms. Savitri Yadav, Company Secretary and
Compliance Officer
Email: [email protected]
Website: www.sbicaptrustee.com
SEBI Registration No.: IND000000536
LINK INTIME INDIA PVT. LTD.
Registered Office: C 101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai - 400083.
Tel: +91 22 4918 6000
Facsimile: +91 22 4918 6060
Contact Person: Amit Dabhade
Email: [email protected]
Website: www.linkintime.co.in
SEBI Registration No.: INR000004058
ISSUE PROGRAMME Bid Opening & Closing: January 9, 2020
Issue opening & Closing: January 9, 2020
Pay-In Date: January 13, 2020 (T+2)
Deemed Date of Allotment: January 13, 2020
LISTING
The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE and NSE. The BSE and NSE
have granted the in-principle approval vide letter dated January 3, 2020, and dated January 3, 2020, respectively.
TABLE OF CONTENTS
SECTION I .............................................................................................................................................................................. 4
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................ 4
SECTION II ...........................................................................................................................................................................10
DISCLAIMERS .....................................................................................................................................................................10
SECTION III ..........................................................................................................................................................................14
GENERAL INFORMATION ...............................................................................................................................................14
SECTION IV ..........................................................................................................................................................................17
BRIEF HISTORY OF THE ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES UNDERTAKEN, ANY
REORGANISATION, RECONSTRUCTION OR AMALGAMATION ..........................................................................17
SECTION V ...........................................................................................................................................................................21
EXISTING CORPORATE ORGANOGRAM (CORPORATE STRUCTURE) AS ON DATE OF THIS DOCUMENT
.................................................................................................................................................................................................21
SECTION VI ..........................................................................................................................................................................22
BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS ...............................22
SECTION VII ........................................................................................................................................................................31
OUR MANAGEMENT .........................................................................................................................................................31
SECTION VIII .......................................................................................................................................................................38
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC. .......................................38
SECTION IX ..........................................................................................................................................................................50
MANAGEMENT’S PERCEPTION OF RISK FACTORS ................................................................................................50
SECTION X ...........................................................................................................................................................................56
CAPITAL STRUCTURE AND FINANCIAL POSITION OF THE ISSUER ..................................................................56
SECTION XI ..........................................................................................................................................................................74
PARTICULARS OF THE OFFER ......................................................................................................................................74
SECTION XII ........................................................................................................................................................................87
SUMMARY TERM SHEET .................................................................................................................................................87
SECTION XIII .......................................................................................................................................................................99
MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE ......................................................99
SECTION XIV .....................................................................................................................................................................100
CREDIT RATING & RATIONALE THEREOF .............................................................................................................100
SECTION XV ......................................................................................................................................................................101
NAME OF DEBENTURE TRUSTEE ...............................................................................................................................101
SECTION XVI .....................................................................................................................................................................102
STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED ....................................................102
SECTION XVII ...................................................................................................................................................................103
DEBT EQUITY RATIO (On standalone basis) ................................................................................................................103
SECTION XVIII ..................................................................................................................................................................104
WILFUL DEFAULTER ......................................................................................................................................................104
SECTION XIX .....................................................................................................................................................................105
SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS..........................105
SECTION XX ......................................................................................................................................................................106
UNDERTAKING REGARDING COMMON FORM OF TRANSFER .........................................................................106
SECTION XXI .....................................................................................................................................................................107
MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER ..107
SECTION XXII ...................................................................................................................................................................108
DECLARATION .................................................................................................................................................................108
SECTION XXIII ..................................................................................................................................................................109
ANNEXURES ......................................................................................................................................................................109
4
SECTION I
DEFINITIONS AND ABBREVIATIONS
Terms Description
AY Assessment Year
Articles/ Articles of Association/ AoA Articles of Association of our Company, as amended from time to time.
Allotment/ Allot The issue and allotment of the Debentures to the successful Applicants
pursuant to this Issue.
Applicant/ Investor A person who makes an offer to subscribe to the Debentures pursuant
to the terms of this Private Placement Offer Letter and the Application
Form.
Auditing Standards Standards of auditing or any addendum thereto for companies or class
of companies referred to in sub-section (10) of Section 143 of the
Companies Act, 2013.
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 for Series 1.
Arrangers to the Issue Arrangers to the issue are the entities as listed in this Private Placement
Offer Letter.
Beneficial Owner(s) Debenture holder(s) holding Debenture(s) in dematerialized form
(Beneficial Owner of the Debenture(s) as defined in clause (a) of sub-
section of Section 2 of the Depositories Act, 1996).
Board/ Board of Directors The Board of Directors of Mangalore Refinery and Petrochemicals
Limited or any committee of the Board thereof.
Book Closure/ Record Date Record date of interest shall be 15 days prior to each interest payment date
and/ or 15 days prior to the date of Maturity. Interest shall be paid to the
person whose name appears as sole/ first in the Register of Debenture
holders/Beneficial Owners position of the Depositories on Record Date or
to the Debenture holders who have converted the Debentures to physical
form and their name is registered on the registers maintained by Company/
Registrar. In the event of MRPL not receiving any notice of transfer at least
15 days before the respective due date of payment of interest and at least
15 days prior to the maturity date, the transferees for the Debenture shall
not have any claim against MRPL in respect of interest so paid to the
registered Debenture holder.
BSE BSE Limited
CAG Comptroller and Auditor General of India
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act The Companies Act, 2013, as amended from time to time.
Company/ Issuer/ MRPL/ we/ us/ our Mangalore Refinery and Petrochemicals Limited, a company
incorporated under Companies Act, 1956 and having its registered
office at Mudapadav, Kuthethur P.O. via Katipalla, Mangaluru -
575030 Karnataka, India and bearing CIN: L23209KA1988GOI008959
5
Terms Description
CRISIL CRISIL Limited
CSR Corporate Social Responsibility
Debentures Fixed rate, Unsecured, Rated, Taxable, Redeemable, Non-convertible
Debentures of the face value of ₹ 10,00,000/- each offered through
private placement route under the terms of this Private Placement Offer
Letter.
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/ Registrar.
Debt Securities Non-Convertible debt securities which create or acknowledge
indebtedness and include debenture, Debentures 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.
Deemed Date of Allotment The cut-off date on which the Board/ duly authorized committee or
officials authorised approves the Allotment of the Debentures i.e. the
date from which all benefits under the Debentures including interest on
the Debentures shall be available to the Debenture holders. The actual
allotment of Debentures (i.e. approval from the Board of Directors or a
committee thereof) may take place on a date other than the Deemed
Date of Allotment.
Depository A Depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository Participant A Depository participant as defined under Depositories Act, 1996
Designated Stock Exchange BSE
DP Depository Participant
DRR Debenture Redemption Reserve
EBP “Electronic Book Platform” or “EBP” means a recognized stock
exchange or a recognised depository which, pursuant to obtaining
approval from SEBI, provides an electronic platform for the private
placement of securities.
EPS Earnings Per Share
FBIL Financial Benchmark India Private Ltd
FIs Financial Institutions
FIIs Foreign Institutional Investors (as defined under the SEBI (Foreign
Institutional Investors) Regulations, 1995) and registered with the SEBI
under applicable laws in India.
FPIs Foreign Portfolio Investors as defined under SEBI (Foreign Portfolio
Investors) Regulations, 2014 registered with SEBI.
Financial Year/ FY/ Fiscal Period of twelve months ending on March 31, of that particular year
6
Terms Description
ICRA ICRA Limited
GoI Government of India/ Central Government
HUF Hindu Undivided Family
Trustee/ Debenture Trustee SBICAP Trustee Company Limited
Independent Director An independent director referred to in sub-section (6) of Section 149 of
the Companies Act, 2013
Issue/ Offer Private Placement of Debentures of ₹ 500 crore with an option to retain
oversubscription up to ₹ 1,000 crore aggregating to ₹ 1,500 crore
comprising of Series 1A Debentures with base issue size of Rs. 125
crores with option to retain oversubscription upto Rs. 375 crores
aggregating to Rs. 500 crores and Series 1B Debentures with base issue
size of Rs. 250 crores with option to retain oversubscription up to Rs.
750 crores aggregating to Rs. 1,000 crores under this Private Placement
Offer Letter.
The oversubscription portion is reserved for Bharat Bonds ETF.
IT Act The Income Tax Act, 1961, as amended from time to time.
IT Department/ IT Dept. Income Tax Department
IT Income Tax
Key Managerial Personnel Key managerial personnel, in relation to the Company, shall mean:
i. Managing Director & Whole-time Directors;
ii. Company Secretary; and
iii. Chief Financial Officer.
Listing Agreement Listing agreement under SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015
MD Managing Director of MRPL
Memorandum/Memorandum of
Association
Memorandum of Association of the Company as originally framed or
as altered from time to time in pursuance of any previous company law
or of the Companies Act, 2013.
MoPNG Ministry of Petroleum and Natural Gas
MIBOR Mumbai Interbank Offer Rate
MCLR Marginal Cost of Funds based Lending Rate
MF Mutual Fund
NSE National Stock Exchange of India Limited
NSDL National Securities Depository Limited
PAN Permanent Account Number
Private Placement The offer of Debentures or invitation to subscribe to the Debentures of
the Issuer (other than by way of public offer) through the issue of this
7
Terms Description
Private Placement Offer Letter investors on such conditions including
the form and manner of the private placement as prescribed under the
Companies Act, 2013, as amended
Private Placement Offer Letter/
Information Memorandum/ PPOL
Private Placement Offer Letter shall mean this Private Placement Offer
Letter.
GIR General Index Registration Number
₹/ INR/ Rupees/ Rs. Indian National Rupee
RTGS Real Time Gross Settlement
ROC Registrar of Companies, Bengaluru
Registrar to the Issue Link Intime India Private Limited
SEBI Securities and Exchange Board established under the Securities and
Exchange Board of India Act, 1992, as amended from time to time
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from
time to time
SEBI Guidelines Any rule, regulation or amendment as may be issued by SEBI from time
to time.
SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 as amended from time to time.
TDS Tax Deducted at Source
Business Related Terms
Term Description
ATF Aviation Turbine Fuel
BS Bharat Standards
CRMB Crumb Rubber Modified Bitumen
CHTU Coker Heavy Gas Oil Hydrotreating Unit
DHDT Diesel Hydrotreating
DCU Delayed Coker Unit
DBS Development Bank of Singapore
EC Environmental Clearance
ECB External Commercial Borrowing
FKCCI Federation of Karnataka Chamber of Commerce and Industry
FO Furnace Oil
GRM Gross Refining Margin
GOHDS Gas Oil Desulphurization Unit
HPCL Hindustan Petroleum Corporation Limited
8
Term Description
HR Human Resource
HSD High-speed diesel
IOCL Indian Oil Corporation Limited
ISPRL Indian Strategic Petroleum Reserves Limited
KIADB Karnataka Industrial Areas Development Board
KTPA Kilo-Tonnes Per Annum
L&T Larsen and Toubro
LPG Liquefied petroleum gas
LSFO Low Sulphur Fuel Oil
LSWR Low Sulphur Waxy Residue
LSHS Low Sulphur Heavy Stock
MBN Million British Thermal Units/Barrel/Energy Factor
NRGF MBTU/BBL/NRGF is the unit for measuring energy consumption +
loss in the refinery sector as per the guidelines of the Center for High
Technology
MLD Megalitres per Day
MM Million Metric
MMT Million Metric Tonnes
MMTPA Million Metric Tonnes Per Annum
MoEF &CC Ministry of Environment, Forest and Climate Change
MS Motor Spirit
MSEZ Mangalore Special Economic Zone
MSL Mangalore SEZ Limited
MSME Ministry of Micro, Small & Medium Enterprises
MW Megawatt
NA Not Available
NBFC Non-Banking Finance Company
NMPT New Mangalore Port Trust
OIDB Oil Industry Development Boards
OGCF Oil & Gas Conservation Fortnight
OMC Oil Marketing Companies
OMPL ONGC Mangalore Petrochemicals Limited
ONGC Oil and Natural Gas Corporation Limited
OVL ONGC Videsh Limited
PMC Project Management Consultant
PFCCU Petrochemical Fluidized Catalytic Cracking Unit
TMT Thousand Metric Tonnes
9
Term Description
SBI State Bank of India
SKO Superior Kerosene Oil
SMAFSL Shell MRPL Aviation Fuels and Services Ltd (SMAFSL)
SOMO State Organization for Marketing of Oil, Iraq
TOLIC Town Official Language Committee
USD United States Dollar
VIZ Videlicet
VGO Vacuum Gas Oil
WDM Wholesale Debt Market
10
SECTION II
DISCLAIMERS
DISCLAIMER OF THE ISSUER
This Private Placement Offer Letter is neither a Prospectus nor a Statement in lieu of Prospectus and is prepared in
conformity with Companies Act, 2013, Form PAS-4 prescribed under Section 42 and Rule 14 of Companies (Prospectus
and Allotment of Securities) Rules, 2014, SEBI Guidelines and the relevant rules and regulations therein. This document
does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by
the Issuer. This document is for the exclusive use of the investors to whom it has been specifically addressed and it
should not be circulated or distributed to the third party(s). It is not and shall not be deemed to constitute an offer or an
invitation to the public, in general, to subscribe to the Debentures issued by the Issuer. This Issue is made strictly on
private placement basis. Apart from this Private Placement Offer Letter, no offer document or prospectus is being
prepared in connection with the offering of this Issue or in relation to the Issuer.
This Private Placement Offer Letter is not intended to form the basis of evaluation for the prospective subscribers to
whom it is addressed, and who are willing and eligible to subscribe to the Debentures issued by the Company. This
Private Placement Offer Letter has been prepared to give general information regarding the Company to parties
proposing to invest in this Issue and it does not purport to contain all the information that any such party may require.
The Company believes that the information contained in this Private Placement Offer Letter is true and correct as of the
date hereof. the Company does not undertake to update this Private Placement Offer Letter to reflect subsequent events
and thus prospective subscribers must confirm the accuracy and relevance of any information contained herein with the
Company. However, the Company reserves its right for providing the information at its absolute discretion. The
Company accepts no responsibility for statements made in any advertisement or another material and anyone placing
reliance on any other source of information would be doing so at their own risk and responsibility.
Prospective subscribers must make their own independent evaluation and judgment before making the investment
and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing
in Debentures. It is the responsibility of the prospective subscribers to have obtained all consents, approvals or
authorizations required by them to make an offer to subscribe for and purchase the Debentures. It is the
responsibility of the prospective subscribers to verify if they have the necessary power and competence to apply
for the Debentures under the relevant laws and regulations in force. Prospective subscribers should conduct their
own investigation, due diligence and analysis before applying for the Debentures. Nothing in this Private
Placement Offer Letter should be construed as advice or recommendation by the Issuer or by the Arrangers to the
Issue to subscribers to the Debentures. The prospective subscribers also acknowledge that the Arrangers to the
Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe to the
Debentures. Prospective subscribers should also consult their own advisors on the implications of application,
allotment, sale, holding, ownership and redemption of these Debentures and matters incidental thereto.
This Private Placement Offer Letter is not intended for distribution and as per sub-section (7) of section 42 of the
Companies Act, 2013, the Issuer shall not release any public advertisements or utilise any media, marketing or
distribution channels or agents to inform the public at large in relation to this Issue. It is meant for the consideration of
the person to whom it is addressed and should not be reproduced by the recipient. The securities mentioned herein are
being issued on a private placement basis and this offer does not constitute a public offer/ invitation.
The Issuer reserves the right to withdraw the private placement of the Debentures prior to the issue closing date(s),
in the event of any unforeseen development adversely affecting the economic and regulatory environment or any
other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the
application money, if any, along with interest payable on such application money, if any. The Private placement
Offer Letter 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, in terms of
which the Green Shoe Option shall be exclusively reserved for the BHARAT Bond ETF at the same cut-off yield
of the base amount.
11
The Investors confirm that they are aware of and understand the contents as set out under this section.
DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA
This Private Placement Offer Letter has not been filed with SEBI. The Debentures have not been recommended
or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter.
It is to be distinctly understood that this Private Placement Offer Letter should not, in any way, be deemed or
construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the
financial soundness of any scheme or the project for which the Issue is proposed to be made or for the correctness
of the statements made or opinions expressed in this Private Placement Offer Letter. Since the Issue of Debentures
is being made on a private placement basis, this Private Placement Offer Letter is not required to be filed with
SEBI.
DISCLAIMER OF THE ARRANGERS
It is advised that the Company has exercised self-due-diligence to ensure complete compliance of the prescribed
disclosure norms in this Private Placement Offer Letter. The role of the Arrangers to the Issue in the assignment is
confined to marketing and placement of the Debentures on the basis of this Private Placement Offer Letter as prepared
by the Company. The Arrangers to the Issue have neither scrutinized/ vetted nor have they done any due diligence for
verification of the contents of this Private Placement Offer Letter. The Arrangers to the Issue shall use this Private
Placement Offer Letter for the purpose of soliciting subscription from qualified institutional investors in the Debentures
to be issued by the Company on a private placement basis. It is to be distinctly understood that the aforesaid use of this
Private Placement Offer Letter by the Arrangers to the Issue shall neither in any way be deemed or construed that this
Private Placement Offer Letter has been prepared, cleared, approved or vetted by the Arrangers to the Issue; nor do they
in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Private
Placement Offer Letter; nor do they take responsibility for the financial or other soundness of the Issuer, its promoters,
its management or any scheme or project of the Company. The Arrangers to the Issue or any of its directors, employees,
affiliates or representatives do not accept any responsibility and/ or liability for any loss or damage arising of whatever
nature and extent in connection with the use of any of the information contained in this Private Placement Offer Letter.
DISCLAIMER OF THE STOCK EXCHANGES
As required, a copy of this Private Placement Offer Letter has been submitted to NSE and BSE (hereinafter
referred to as the “Exchange”) for hosting the same on its website. It is to be distinctly understood that such
submission of the document with NSE and BSE or hosting the same on its website should not in any way be
deemed or construed that this Private Placement Offer Letter has been cleared or approved by the Exchange; nor
do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
document; nor do they warrant that the Issuer’s Debentures will be listed or continue to be listed on the Exchange;
nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management
or any project of the Company. Every person who desires to apply for or otherwise acquires 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/ acquisition whether by reason of anything stated or omitted to be stated
herein or any other reason whatsoever.
A draft copy of this document was also submitted to BSE for hosting the same on electronic bidding platform of
BSE. It is to be distinctly understood that such submission of the document with BSE for hosting the same on its
electronic bidding platform shall not be, in any way, deemed or construed that this Private Placement Offer Letter
has been cleared or approved by the BSE; nor do they in any manner warrant, certify or endorse the correctness
or completeness of any of the contents of this document; nor does it warrant that the Issuer’s Debentures will be
listed or continue to be listed on any exchange; nor does it take responsibility for the financial or other soundness
of this Issuer, its promoters, its management or any project of MRPL. 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 MRPL whatsoever by reason of any loss which may be suffered
by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything
stated or omitted to be stated herein or any other reason whatsoever.
12
DISCLAIMER OF THE RATING AGENCIES
CRISIL ratings should not be treated as a recommendation to buy, sell or hold the rated debt instruments. CRISIL
ratings are subject to a process of surveillance, which may lead to a revision in ratings. CRISIL rating is a symbolic
indicator of CRISIL’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.crisil.com or contact any
CRISIL office for the latest information on CRISIL ratings outstanding. CRISIL 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 CRISIL in
particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness
of any such information. Also, CRISIL or any of its group companies may have provided services other than the
rating to the issuer rated. All information contained herein must be construed solely as statements of opinion, and
CRISIL shall not be liable for any losses incurred by users from any use of this publication or its contents.
ICRA ratings should not be treated as a recommendation to buy, sell or hold the rated debt instruments. ICRA
ratings are subject to a process of surveillance, which may lead to a revision in ratings. 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. ICRA has not conducted any audit of the rated issuer
or of the information provided by it. While reasonable care has been taken to ensure that the information herein
is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no
representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such
information. Also, ICRA or any of its group companies may have provided services other than the 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 THE TRUSTEE
The Debenture Trustee does not confer any guarantee and will not be responsible for any non-payment of interest
and redemption and or any loss suffered or any claim made by a debenture holder(s).
CONFIDENTIALITY
The person who is in receipt of this private placement offer letter shall maintain utmost confidentiality regarding
the contents of this private placement offer letter and shall not reproduce or distribute in whole or part or make
any announcement in public or to a third party regarding the contents of this private placement offer letter or
deliver this private placement offer letter or any other information supplied in connection with this private
placement offer letter or the Debentures to any other person, whether in electronic form or otherwise, without the
consent of the Issuer. Any distribution or reproduction of this private placement offer letter in whole or in part or
any public announcement or any announcement to third parties regarding the contents of this private placement
offer letter or any other information supplied in connection with this private placement offer letter or the
Debentures is unauthorized. Failure to comply with this instruction may result in a violation of the Companies
Act, the SEBI Debt Regulations or other applicable laws of India and other jurisdictions. This private placement
offer letter has been prepared by the Issuer for providing information in connection with the proposed Issue
described in this private placement offer letter.
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
13
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 REGARDING JURISDICTION
This Issue will be made in India to the Investors as specified under “Eligible Investors” of this Information
Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not
constitute an offer to sell or an invitation to subscribe to the Debentures offered hereby to any person to whom it
is not specifically addressed. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts
of Mangaluru, Karnataka. This Information Memorandum 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.
14
SECTION III GENERAL INFORMATION
3.1. ISSUER
Name of the Issuer : Mangalore Refinery and Petrochemicals Limited
Registered and Corporate Office : Mudapadav, Kuthethur P.O. via Katipalla
Mangaluru -575030, Karnataka, India
Website : www.mrpl.co.in
E-mail : [email protected]
Telephone Number : +91 824 2270400
Fax Number : +91 824 2271404
CIN : L23209KA1988GOI008959
3.2. DIRECTOR (FINANCE) / CHIEF FINANCIAL OFFICER (CFO) AND COMPLIANCE
OFFICER
DIRECTOR (FINANCE) / CFO COMPLIANCE OFFICER
Pomila Jaspal
Mudapadav, Kuthethur P.O. via Katipalla,
Mangaluru -575030, Karnataka, India
Tel. No. : +91 824 2883022
Fax: +91 824 2273079
Email: [email protected]
Dinesh Ranjan Mishra
Company Secretary
Mudapadav, Kuthethur P.O. via Katipalla, Mangaluru -
575030, Karnataka, India
Tel: +91 824 2883275
Facsimile: +91 824 2271404
E-mail: [email protected]
3.3. ARRANGERS TO THE ISSUE
[●]
[● name]
[● address]
[●contact person]
[● SEBI Registration No.]
Tel: [●]
Facsimile: [●]
E-mail: [●] Website: [●]
3.4. CREDIT RATING AGENCIES
CRISIL LIMITED ICRA LIMITED
CRISIL House
Central Avenue,
Hiranandani Business Park,
Powai, Mumbai- 400 076
Tel: + 91 22 3342 3000
Fax: +91 22 3342 3050
Website: www.crisil.com
1105, Kailash Building
11th Floor
26, Kasturba Gandhi Marg,
New Delhi – 110001
Tel: +91 11 23357940/50
Fax: +91 11 23357014
Website: www.icra.in
3.5 Trustee for the Debenture Holders
SBICAP TRUSTEE COMPANY LIMITED
Registered Office: 202, Maker Tower 'E'
Cuffe Parade,
Mumbai - 400 005.
15
Corp Office: Apeejay House, 6th Floor, 3,
Dinshaw Wachha Road,
Churchgate,
Mumbai - 400 020
Tel: +91 22 43025555
Facsimile: +91 22 43025500
Contact Person: Ms. Savitri Yadav
Email: [email protected]
Investor Grievance Email: [email protected]
Website: www.sbicaptrustee.com
SEBI Registration No.: IND000000536
3.6 Registrar to the Issue
LINK INTIME INDIA PVT. LTD.
Registered Office: C 101, 247 Park, L.B.S.Marg,
Vikhroli (West), Mumbai - 400083.
Tel: +91 22 4918 6000
Facsimile: +91 22 4918 6060
Contact Person: Amit Dabhade
Email: [email protected]
Website: www.linkintime.co.in
SEBI Registration No.: INR000004058
3.7 STATUTORY AUDITORS OF THE ISSUER
S.
No.
Name Address Auditors of the
Company since
1. M/s. Manohar Chowdhry &
Associates,
Chartered Accountants
ICAI Firm Registration: 001997S
#102, MICASA, Near KSRTC Bus Stand,
Bejai Main Road,
Mangaluru – 575004
Tel: 0824-2988383
Email: [email protected]
Contact Person: Murali Mohan Bhat
July 12, 2017
2. M/s. S Venkatram & Co LLP,
Chartered Accountants,
ICAI Firm
Registration: 004656S/S200095
965, JLB Road, Lakshmipuram, Mysore -
570004
Tel: 24992155 / 56 / 57
Email: [email protected]
Contact Person: R. Vaidyanathan
August 1, 2019
Statutory auditors of the Company are appointed by the Comptroller and Auditor General of India (“CAG”).
Annual accounts of the company are reviewed every year by CAG.
3.8 Details of change in statutory Auditors of the Company since last 3 (three) years:
S.
No.
Financial
Year
Name Address Date of
Appointment/
Resignation
Remark
(if any)
1. 2017-18 M/s. Manohar
Chowdhry &
Associates
Chartered
Accountants
ICAI Firm
Registration:
001997S
#102, MICASA, Near KSRTC
Bus Stand, Bejai Main Road,
Mangaluru – 575004
Tel: 0824-2988383
Email: [email protected]
Contact Person: Murali Mohan
Bhat
July 12, 2017 Appointed by
CAG.
16
S.
No.
Financial
Year
Name Address Date of
Appointment/
Resignation
Remark
(if any)
2. 2019-20 M/s. S Venkatram
& Co LLP,
Chartered
Accountants,
ICAI Firm
Registration:
004656S/S200095
965 JLB Road, Lakshmipuram,
Mysore -570004
Tel: 24992155 / 56 / 57
Email: [email protected]
Contact Person: R. Vaidyanathan
August 1,
2019
Appointed by
CAG on
August 1,
2019.
3. 2019-20 M/s. Sreedhar,
Suresh &
Rajagopalan LLP
Chartered
Accountants,
ICAI Firm
Registration:
003957S
3-B” Green Heaven”, New 26,
Third Main Road, Gandhi Nagar,
Adyar, Chennai -600 020
Tel: 044-24453149/ 4453159
Email: [email protected]
Contact Person: V. Suresh
Ceased to be
the statutory
auditor of the
Company in
August 2019
Ceased to be
the statutory
auditor of the
Company on
the
appointment
of M/s. S
Venkatram &
Co LLP.
4. 2017-18 M/s. A.
Raghavendra Rao
& Associates,
Chartered
Accountants,
ICAI Firm
Registration:
003324S
G.H.S. Road, Mangaluru -570
001
Tel: 0824-2425966/2421566
Email: [email protected]
m
Contact Person: Gopalakrishna
Bhat T.M.
Ceased to be
the statutory
auditor of the
Company in
July 2017.
Ceased to be
the statutory
auditor of the
Company on
the
appointment
of M/s.
Manohar
Chowdhry &
Associates.
3.9 Transaction Adviser to the Issue
SBI Capital Markets Ltd.
6th Floor, World Trade Tower
Barakhamba Lane, Connaught Place
New Delhi-110001
4.0 Legal Counsel to the Issue
Link Legal India Law Services
Thapar House, Central Wing,
First Floor, 124, Janpath
New Delhi - 110001
Tel: +91 11 465 11000
Facsimile: +91 11 465 11099
Website: www.linklegal.in
17
SECTION IV
BRIEF HISTORY OF THE ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES
UNDERTAKEN, ANY REORGANISATION, RECONSTRUCTION OR AMALGAMATION
4.1. CONSTITUTION
MRPL was set up as a result of joint venture agreement in 1987 between Hindustan Petroleum
Corporation Limited (“HPCL”), a public sector company and M/s IRIL & Associates, an entity set up
by A.V. Birla Group. MRPL was incorporated as a company in the year 1988. MRPL was incorporated
with the objective to operate a refinery at Mangaluru having an initial processing capacity of 3.0 MMT
per annum.
The Company made a mega public issue consisting of 4,31,60,000, 16% Secured Redeemable Partly
Convertible Debentures (PCDs) of ₹ 135/- each aggregating to ₹ 582.66 crore in the year 1993 and
2,80,00,000, 17.5% Secured Redeemable Non-Convertible Debentures of ₹ 200/- each (with detachable
Equity Warrants) aggregating to ₹ 560 crore.
The initial processing capacity of refinery was 3.0 Million Metric tonnes per annum that were later
expanded to the present capacity of 15 Million Metric tonnes per annum. The refinery was conceived to
maximise middle distillates, with the capability to process light to heavy and sour to sweet Crudes with
24 to 46 API gravity. In March 2003, ONGC acquired the total shareholding of A.V. Birla Group and
further infused equity capital of ₹600 crore thus making MRPL a majority held subsidiary of ONGC.
4.2. CHANGES IN THE REGISTERED AND CORPORATE OFFICE
The registered and corporate office of the Company is currently situated at Mudapadav, Kuthethoor, P.O.
Via Katipalla, Mangaluru – 575030.
The table below encapsulates the changes in our registered office since our incorporation.
Date of shareholders’
resolution
Change in address of the Registered Office
September 29, 1995 The Registered Office was changed to Mudapadav, Kuthethoor, P.O. Via
Katipalla, Mangaluru – 575 030
From: 7, Magadi Road, Bangalore – 560 023 on September 30, 1995
Except as above, there has been no change in the registered office of the Company.
4.3. MAJOR EVENTS AND MILESTONES
Year Event
1988 Establishment of Mangalore Refinery & Petrochemicals Limited, as a joint venture
between HPCL and M/s IRIL & associates, AV Birla Group, associate
1993 Public Issue consisting secured redeemable partly convertible debentures (PCDs) and
secured redeemable non-convertible debentures with detachable equity warrants.
2001 The capacity of the plant increased to 9 MMT from 3 MMT
2003 M/s IRIL & associates’ stake acquired by ONGC
2007 Declared as a Mini Ratna company
2011-12 • Won the “Unnatha Suraksha Puraskara” award – 2011 conferred by National
Safety Council –Karnataka Chapter for Outstanding Performance in Safety
Management Systems.
• Excellent” MoU rating received from Department of Public Enterprise,
Government of India for the year 2010-11.
18
Year Event
• Secured second prize for outstanding performance in the area of Hindi
implementation for the year 2010-2011 by the Town Official Language
Committee (TOLIC), Mangaluru.
• Won BT- STAR PSU Excellence award 2012 for Excellence in Market
Capitalization.
• Won OISD ‘Most Consistent Performer (Refineries)’ Award for 2009-10
2012-13 • MRPL has bagged the coveted Petro-fed Award, 2012 “Refinery of the Year” for
the commendable performance in production and operational efficiencies.
• MRPL won “Export Excellence Award, 2013” in Best Manufacturer – Exporter
- large category- Gold by Federation of Karnataka Chamber of Commerce and
Industry.
• MRPL was conferred “State Export Excellence Award” for 2010-11 & 2009-10
Medium/Large category – Gold by Government of Karnataka.
• Managing Director, MRPL has won the “CEO with HR Orientation Award” in
the Global HR Excellence Awards presented by Institute of Public Enterprise,
Hyderabad.
• MRPL conferred with “BT-Star PSU Excellence Award, 2013” in Human
Resource Management category (Mini Ratna /others).
• MRPL was awarded First Prize for outstanding performance in the area on Hindi
Implementation for two consecutive years 2011-12 by the Town Official
Language Implementation Committee (“TOLIC”), Mangaluru
2013-14 • Upgraded to Schedule ‘A’ CPSEs from Schedule “B” with effect from July 4,
2013, by the Department of Public Enterprises, thereby making it eligible for
achieving the “NAVARATNA” status.
• Won the “Refinery of the Year” from Petrofed for the year 2011-12 for leading
performance in production and operational efficiencies while meeting the norms
of Health, Safety and Environment protection.
• Won the “Export Excellence Award, 2013” in Best Manufacturer / Exporter
(large category) – Gold from the Federation of Karnataka Chamber of Commerce
and Industry (FKCCI) on June 22, 2013.
• Secured the first prize for outstanding performance in the area of Hindi
Implementation for the year 2012-13 by Town Official Language Committee
(TOLIC), Mangaluru on May 28, 2013.
• Secured the first prize in the Jawaharlal Nehru Centenary Awards for energy
performance for the year 2011-12 & 2012-13 under the Refineries category
having the complexity of 6.0.
• Secured the first prize in the OGCF-2012 awards for furnace/boiler efficiency
having heat duty more than 1000MM Kcal/hr.
• Won the “State Export Excellence Award” for 2012-13 & 2011-12 Medium/
Large category – Gold & Platinum respectively by Government of Karnataka.
• Won the award for “Best Fuel-efficient Boiler operation” by the Department of
Factories and Boilers on the occasion of 43rd National Safety Day celebration.
2014-15 • Won the “Export Excellence Award, 2014” in Best Exporter Award
(Medium/large category) from the Federation of Karnataka Chamber of
Commerce and Industry (FKCCI) for FY 2013-14
• Won the Silver at “Niryat Shree Award -2014” in the residual sector of the MSME
at FIEO (Federation of Indian Export Organization).
• MRPL was conferred the prestigious “Skoch Foundation Order –of-Merit
Award” for the best project in the country.
19
Year Event
• Shri Vishnu Agrawal, Director Finance of MRPL was adjudged winner of the
‘BT-STAR Excellence Award in the category PSU-small, DIRECTOR-
FINANCE OF THE YEAR’ post a rigorous evaluation process by the Jury of the
BT-Star Excellence Awards 2015.
• MRPL won the first prize for outstanding performance in the area of Hindi
Implementation for the year 2014-15 for the fourth consecutive year by TOLIC,
Mangaluru.
2015-16 • Won the “Export Excellence Award, 2015” in Best Exporter Award
(Medium/large category) from the Federation of Karnataka Chamber of
Commerce and Industry.
2016-17 • ‘FORE - Top Rankers Excellence Award’ for Organizational Excellence
• ‘Niryat Shree’ Gold Trophy in the Residual sector for Non-MSME category by
Federation of Import Export Organization (FIEO)
2017-18 • ‘Governance Now’ award under the Employee Productivity category.
2018-19 • Srishti Good Green Governance Award.
• Runner up in the Public Sector Category in the “Annual BML Munjal Awards for
Business Excellence through Learning & Development”
• Platinum Trophy at 18th Annual Greentech Environment Award”
• "First Prize under ‘large enterprises’ for Hindi Implementation during 2018-19by
TOLIC”
• "Security Project Award of the Year from SECONA (Security Consultants
Association)”
• Plant of the Year 2018 by Fieldcomm Group
2019-20 • MRPL received Unnatha Suraksha Puraskara from National Safety Council.
• MRPL received “Dun & Bradstreet PSU Award” for being the Best Miniratna in
‘Manufacturing, Processing and Generation’ category”
• 19th Annual Greentech Award 2019”
• 2nd prize in “Best Safe Power Boiler” during State level 48th National Safety
day 2019
• Commissioned railway siding project.
4.4. DETAILS REGARDING ACQUISITION OF BUSINESS/ UNDERTAKINGS, MERGERS,
AMALGAMATIONS, REVALUATION OF ASSETS
There has been no acquisition of business/undertakings, mergers, amalgamation or revaluation of assets
in last one year.
4.5. HOLDING ENTITY- OUR PROMOTER
ONGC and HPCL are promoters of the Company. Shareholding of our promoters is as follows:
Number/Detail
s of
Shareholders
Total No. of
Equity Shares
No. of Shares in
Demat form
Total
Shareholding as
a % of total no.
of equity shares
Number of
Shares
pledged
% of Shares
pledged to shares
owned
ONGC 1,25,53,54,097 1,25,53,54,097 71.63 - -
20
HPCL 29,71,53,518 29,71,53,518 16.95 - -
Total 1,55,25,07,615 1,55,25,07,615 88.58 - -
4.6. SUBSIDIARY
ONGC- Mangalore Petrochemicals Limited (“OMPL”) was incorporated on December 19, 2006. OMPL
has its registered office at Mangalore Special Economic Zone, Permude, Mangaluru- 575 006. The
Company holds 51% of the share capital of OMPL. OMPL has set up an aromatic complex with an
annual capacity 914 KTPA of para-xylene and 283 KPTA of Benzene in Mangalore Special Economic
Zone. The revenue from operations was ₹ 8,362 crore during FY 2018-19 as against ₹ 5,561 crore during
the FY 2017-18. OMPL achieved a profit after tax of ₹ 22.90 Crore in FY 2018-19 as against a loss after
tax of ₹ 447 Crore during the FY 2017-18 on the strength of improved physical performance coupled
with improved market conditions
4.7. JOINT VENTURES
The Company has a joint venture.
(i) Shell MRPL Aviation Fuel Services Limited (SMAFSL)
The Company holds 50% of the equity share capital in Shell MRPL Aviation Fuel Services Limited
(SMAFSL) and the balance is held by Shell Gas BV, the Netherlands and its associates. SMAFSL
supplies aviation turbine fuel (ATF) to both domestic and international airlines at several Indian airports
and acts as a contracting company for Indian carrier’s International Aviation Fuel requirements. The
accounts of SMAFSL are consolidated with the Company.
4.8. ENTITIES IN WHICH THE COMPANY HAS EQUITY INVESTMENT
(i) Mangalam Retail Services Limited (MRSL)
The Company has incorporated MRSL along with Gulf Oil, a Hinduja Group Company. MRSL was
incorporated to undertake the business of distribution of petroleum products through retail outlets and
transport terminal. The Company holds 18.98% of the equity share capital in MRSL. MRSL has not
started commercial operations and is in the process of applying for dormant Company status. However,
presently MRSL is not an associate of the Company.
Other than the investment as mentioned above the Company does not have any direct equity investment
in any other entity. However, the subsidiary of our Company OMPL has invested in the equity share of
Mangalore SEZ Limited (“MSL”). OMPL has invested an amount of ₹ 48,00,000 /- equivalent to 0.96%
of the equity capital of MSL. MSL is engaged in the business of developing a special economic zone.
21
SECTION V EXISTING CORPORATE ORGANOGRAM (CORPORATE STRUCTURE) AS ON DATE OF
THIS DOCUMENT
Chairman
22
SECTION VI BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS
Mangalore Refinery and Petrochemicals Limited is a schedule ‘A’ Miniratna, Central Public Sector Enterprise
(CPSE) under the Ministry of Petroleum & Natural Gas, Government of India. The Company is a subsidiary of
Oil and Natural Gas Corporation Limited.
The Company was incorporated on March 7, 1988, as a joint venture oil refinery promoted by M/s Hindustan
Petroleum Corporation Limited, a public sector company and M/s IRIL & associates (AV Birla Group). In March
2003, ONGC acquired the total shareholding of A.V. Birla Group and further infused equity capital of ₹ 600 crore,
thus making MRPL a majority held subsidiary of ONGC. The Company became a public-sector undertaking in
the year 2005 and was upgraded as a Schedule – A Public Sector Undertaking in the year 2013.
The Company is engaged in the business of refining and petrochemicals. It is one of the most complex refineries
in India converting crude oil to various value-added products. The Neilson Complexity Index is 10.63 including
Aromatics Complex.
Other than the registered office we also have the offices at
Delhi Mumbai Bengaluru
SCOPE COMPLEX
7th Floor, Core-8, Lodhi Road
New Delhi – 110003
Tel: 011-24306400
Fax: 011- 24361744
Maker Towers, ‘ E ‘ Wing, 15th Floor,
Cuffe Parade, Mumbai - 400005
Tel: 022-22173000
Fax: 022-22173233
Plot A-1, Opp. KSSIDC A.O.
Building, Industrial Estate
Rajajinagar, Bengaluru – 560010
(Karnataka)
Tel: 080-22642200
Fax: 080-23505501
Main Objects of the Company are as follows:
To purchase or otherwise acquire crude oils and manufacture refine, treat, reduce, distil, blend, smelt, store, hold,
compress, bottle, pack, use, experiment with the exchange, transport, import, export dispose of and generally deal
in: (i) all kinds of petroleum and petrochemical products.
Vision
The Company’s vision is to be a world-class refining and petrochemicals company with a strong emphasis on
productivity, customer satisfaction, safety, health and environment management, corporate social responsibility
and care for employees.
Mission
• Sustain Leadership in energy conservation, efficiency, productivity and innovation.
• Capitalize on emerging opportunities in the domestic and international market.
• Strive to meet customers’ requirements to their satisfaction.
• Maintain global standards in health, safety and environmental norms with a strong commitment towards
community welfare.
• Continuing focus on employee welfare and employee relations.
• Imbibe highest standards of business ethics and values.
23
Refining Capacity
The Company’s 15 MMTPA refinery is located north of Mangaluru city, in Dakshina Kannada district of
Karnataka. Phase - 1 of the Company’s refinery was commissioned with an initial processing capacity of 3.69
MMTPA in the year 1996 which was later expanded by 6 MMTPA to 9.69 MMTPA in 1999. Phase - 3 expansion
of the Company’s refinery was completed in 2013 to its present capacity of 15 MMTPA. The refinery was
conceived to maximise middle distillates, with the capability to process light to heavy and sour to sweet crudes
with 24 to 46 API (American Petroleum Institute) gravity. MRPL has 6% share of total refining capacity in the
country and 10% refining capacity of public sector undertakings.
MRPL’s refinery is capable of processing more than 80 different varieties of crude, which are procured from
around the world including the Middle East, South Asia, Europe, Russia, Africa, South America and the United
States of America.
Geographical Procurement of Crude
The Company sources its crude oil requirement from India and various national oil companies of exporting
countries on a term basis and from open market on the spot basis. During 2018-19, the company procured 16.31
MMT of crude oil of which 12.27 MMT was imported and the balance was sourced indigenously like Mumbai
High, Ravva and Mangala from ONGC and Cairn India. Import of crude oil was 11.823 Million Metric Ton from
middle east countries. To meet the Low Sulphur Heavy Stock (LSHS) requirement and a shortfall in term crude
requirement, MRPL also imported crude oil (1.321 MMT) through spot tender during the year.
19
69
39
Domestic Middle east Others Spot tenders
Sources of Crude Processed as % of Total
24
Petrochemical Business
MRPL also operates a Polypropylene unit which was commissioned in the year 2015.
The Company’s subsidiary, OMPL primarily produces two products: Para Xylene and Benzene. OMPL plant,
situated in the Mangalore Special Economic Zone (“MSEZ”), is integrated with the refinery operations and has
a production capacity of 0.905 MMTPA of Para Xylene and 0.273 MMTPA of Benzene.
Various Units at MRPL and their capacities are as below:
Units Phase1 (1996) Phase 2(1999) Phase 3(2012-14)
Crude & Vac. 4.8 MMTPA 7.2 MMTPA 3.0 MMTPA
Hydrocracker 1.6 MMTPA 1.7 MMTPA Nil
Platformer /CCR 0.45 MMTPA 0.45 MMTPA Nil
Visbreaker 0.8 MMTPA 0.8 MMTPA Nil
GOHDS Nil 1.7 MMTPA Nil
PFCCU Nil Nil 2.2 MMTPA
DCU Nil Nil 3.0 MMTPA
CHTU Nil Nil 0.65 MMTPA
DHDT Nil Nil 3.7 MMTPA
Hydrogen 100 TPD 100 TPD 200 TPD
Sulphur Recovery 1 x 105 TPD 2 x 105 TPD 3 x 185 TPD
CPP (Captive Power Plant) 44 MW 73.5 MW 84 MW
Other infrastructure facilities owned by the Company include:
• Raw Water Intake Facility at Nethravati
• Coastal Terminal and Captive Jetty in NMPT • Single Point Mooring Facility • Solar Power Plant (Rooftop) of 6.06 MWp • Retail Outlets (7 Nos.) • RO Plant for treatment of Municipal Sewage Water • Flare Gas Recovery System • Pet-Coke Truck Loading System • Rail Wagon Loading System & Railway Siding • White Oil Loading Facilities
• 137 Storage Tanks including 7 Horton Spheres and 6 Mounded Bullets.
Further, MRPL is in the process of developing the following 2 (two) projects:
• BS-VI Fuel Upgradation at an approved cost of ₹1,810 crore which is scheduled to be completed by
December 2019 and commissioned between December 2019-March 2020.
• Desalination Plant at an approved cost of ₹621 crore which are slated for completion between March-
August 2020. The Plant has received approval from the environmental authority. The Plant is presently
under construction.
Raw materials
The Company sources its crude oil requirement from India and various national oil companies of exporting
countries on the term basis and from open market on a spot basis. During 2018-19, the company procured 16.31
MMT of crude oil of which 12.27 MMT was imported and the balance was sourced indigenously like Mumbai
High, Ravva and Mangala from ONGC and Cairn India. To meet the Low Sulphur Heavy Stock (LSHS)
25
requirement and the shortfall in term crude requirement, MRPL also imported crude oil (1.321 MMT) through
spot tender during the year.
The company lifted the first parcel of UAE’s Das Blend crude oil from OVL equity in the field. The first cargo
was received at Mangaluru Port on June 09, 2018. Ural and Basrah Heavy and Nagayalanka (domestic) crudes
were processed for the first time. MRPL has also processed US crudes viz southern green canyon, thunder horse
etc.
Products
Products of the Company and their production during 2018-19 are as follows:
High-speed diesel and motor spirit are the main revenue-generating products for the Company. For the year 2018-
19 HSD and MS generated revenue of ₹ 35,512.86 crore and ₹ 8,706.56 crore, respectively.
MRPL is the only company in southern India to produce Poly Propylene (“PP”). The PP unit has been
commissioned and started commercial production since June 2015. The plant is having an annual production
capacity of 440 KTPA based on a single line and 8000 operating hours. The technology supplier for the plant is
M/s Novolen, Germany. The line is having two reactors and single extruder. The product is sold under the trade
name of MangPol. The brand is well established and is the leading brand of PP in southern India.
The company also exported certain products:
Operational Performance
The Company achieved its highest ever levels of crude processing at 16.23 MMTPA and its highest-ever high-
sulphur crude processing at 81.50% during the FY 2018-19. Further, the Company achieved certain other key
performance efficiencies during the last fiscal, such as lowest ever MBN at 74.3, highest ever NRGF at 7.35;
highest ever operational availability of 98.46%, and highest ever production of polypropylene at 388 TMT.
The Company achieved a turnover of ₹ 72,283 crore during the financial year 2018-19 and a PAT of ₹ 332 crore
during the financial year 2018-19. The Gross Refining Margin (GRM) for the financial year 2018-19 was 4.06
$/bbl.
PRODUCTS 000 MT PRODUCTS 000 MT
Hydrogen 0.24 HSD 6309
LPG 970 ATF 1517
Fuel gas 2.9 VGO 84
Polypropylene 388 FO 696
M S 1279 LSFO 45.4
Xylol 201 LSWR 21.8
APHTHA 1600 ASPHALT 139
A7 192.5 CRMB 2.5
A9 99 PET COKE 922
SKO 61.5 Sulphur 209
PRODUCTS 000 MT
MS 232.2
NAPHTHA 848.6
ATF 1281
Diesel 1990
Fuel Oil 611
Others 222.5
Total 5185.3
26
Crude Processing
High-sulphur Crude Processing
FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19
78.3% 76.8% 74.3% 81.5%
The Company processed 16.43 MMT (Gross) of Crude in 2018-19 against 16.31 MMT during 2017-18. This was
the highest ever Crude processing achieved by the company. Of this 81.5% of Crude was of the high sulphur
variety.
Distillate Yield
Energy Consumption
Financial Performance
Company’s significant revenues are derived from sales to oil marketing companies which is 64% and 66% of the
Company’s total revenue for the year ending March 31, 2019, & March 31, 2018, respectively. The total sales for
such companies amounted to ₹ 380,85.37 crore for the year ended March 31, 2019, and ₹ 413,92.29 crore for the
15.2515.45
1616.2
15.53
15.9616.13
16.23
FY 15 16 FY 16 17 FY 17 18 FY 18 19
MOU Target Actual
77.04 77.39 76.49 76.8
50
55
60
65
70
75
80
Distillate Yield (%Wt)
80.2479.61
77.06
74.32
70
72
74
76
78
80
82
FY 15 16 FY 16 17 FY 17 18 FY 18 19
Energy Consumption (MBN)
27
year ended March 31, 2018. MRPL supplies around 70% of demand for petroleum products for the State of
Karnataka.
.
There has been a consistent increase in the financial performance of MRPL during recent years.
28
Certifications
The Company confirms and holds the following quality, environment, sustainability and safety standards:
• ISO 9001 – Quality in Operations
• ISO 14001 – Environment Protection
• ISO 17025 – Competency of QC Laboratory
• OHSAS 18001 – Occupational Health and Safety
• ISO 50000 – Energy Performance
• ISO 27001 – Server Security
Research and Development
MRPL has spent about ₹20 Crore on its Research and Development initiatives so far. As part of its research and
development activities, the Company has tied up with major universities and research institutions, such as:
• Central Institute of Plastic Engineering & Technology, Gurugram
• Indian Institute of Technology, Guwahati
• National Chemicals Laboratory, Pune
• National Institute of Technology Karnataka, Surathkal
The Company is undertaking research initiatives in the areas of product & technology development and is
progressively filing patents. MRPL has filed 5 patents in the FY 2018-19 and is undertaking further patents from
its in-house R&D and collaborative R&D initiatives. The Company has spent appx. Rs. 20 crores on research and
development to date.
29
Recently Completed Projects
MRPL has recently completed certain projects which includes 6.063 MWp Rooftop Solar Power Plant, RO Plant
for treatment of municipal sewage water, Flare Gas Recovery System, CCR-2 Revamp, Pet-Coke Truck Loading
System, Rail Wagon Loading System & Railway Siding and white oil loading facilities.
Ongoing Projects
• BS-VI Upgradation
In terms of Auto Fuel Policy and Directives from the Ministry of Petroleum and Natural Gas, MRPL has to
upgrade its plant for BS-VI quality specifications for MS and HSD by April 1, 2020. The project involves
the setting of new units and additional facilities. M/s Engineers India Ltd has been appointed as Engineering,
Procurement and Construction Management Consultant for the job. Environment Clearance for the project
has been obtained. Critical ordering activities have been completed and deliveries have commenced. Site
activities are in full swing. Mechanical completion and commissioning of the new facilities will be achieved
progressively to meet ministry direction guidelines to be applicable from April 2020. While the project will
facilitate the production of 100% MS and HSD compliant to BS-VI grades, the Company has already started
the production and dispatch of BS-VI grade products from its existing facilities.
• Desalination Plant
To mitigate the risk of river water as a single source of water, a desalination plant is being set up near the
sea. This plant of current capacity 30MLD (expandable to 70MLD) will cater to the future water requirement
of the Company. Project is approved by MoEF & CC for Environmental Clearance and formal grant of EC
obtained on 18.04.2019. M/s Fichtner India is the PMC for the project and M/s VA Tech Wabag is the LSTK
contractor. The plant is scheduled to be completed by 2020.
• 2G Ethanol
MRPL is in a process of setting up a 2G Ethanol project in the State of Karnataka in line with the national
vision for reducing import dependency of crude oil. 2G Ethanol is produced from agro residues viz Corn
cobs, Rice straw, Wheat stalk, Corn Stalk etc. Land for the same is allotted by KIADB at Harihara,
Davangere. The project is under the techno-economic feasibility study.
Corporate Social Responsibility
MRPL’s social welfare and community development initiatives focus on the key areas of education, health
care & sanitation and overall development of basic infrastructure in and around its operational area/
Dakshina Kannada & Udupi District/Karnataka State. These projects are largely in accordance with
Schedule VII of the Companies Act, 2013.
As a part of National Skill Development Mission of the Government of India, MRPL has set up “MRPL
Kaushal Vikas Kendra” (MRPL KVK) on 12/02/2017. A total of 58 candidates of MRPL KVK have
undergone skill development training in various courses like “CNC Operator - Vertical Machining Centre
and “Through Hole Assembly Operator” at Nettur Technical Training Foundation (NTTF), Bangalore during
the financial year. Assessment of the course by respective Trade Council was undertaken by the candidates
for Certification and Placement assistance were offered to all the candidates willing for relocation. Till date
around 77 people have been offered jobs by various industry.
MRPL and Indian Institute of Management-Kozhikode (IIM-K) has also signed an MoU to support
innovative start-up ventures to leverage the individual strengths of the two public organizations to contribute
to the entrepreneurial ecosystem in line with start-up mission of the government of India. MRPL has
allocated an amount of Rs. Rs. 10 Crore and disbursed an amount of 1.26 crores towards the said purpose.
MRPL has identified villages under three Gram Panchayats (GP) in its surroundings and decided to make
them smoke-free. About 132 families belonging to the villages under these Panchayats have been distributed
with the free LPG kits. In addition to these, 161 leftover families belonging to Chelairu, Soorinje, Permude,
Jokatte Panchayats have also distributed the LPG kits.
30
Growth Plan
Stage 1 (2018-2021) – Minor Projects & Revamps
In stage 1 MRPL plans to complete various ongoing projects including various infrastructure projects, BS-
VI Project, OMPL Integration. The Company plans to add another 200 retail outlets in the near future. BS-
VI and desalination are major projects under stage 1.
Stage 2 (2022-2027) – Expansion & Non-Bulk Petchems
During the second stage, the Company intends to enhance the present capacity to 18 MMTPA, to increase
petrochem products to more than 10% of the total production. Land acquisition for the same is in progress
through KIADB. The Company has also applied for Environment clearance.
Stage 3 (2030-Beyond) - Stage 3
In stage 3 the Company intends to increase capacity to produce Petchem and complex petrochemical
products.
31
SECTION VII OUR MANAGEMENT
7.1. DETAILS OF THE BOARD
As per Article 128A of AoA of the Company, subject to provisions of applicable law, the Board of the
Company shall have 16 (Sixteen) Directors. Presently, Board of the Company comprises of 15 (Fifteen)
Directors, out of which the Board consist of a Non-Executive Chairman, 3 Executive Directors, 4 Non-
executive Directors and 7 independent Directors. The Company is short of one independent director. The
Company has already requested the administrative ministry, MoPNG for the nomination of an
independent director on the Board of the Company. The following table sets forth details regarding our
Board as on date of making Private Placement offer:
NAME,
FATHER’S/HUSBAN
D’S NAME,
DESIGNATION,
OCCUPATION, DIN,
AGE AND
NATIONALITY
RESIDEN
TIAL
ADDRESS
DIRECTOR
OF THE
COMPANY
SINCE
APPOINTMENT /
RESIGNATION
REMARKS
Name: Shri Shashi
Shanker
S/o Shri Nand Jee
Sahay
Date of birth: 02-03-
1961
Occupation: Chairman
/Non-Executive
Director
DIN: 06447938
Age: 58
Nationality: Indian
5 Anand
Lok,
August
Kranti
Marg, New
Delhi - 110
049
October 1, 2017
• Oil and Natural Gas
Corporation Limited
• ONGC Videsh
Limited
• Mangalore SEZ Ltd.
• ONGC Tripura Power
Company Limited
• ONGC Petro-additions
Limited
• ONGC Mangalore
Petrochemicals
Limited
• Petronet LNG Limited
Chairman w.e.f.
October 1, 2017.
Name: Shri M.
Venkatesh
S/o Madhav Mysore
Govinda Rao
Date of birth: 11-01-
1965
Occupation: Managing
Director and CEO
DIN: 07025342
Age: 54
Nationality: Indian
MD
Bungalo,
MRPL
Township,
Bala Post,
Katipalla,
Mangaluru
- 575 030
April 1, 2015 • ONGC Mangalore
Petrochemicals
Limited
• Shell MRPL Aviation
Fuels and Services
Limited
• Petronet MHB Limited
• Mangalore SEZ
Limited
Appointed as MD
vide MoPNG letter
dated May 30, 2018.
Earlier he was
holding the post of
Director (Refinery).
Name: Shri M.
Vinayakumar
Quarter
No.: B-1,
MRPL
July 11, 2019 ONGC Mangalore
Petrochemicals Limited
Appointed as
Director Refinery
vide MoPNG letter
32
NAME,
FATHER’S/HUSBAN
D’S NAME,
DESIGNATION,
OCCUPATION, DIN,
AGE AND
NATIONALITY
RESIDEN
TIAL
ADDRESS
DIRECTOR
OF THE
COMPANY
SINCE
APPOINTMENT /
RESIGNATION
REMARKS
S/o Shri Chillayil
Purushothaman
Date of birth: 29-05-
1960
Occupation: Director
(Refinery)
DIN: 08225553
Age: 59
Nationality: Indian
Township,
Bala Post,
Dakshina
Kannada,
Katipalla,
Mangaluru
- 575 030
(Karnataka)
Shell MRPL Aviation
Fuels and Services
Limited
dated July 11, 2019.
Name: Smt. Pomila
Jaspal
D/o Late Shri Yoginder
Singh
Date of birth: 11-01-
1964
Occupation: Director
(Finance)
DIN: 08436633
Age: 55
Nationality: Indian
House No.
C-53,
Ardee City,
Sector – 52,
Wazirabad
(75),
Gurgaon –
122003
(Haryana)
October 14,
2019 • ONGC Petro-
Additions Limited
• ONGC Mangalore
Petrochemicals
Limited
Appointed as
Director (Finance)
vide MoPNG letter
dated October 14,
2019
Name: Shri Subhash
Kumar
S/o Late Shri
Dasaundhi Ram Shastri
Date of birth: 01-01-
1962
Occupation: Non-
Executive Nominee
Director
DIN: 07905656
Age: 57
Nationality: Indian
F-104,
Pawittra
Appts.
Vasundhara
Enclave,
East Delhi -
110 096
(India)
May 15, 2018
• Oil and Natural Gas
Corporation Limited
• Hindustan Petroleum
Corporation Limited
• Petronet MHB Limited
• ONGC Petro
Additions Limited
• ONGC Tripura Power
Company Limited
• Mangalore SEZ Ltd
Appointed as
Nominee Director of
ONGC subsequent
to ONGC Letter
dated May 7, 2018.
Name: Shri Vinod S.
Shenoy
S/o Shri Sadanand
Shenoy
Date of birth: 09-09-
1962
Occupation: Non-
Executive Nominee
Director (HPCL
Nominee)
DIN: 07632981
Age: 57
Nationality: Indian
B-1, Flat
No.-904,
Shree
Saraswati
CHS, N G
Acharya
Marg,
Chembur,
Mumbai -
400 071
November 8,
2016 • Hindustan Petroleum
Corporation Limited
• HPCL Mittal Energy
Limited
• Prize Petroleum
Company Limited
• Ratnagiri Refinery and
Petrochemicals Ltd.
• HPCL Rajasthan
Refinery Limited
Appointed as
nominee director of
HPCL subsequent to
HPCL letter dated
November 7, 2016.
33
NAME,
FATHER’S/HUSBAN
D’S NAME,
DESIGNATION,
OCCUPATION, DIN,
AGE AND
NATIONALITY
RESIDEN
TIAL
ADDRESS
DIRECTOR
OF THE
COMPANY
SINCE
APPOINTMENT /
RESIGNATION
REMARKS
• HPCL Biofuels
Limited
Name: Shri Sunil
Kumar
S/o Shri Jitender Prasad
Yadav
Date of birth: 16-08-
1970
Occupation: Non-
Executive Nominee
Director (Government
Nominee)
DIN: 08467559
Age: 49
Nationality: Indian
CK- 04/4A
Opposite
Cris
Chanakya
Rail
Enclave
Chankyapu
ri New
Delhi –
110021
(India)
October 17,
2019 • Hindustan Petroleum
Corporation Limited
• Engineers India
Limited
Appointed as
Director vide
MoPNG letter dated
October 17, 2019
Name: Shri Sanjay
Kumar Jain
S/o Late Shri Jogdhyan
Jain
Date of birth: 23-02-
1974
Occupation: Non-
Executive Nominee
Director (“Government
Nominee”)
DIN: 08015083
Age: 45
Nationality: Indian
D-2, House
No- 324,
Pandara
Road,
Lodhi
Road,
Central
Delhi,
Delhi -
110003
November 24,
2017
Nil Appointed as
Director vide
MoPNG letter dated
November 24, 2017
Name: Ms. Manjula C.
S/o Late Shri L. K.
Cheluvegowda
Date of birth: 22-12-
1968
Occupation:
Independent Director
DIN: 07733175
Age: 51
Nationality: Indian
63, Old
Bhandrahal
li,
Bhadrawat
hi, Shimoga
- 577229
(Karnataka)
January 31,
2017
Nil Appointed as Non
Official Independent
Director vide
MoPNG letter dated
January 31, 2017
Name: Shri Balbir
Singh
S/o Shri Jagmal Singh
Date of birth: 05-01-
1951
Occupation:
Independent Director
DIN: 07945679
363,
Nitikhand-
3 Near
Jaipuria
Mall Gate
No. 1,
Indirapura
m-201014
Ghaziabad
September 8,
2017
Nil Appointed as Non-
Official Independent
Director vide
MoPNG letter dated
September 8, 2017
34
NAME,
FATHER’S/HUSBAN
D’S NAME,
DESIGNATION,
OCCUPATION, DIN,
AGE AND
NATIONALITY
RESIDEN
TIAL
ADDRESS
DIRECTOR
OF THE
COMPANY
SINCE
APPOINTMENT /
RESIGNATION
REMARKS
Age: 68
Nationality: Indian
Name: Shri Sewa Ram
S/o Shri Kartar Chand
Sarangal
Date of birth 23-05-
1951
Occupation:
Independent Director
DIN: 01652464
Age: 68
Nationality: Indian
660, Sector
26,
Panchkula-
134116
September 8,
2017
Nil Appointed as Non
Official Independent
Director vide
MoPNG letter dated
September 8, 2017
Name: Shri V. P. Haran
S/o Late Mr. K.
Virupakshan
Date of birth 16-07-
1954
Occupation:
Independent Director
DIN: 07710821
Age: 65
Nationality: Indian
23, IFS
Villa, P-6
Builders
Area
Greater
NOIDA:
201310
September 8,
2017
Nil Appointed as Non
Official Independent
Director vide
MoPNG letter dated
September 8, 2017
Name: Dr. G. K. Patel
S/o Shri Kantilal
Venidas Patel
Date of birth 24-07-
1948
Occupation:
Orthopaedic Surgeon
Independent Director
DIN: 07945704
Age: 71
Nationality: Indian
G. K.
Orthopaedi
c Hospital
Krishna
Society
Rotary
Bhavan
Road,
Mehsana-
384002
Gujrat
September 8,
2017
Nil Appointed as Non
Official Independent
Director vide
MoPNG letter dated
September 8, 2017
Name: Shri Vivek
Mallya
S/o Late Shri
Moodabidri Ramesh
Mallya
Date of birth 13-11-
1975
Occupation: Practising
Chartered Accountant
Independent Director
DIN: 05311763
Age: 44
B 601,
Mantri
Elegance
behind
Shoppers
Stop,
Bannerghat
ta Road,
Bangalore
560076,
Karnataka
January 7, 2019 Oil and Natural Gas
Corporation Limited
Appointed as Non
Official Independent
Director vide
MoPNG letter dated
January 3, 2019
35
NAME,
FATHER’S/HUSBAN
D’S NAME,
DESIGNATION,
OCCUPATION, DIN,
AGE AND
NATIONALITY
RESIDEN
TIAL
ADDRESS
DIRECTOR
OF THE
COMPANY
SINCE
APPOINTMENT /
RESIGNATION
REMARKS
Nationality: Indian
Name: Shri R. T.
Agarwal
S/o Late Shri Hazari Lal
Agarwal
Date of birth 12-08-
1956
Occupation:
Independent Director
DIN: 01937329
Age: 63
Nationality: Indian
H. No. 16,
Sector - 41,
Gurugram,
Haryana -
122 001
July 12, 2019 Nil Appointed as Non-
Official Independent
Director vide
MoPNG letter dated
July 12, 2019
Confirmation
None of the current Directors of the Issuer appear in the RBI’s defaulter list and/or ECGC default list.
Corporate Governance
Except as disclosed in this Private placement Offer Letter, the Company is in compliance with the requirements
of Corporate Governance as prescribed under SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and DPE Guidelines on Corporate Governance.
Details of Changes in Directors in the last 3 years:
Name DIN Designation Date of
Appointment
Date of
Completion
of tenure/
Resignation
Date
Reason
Shri V. P. Haran 07710821 Independent
Director
September 8,
2017
Continuing Appointed as Non-
official Independent
Director by MoPNG,
Govt. of India
Shri Sewa Ram 01652464 Independent
Director
September 8,
2017
Continuing Appointed as Non-
official Independent
Director by MoPNG,
Govt. of India
Dr. G. K. Patel 07945704 Independent
Director
September 8,
2017
Continuing Appointed as Non-
official Independent
Director by MoPNG,
Govt. of India
Shri Balbir Singh 07945679 Independent
Director
September 8,
2017
Continuing Appointed as Non-
official Independent
36
Name DIN Designation Date of
Appointment
Date of
Completion
of tenure/
Resignation
Date
Reason
Director by MoPNG,
Govt. of India
Shri Shashi
Shanker
06447938 Chairman October 1,
2017
Continuing Appointed as Chairman
/ Director
Shri K. M.
Mahesh
07402110 Director November 24,
2017
October 17,
2019
Ceased to be a director
w.e.f. from October 17,
2019.
Shri Sanjay
Kumar Jain
08015083 Director November 24,
2017
Continuing Appointed as Govt.
Director by MoPNG,
Govt. of India
Shri Dinesh
Kumar Sarraf
00147870 Chairman March 1, 2014 October 1,
2017
Ceased to be Director
consequent upon his
superannuation as
CMD – ONGC
Shri Diwakar
Nath Misra
07464700 Director March 9, 2016 November 24,
2017
Ceased to be Govt.
Director on withdrawal
of nomination by
MoPNG, Govt. of India
Smt. Perin Devi 07145051 Director May 14, 2015 November 24,
2017
Ceased to be Govt.
Director on withdrawal
of nomination by
MoPNG, Govt. of India
Shri M.
Venkatesh
07025342 Managing
Director
June 1, 2018 Continuing Appointed as
Managing Director
consequent upon the
superannuation of Shri
H. Kumar
Shri Subhash
Kumar
07905656 Director May 15, 2018 Continuing Appointed as nominee
Director of ONGC
Shri Vivek Mallya 05311763 Independent
Director
January 7,
2019
Continuing Appointed as Non-
official independent
Director by MoPNG,
Govt. of India
Shri H. Kumar 06851988 Managing
Director
August 14,
2014
May 31, 2018 Superannuation from
the services of the
Company on May 31,
2018
Shri A. K. Sahoo 07355933 Director
(Finance)
February 1,
2016
December 11,
2018
Ceased to be Director
due to death
Smt. Pomila
Jaspal
08436633 Director
(Finance)
October 14,
2019
Continuing Appointed as Director
(Finance) vide MoPNG
letter dated October 14,
2019
Shri Sunil Kumar 08467559 Nominee October 17, Continuing Appointed as Director
vide MoPNG letter dated
37
Name DIN Designation Date of
Appointment
Date of
Completion
of tenure/
Resignation
Date
Reason
Director 2019 October 17, 2019
Shri R. T
Aggarwal
01937329 Independent
Director
July 12, 2019 Continuing Appointed as Independent
Director vide MoPNG
letter dated July 12, 2019
Shri M.
Vinayakumar
08225553 Director July 11, 2019 Continuing Appointed as Director
(Refinery) vide MoPNG
letter dated July 11, 2019
Ms. Manjula C 07733175 Independent
Director
January 31,
2017
Continuing Appointed as Independent
Director vide MoPNG
letter dated January 31,
2017
Shri Vinod S.
Shenoy
07632981 Director November 8,
2016
Continuing Appointed as Nominee of
HPCL vide HPCL letter
dated November 7, 2016
38
8.1. INTERESTS OF OUR DIRECTORS
Except as otherwise stated in “Financial Statements – Related Party Transactions” our Company has not
entered into any contract, agreements and arrangement during the three financial years preceding the date of
this Private Placement Offer Letter in which the directors are interested directly or indirectly, and no payments
have been made to them in respect of such contracts or agreements.
All directors, including independent director, may be deemed to be interested to the extent of fees if any,
payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of
other remuneration and reimbursement of expenses payable to them and in view of their
employment/nomination.
8.2. INTEREST OF KEY MANAGERIAL PERSONS/PROMOTERS IN THE OFFER
There is no financial or other material interest of the directors, promoters or key managerial personnel in the
offer. There are no contributions which are being made by the directors either as part of the offer or separately
in furtherance of such objects.
8.3. DETAILS OF LITIGATION OR LEGAL ACTION PENDING OR TAKEN BY ANY MINISTRY
OR DEPARTMENT OF THE GOVERNMENT OR A STATUTORY AUTHOTHORITY
AGAINST PROMOTER OF THE OFFEROR COMPANY DURING LAST 3 YEARS
IMMEDIATELY PRECEEDING THE YEAR OF ISSUE AND DIRECTIONS ISSUED
THEREOF
Our promoter, ONGC and HPCL are involved in various legal proceedings including taxation related
proceedings, before various courts and other forums in the ordinary course of business and may have received
directions in this regard.
8.4. REMUNERATION OF DIRECTORS
8.4.1. Managing Director and CEO (Whole Time Director)/ Manager
The following table sets forth the details of remuneration paid to the Directors during the current financial
year (2019-20):
Name of the Director Salary & Allowances,
Performance, Perquisites
Linked Incentive/ Ex-
gratia (₹)
Contribution to
provident and
other funds (₹)
Total (₹)
Shri M. Venkatesh, Managing
Director (from April 1, 2019, to
December 31, 2019)
33.18 Lacs 7.84 Lacs 41.02 Lacs
Shri M. Vinayakumar, Director
(Refinery), (From July 11,
2019, to December 31, 2019)
19.81 Lacs 4.78 Lacs 24.59 Lacs
Smt. Pomila Jaspal, Director
(Finance) (From October 15,
2019 to December 31, 2019)
9.57 Lacs 1.66 Lacs 11.23 Lacs
Total 62.56 Lacs 14.28 Lacs 76.84 Lacs
The following table sets forth the details of remuneration paid to the Directors during FY 2018-19:
SECTION VIII
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC.
39
Name of the Director Salary & Allowances,
Performance, Perquisites
Linked Incentive/ Ex-
gratia (₹)
Contribution to
provident and
other funds (₹)
Total (₹)
Shri M. Venkatesh, Managing
Director (from June 1, 2018,
and Director (Refinery) till May
31, 2018)
62.97 Lacs 5.55 Lacs 68.52 Lacs
Shri H. Kumar, Managing
Director till May 31, 2018 67.07 Lacs 2.84 Lacs 69.91 Lacs
Shri A. K. Sahoo, Director
(Finance) till December 11,
2018
46.04 Lacs 4.95 Lacs 50.99 Lacs
Total 176.08 Lacs 13.34 Lacs 189.42 Lacs
The following table sets forth the details of remuneration paid to the Directors during FY 2017-18:
Name of the Director Salary & Allowances,
Performance,
Perquisites Linked
Incentive/ Ex-gratia (₹)
Contribution to
provident and
other funds (₹)
Total (₹)
Shri H. Kumar, Managing
Director
70 Lacs 6 Lacs 76 Lacs
Shri M. Venkatesh,
Director (Refinery)
67 Lacs 6 Lacs 73 Lacs
Shri A. K. Sahoo, Director
(Finance)
59 Lacs 5 Lacs 64 Lacs
Total 196 Lacs 17 Lacs 213 Lacs
The following table sets forth the details of remuneration paid to the Directors during FY 2016-17:
Name of the Director Salary & Allowances,
Performance,
Perquisites Linked
Incentive/ Ex-gratia (₹)
Contribution to
provident and
other funds (₹)
Total (₹)
Shri H. Kumar, Managing
Director
51 Lacs 4 Lacs 55 Lacs
Shri M. Venkatesh,
Director (Refinery)
38 Lacs 4 Lacs 42 Lacs
Shri A. K. Sahoo, Director
(Finance)
34 Lacs 4 Lacs 38 Lacs
Total 123 Lacs 12 Lacs 135 Lacs
8.4.2. Remuneration in terms of Sitting Fee
Set forth below are the details of the sitting fees paid to directors during the current financial year (2019-
20):
S. No. Name of the
Directors
Sitting Fees Total
Board Meeting Committee
Meeting
In ₹
40
1 Ms. Manjula C 2.00 Lacs 1.80 Lacs 3.80 Lacs
2 Shri V. P Haran 2.00 Lacs 5.10 Lacs 7.10 Lacs
3 Shri Sewa Ram 2.00 Lacs 4.20 Lacs 6.20 Lacs
4 Dr. G. K. Patel 2.00 Lacs 3.00 Lacs 5.00 Lacs
5 Shri Balbir Singh 2.00 Lacs 3.00 Lacs 5.00 Lacs
6 Shri Vivek Mallya 2.00 Lacs 2.70 Lacs 4.70 Lacs
7 Shri R. T. Agarwal 0.80 Lacs ---- 0.80 Lacs
Total 12.80 Lacs 19.80 Lacs 32.60 Lacs
Set forth below are the details of the sitting fees paid to directors during FY-2018-19:
S. No. Name of the
Directors
Sitting Fees Total
Board Meeting Committee
Meeting
1 Ms. Manjula C 6 Meeting 19 Meeting 9.60 Lacs
2 Shri V. P Haran 7 Meeting 26 Meeting 12.40 Lacs
3 Shri Sewa Ram 7 Meeting 24 Meeting 11.50 Lacs
4 Dr. G. K. Patel 7 Meeting 24 Meeting 11.50 Lacs
5 Shri Balbir Singh 7 Meeting 24 Meeting 11.80 Lacs
6 Shri Vivek Mallya 1 Meeting 3 Meeting 1.30 Lacs
7 Total 58.10 lacs
Set forth below are the details of the sitting fees paid to directors during FY-2017-18:
S. No. Name of the
Directors
Sitting Fees Total
Board Meeting Committee
Meeting
In ₹
1 Ms. Manjula C 7 Meeting 20 Meeting 9 Lacs
2 Shri V. P Haran 3 Meeting 7 Meeting 4 Lacs
3 Shri Sewa Ram 3 Meeting 7 Meeting 4 Lacs
4 Dr. G. K. Patel 4 Meeting 7 Meeting 4 Lacs
5 Shri Balbir Singh 4 Meeting 7 Meeting 4 Lacs
Total 25 Lacs
Set forth below are the details of the sitting fees paid to directors during FY-2016-17:
In ₹
S. No. Name of the
Directors
Sitting Fees Total
Board Meeting Committee
Meeting
1 Ms. Manjula C. Board Meeting no
208 held on
07.02.2017
Nil 0.15 Lacs
Total 0.15 Lacs
41
8.5. RELATIONSHIP WITH OTHER DIRECTORS
None of the Directors of the Company is, in any way, related to each other.
8.6. RELATED PARTY TRANSACTIONS
Related party transactions entered during the last 3 financial years immediately preceding the year of
circulation of this private placement offer letter are as follows:
Transactions with Holding Company
(₹ in crore)
Oil and Natural
Gas Corporation
Limited (ONGC)
Nature of Transactions Year ended
March 31, 2019
Year ended
March 31, 2018
Year ended
March 31, 2017
Sales of products Sales of HSD 0.71 1.35 2.05
Sales of High Flash High-Speed
Diesel
868.74 884.73 530.21
Purchase of Crude
& Retail
Outlet
Purchase of Crude Oil 5,441.53 4,943.95 5,330.50
Purchase of Retail Outlet - 1.22 2.51
Services Received Deputation of ONGC
Employees
0.65 0.72 0.29
Rent and Electricity Charges
paid for Mumbai and Delhi
Office
4.90 7.36 1.54
Guarantee Fees Charges for Guarantee given to
Saudi Aramco
1.65 1.58 1.67
Services
provided
Expenses incurred on behalf of
ONGC
- 0.02 1.05
Dividend Dividend Paid 376.61 753.21 -
Loan Repayment of Loan 1,885.69 685.72 -
Interest Expense Interest on Term Loan 54.91 165.78 243.50
Outstanding balances with Holding Company
(₹ In Crore)
Oil and Natural Gas
Corporation Limited
(ONGC)
Nature of Transactions As at March 31,
2019
As at March
31, 2018
As at
March
31, 2017.
Loans Term Loan - 1,885.69 2,571.41
Amount receivable Sale of Oil products 0.69 98.54 61.46
Amount payable Purchase of Crude Oil 410.26 666.56 319.18
Amount payable Purchase of Others 2.59 6.28 1.22
Transactions with Entity having significant influence over the Company
(₹ In Crore)
Hindustan Petroleum
Corporation Limited
(HPCL)
Nature of Transactions Year ended
March 31,
2019
Year ended
March 31,
2018
Year ended
March 31, 2017
Sales of products Sale of petroleum
products
15,657.89 20,766.34 18,533.48
42
Services provided a) Received / Receivable
on account of
Terminalling Charges
- 0.83 4.92
b) Reimbursement of
water charges, facilitation
charges
0.97 1.64 0.49
c) Receipts of
contaminated products,
Hospitality Charges,
Wharfage and stock loss
etc.
4.46 0.62 0.31
d) Dividend 89.15 178.29 -
e) State specific cost
ration-ET reimbursement - - 39.05
Outstanding balances with Entity having significant influence over the Company
(₹ In Crore) Hindustan
Petroleum
Corporation
Limited (HPCL)
Nature of Transactions As at March 31,
2019
As at March
31, 2018
As at March
31, 2017
Amount
receivable
Sale of products 716.88 878.99 896.31
Transit Loss and Others 4.03 4.03 9.55
Amount payable HPCL R &D & Chemical Cleaning 0.24 0.23 0.03
Transactions with Subsidiary
(₹ in crore)
ONGC Mangalore
Petrochemicals Limited
(OMPL)
Nature of Transactions Year ended
March 31,
2019
Year ended
March 31,
2018
Year ended
March 31,
2017
Sales of products Sale of products 5,957.95 4,316.95 466.25
Purchase of products Purchases 1,586.33 1,062.11 89.87
Services received Salary for OMPL staff on
deputation
0.12 1.24 -
Road Facility -0.04 0.79 -
Services provided a) Facilitation Charges 6.88 4.44 0.37
b) Deputation of MRPL
Employees, Energy Charges,
Survey Fees reimbursement
0.38 3.60 -
c) Consultancy back
charges/credit note for metering
charges
3.37 6.17 -
d) Investment in Equity 153.01 - -
e) Crane charges and reimbursement of consultancy fee
- - -
Interest income and
Other recovery Reimbursement of Charges 15.86 3.44 -
Interest charges for delayed
payments
- - 0.58
43
Outstanding balances with Subsidiary
(₹ in crore) ONGC Mangalore
Petrochemicals Limited
(OMPL)
Nature of Transactions As at March
31, 2019 As at March
31, 2018 As at March
31, 2017
Loans Short Term Loans &
Advances
0.30 0.90 0
Amount receivable Sales of Oil products,
Facilitation Charges & Others
249.19 175.48 19.03
Amount payable a) Purchase of Raffinate,
Hydrogen & Other Service
Charges
57.07 54.04 0.96
b) Feed Transfer Facility within
MRPL Provided by OMPL - 0.17 3.44
Transactions with Joint Ventures
(₹ in crore)
Shell MRPL Aviation
Fuels and Services Ltd
(SMAFSL)
Nature of Transactions Year ended
March 31, 2019
Year ended
March 31, 2018
Year
ended
March 31,
2017
Sales of products Petroleum Products 643.43 474.92 472.08
Services provided a) Reimbursement of Electrical
Charges
0.00 0.00 0.03
b) Royalty Income 0.97 0.92 1.04
Dividend Income Dividend received 2.10 11.25 0.75
Product Purchase Contaminated Product - 0.06 -
Outstanding balances with Joint Ventures
(₹ in crore)
Shell MRPL Aviation
Fuels and Services Ltd
(SMAFSL)
Nature of Transactions As at March
31, 2019
As at March
31, 2018
As at
March
31,
2017
Amount receivable: a) Royalty and Terminalling Charges,
etc.
49.63 42.64 50.99
b) Receivable for the Services - 0.00 0.03
Transactions with Other Related Parties
(₹ in crore)
Name of Associates Nature of Transactions Year ended
March 31, 2019
Year ended
March 31,
2018
Year
ended
March
31, 2017
a) Services received
from:
1 Mangalore SEZ
Limited
a) River Water, STP Water & Road
Repairs
61.63 55.37 41.70
b) Advance for the right of way for
pipeline cum road
- - 8.71
a) Advance for payment of bypass road - - 5.15
b) Lease rent paid for petcoke road - - 13.05
44
Name of Associates Nature of Transactions Year ended
March 31, 2019
Year ended
March 31,
2018
Year
ended
March
31, 2017
2 Petronet MHB Limited Pipeline Transportation Charges 25.42 4.49 -
3 ONGC Nile Ganga BV a) Purchase of Crude Oil 1,774.10 - -
b) Tendering services 0.00 - -
4 ONGC Campos Ltd. Tendering services 0.00 - -
b) Services provided to:
Petronet MHB Limited Reimbursement of Electricity Charges 3.69 4.13 3.02
Outstanding balances with Other Related Parties:
(₹ in crore)
Name of Associates Nature of Transactions As at March
31, 2019
As at
March 31,
2018
As at March
31, 2017
Amount receivable:
1. Petronet MHB
Limited
Reimbursement of Electricity
Charges
3.75 0.58 0.27
2. ONGC Nile Ganga
BV
Outstanding on account of
services
0.01 - -
3. ONGC Campos
Ltd.
Outstanding on account of
services
0.01 - -
Amount payable:
1. Mangalore SEZ
Limited
River Water, STP Water and Road
Repairs
4.45 4.39 3.89
2. ONGC Nile Ganga BV
Balance Outstanding on account of crude procurement
3.91 6.81 6.77
Advances to:
Mangalore SEZ Limited
Advance for Right of Way for Pipeline-cum- Road Corridor
- 98.06 98.06
Transactions with Trusts
(₹ in crore)
Name of Trusts Nature of Transactions Year ended
March 31,
2019
Year ended
March 31,
2018
Year ended
March 31,
2017
Remittance of payments:
Provident Fund of MRPL Limited
Contributions 46.28 42.83 35.22
Reimbursement of
Gratuity payment made
on behalf of Trust:
MRPL Gratuity Fund Trust Reimbursements and
Contributions 3.89 1.21 1.22
Independent Directors
(₹ in crore)
Particulars Year ended
March 31, 2019
Year ended
March 31, 2018
Year ended
March 31,
45
2017
Sitting Fees 0.62 0.26 0.00
Compensation to Key Management Personnel
(₹ in crore)
Whole Time Directors/ Company Secretary/ Chief
Financial Officer Particulars
Year ended
March 31, 2019
Year ended
March 31, 2018
Year ended
March 31,
2017
Short Term employee benefits 2.37 2.36 1.43
Post-employment benefits (includes provision for leaves, gratuity and other post-retirement benefits)
0.86 0.74 0.84
Other long-term benefits (includes contribution to provident
fund)
0.22 0.21 0.17
Total 3.45 3.31 2.44
Loans / Accrued Interest on Loan to directors and other officers:
(₹ in crore)
Whole Time Directors and
Company Secretary Particulars
Year ended
March 31, 2019
Year ended
March 31, 2018
Year ended
March 31,
2017
Loans to Director and Company Secretary 0.08 0.16 0.12
Accrued interest on Loans to Director and Company
Secretary
0.01 0.04 0.04
Total
0.09
0.20 0.16
The transactions with Government Related entities
(₹ in crore) Name of related party Nature of
transactions
Year ended
March 31, 2019
Year ended
March 31, 2018
Year ended
March 31, 2017
A Sale of products
during year to:
1 Indian Oil
Corporation
Limited (IOCL)
Sale of
petroleum
products
12,010.23 11,819.75 11,479.62
2 Bharat
Petroleum
Corporation Ltd
(BPCL)
Sale of
petroleum
products
8,766.84 7,135.40 8,996.54
3 New Mangalore
Port Trust
Sale of
petroleum
products
0.24 0.13 -
4 Indian Strategic
Petroleum
Reserves
Limited (ISPRL)
a) Sale of
petroleum
products
0.01 0.31 -
b) Sale of Crude
oil (High Sea
Sale)
534.22 0.50 618.67
B Purchase of
product during
the year from:
1 Bharat Heavy
Electrical Ltd
CPP Phase III
and other
supplies
6.25 7.54 3.31
2 Indian Oil
Corporation
Limited (IOCL)
Contaminated
Product / Lubes
1.14 1.32 43.32
46
3 Bharat
Petroleum
Corporation Ltd
(BPCL)
Purchase of
Contaminated
Product
0.10 0.23 -
C Service
Provided
1 Bharat Petroleum Corporation Ltd
(BPCL)
a) Received /
Receivable on
account of
Terminalling
Charges
- 0.43 -
b) Loading Arm
Charges
- 0.01 -
2 Indian Strategic Petroleum Reserves
Limited (ISPRL)
Deputation of
MRPL
Employees
0.94 0.90 -
3 Indian Oil Corporation Limited (IOCL)
Received /
Receivable on
account of
Terminalling
Charges
- 0.72 -
(₹ in crore)
Name of related party Nature of
transactions
Year ended
March 31,
2019
Year
ended March
31, 2018
Year
ended
March 31,
2017
D Services Received from:
1 Karnataka Power Transmission Purchase of electricity 20.46 23.59 20.91
Corporation Ltd
2 Oriental Insurance Co. Ltd Insurance premium 31.68 25.12 27.14
3 New Mangalore Port Trust Port Services 39.45 13.23 3.95
4 Bridge & Roof Co (India) Ltd Job Work Service 111.86 18.56 2.90
5 Engineers India Ltd Technical Services 39.77 75.25 55.21
6 The Shipping Corporation of India
Service 204.44 283.18 394.54
Ltd
7 New Mangalore Port Trust Port Services 127.54 130.42 127.54
8 Konkan Railway Corporation
Limited
Railway Siding - 24.81 32.07
9 Indian Oil Corporation Limited Testing Fees & Demurrage
0.30 0.00 -
(IOCL)
10 Bharat Petroleum Corporation Ltd
(BPCL)
PT Programme Services
0.01 -
E Advance for Acquisition for
Land
1 Karnataka Industrial Area Advance towards land for
15.82 110.72 590.52
47
Name of related party Nature of
transactions
Year ended
March 31,
2019
Year
ended March
31, 2018
Year
ended
March 31,
2017
Development Board expansion
Outstanding balances with Government related entities
(₹ in crore)
Name of related party Nature of
transaction
As at March 31,
2019
As at March
31, 2018
As at March
31, 2017
Amount receivable:
1 Indian Oil Corporation
Limited
Trade and other
receivable
730.69 534.83 621.65
2 Bharat Petroleum
Corporation Ltd
Trade and other
receivables
244.59 314.89 340.61
3 Indian Strategic Petroleum Reserves Limited (ISPRL)
Trade and other receivables
0.14 0.48 303.33
4 New Mangalore Port Trust Trade and other
receivables
22.27 5.35 3.81
Advance to Vendors:
1 Centre for High
Technology
Advance 2.96 2.98 2.98
2 Karnataka Industrial Area
Development Board
Advance for Land 717.58 701.71 590.92
3 Karnataka Power Transmission
Corporation Ltd
Advance - 6.06 6.03
4 Indian Strategic Petroleum Reserves Limited (ISPRL)
Advance 0.75 0.05 0.07
Amount payable:
1 Bridge & Roof Co (India)
Ltd
Trade and other
payable
11.41 10.38 6.87
2 Engineers India Ltd Trade and other
payable
15.79 56.10 108.73
3 Bharat Heavy Electrical Ltd Trade and other
payable
87.46 87.05 148.29
4 The Shipping Corporation of
India Ltd
Trade and other
payable
11.82 4.35 30.99
5 Konkan Railway
Corporation Limited
Trade and other
payable
- 1.69 0.00
6 Karnataka Power Transmission Corporation Ltd
Trade and other payable
2.01 2.10 1.94
7 Indian Oil Corporation
Limited
Trade and other
payable
0.01 0.01 0.01
8.7. DETAILS OF ANY INQUIRY, INSPECTIONS OR INVESTIGATIONS INITIATED OR
CONDUCTED UNDER THE COMPANIES ACT OR ANY PREVIOUS COMPANY LAW IN THE
LAST THREE YEARS IMMEDIATELY PRECEDING THE YEAR OF CIRCULATION OF
48
PRIVATE PLACEMENT OFFER LETTER AGAINST THE COMPANY AND ITS SUBSIDIARIES
Nil
8.8. DETAILS OF ANY PROSECUTION FILED, FINES IMPOSED, COMPOUNDING OF OFFENCES
UNDER THE COMPANIES ACT OR ANY PREVIOUS COMPANY LAW IN THE LAST THREE
YEARS IMMEDIATELY PRECEDING THE YEAR OF CIRCULATION OF PRIVATE
PLACEMENT OFFER LETTER AGAINST THE COMPANY AND ITS SUBSIDIARIES
Nil
8.9. DETAILS OF DEFAULT, IF ANY, INCLUDING THEREIN THE AMOUNT INVOLVED,
DURATION OF DEFAULT AND PRESENT STATUS, IN REPAYMENT OF STATUTORY DUES/ DEBENTURES AND INTEREST THEREON/ DEPOSITS AND INTEREST THEREON, LOAN FROM ANY BANK OR FINANCIAL INSTITUTION AND INTEREST THEREON AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY. 8.9.1 The Issuer has not defaulted on payment of any kind of statutory dues to the Government of
India, State Government(s), statutory/ regulatory bodies, authorities, departments etc. (b) debentures and interest thereon (c) deposits and interest thereon (d) loan from any bank or financial institution and interest thereon.
8.9.2 The main constituents of the Issuer’s borrowings are generally in form of loans, loans from banks and financial institutions etc. In respect of such borrowings, the Issuer certifies that:
(i) it has serviced all the principal and interest liabilities on all its borrowings on time and
there has been no instance of default.
8.9.3 The issuer has not defaulted on any of its payment obligations arising out of any corporate guarantee issued by it to any counterparty including group companies etc. in the past.
8.10. DETAILS OF ACTS OF MATERIAL FRAUDS COMMITTED AGAINST THE COMPANY IN
THE LAST THREE YEARS, IF ANY, AND IF SO, THE ACTION TAKEN BY THE COMPANY
There was no material fraud committed against the Company.
8.11. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION
OTHER THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF AN OPTION
Company has not issued any debt securities or agreed to issue any debt securities or availed any
borrowings for a consideration other than cash, whether in whole or in part, at a premium or discount or
in pursuance of an option.
8.12. AUDITORS’ QUALIFICATIONS
Details with respect to qualifications, reservations and adverse remarks of the auditors of the Company in the last five financial years immediately preceding the year of circulation of private placement offer letter and their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said qualifications, reservations and adverse remarks are given as under:
Financial Year Auditors’ qualifications, reservations and adverse remarks
2018-19 Nil
2017-18 Nil
2016-17 Nil
49
Financial Year Auditors’ qualifications, reservations and adverse remarks
2015-16 Nil
2014-15 Nil
8.13. DEFAULT IN ANNUAL FILING OF THE COMPANY
The Company confirms that it has not defaulted in annual filings under Companies Act, 2013 or the
rules made thereafter.
8.14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS IMPACTING GOING CONCERN STATUS
Nil.
50
SECTION IX
MANAGEMENT’S PERCEPTION OF RISK FACTORS
MANAGEMENT PERCEPTION OF RISK FACTOR
The Investor should carefully consider all the information in this private placement offer letter, including the risks
and uncertainties described below before making an investment in the Debentures. The risks and uncertainties
described in this section are not the only risks that the Company currently faces. 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 BUSINESS OR INDUSTRY
1. The Company operates from a single refinery and its operations and results may be affected by
factors affecting the refinery margins.
The Company operates from its single refinery situated at village Katipalla near Mangaluru. The
Company does not have any alternative location/plant to operate from in case there is any
exigency/accident/deficit of raw material may impact the operation of the Company. The Issuer’s
operations are subject to various risks associated with the petroleum and petrochemicals industry. These
risks are particularly significant for the Issuer, as most of the Issuer’s operations are located at a single
plant. As such, the occurrence of any of these hazards in one area of the Issuer’s business may have a
direct and adverse effect on the performance of other areas of the Issuer’s business. These hazards
include, but are not limited to, explosions, fires, earthquakes and other natural disasters, mechanical
failures, accidents, acts of terrorism, operational problems, transportation interruptions, chemical or oil
spills, discharges of toxic or hazardous substances or gases, and other environmental risks. These hazards
can cause personal injury and loss of life, environmental damage and severe damage to, or destruction
of, property and equipment, and may result in the stoppage of work or interruption of the Issuer’s business
operations and the imposition of civil or criminal liabilities.
Further, operations of the refinery are also impacted by crude prices, conversion efficiency, operational
availability and frequency of shutdowns. To ensure optimum performance of the plant, the Company has
made its best endeavor to adhere to the shutdown schedule, close monitoring of yield/energy efficiency.
The refinery is built with a robust fire protection system across all its facilities complying with the
statutory requirements. The design of the Refinery has factored the seismic zone in which it is located
and it has been built accordingly for earthquake resistance. High Operational, Safety and Maintenance
discipline is ensured to mitigate mechanical problems and operational issues and ensure no chemical or
oil spills. The issuer is in full compliance of the standards prescribed by the Pollution Control Board for
treated effluents and stack emissions. Availability of Captive Jetty and SPM alleviate crude supply
disruption. The product that is moved inland/hinterland is majorly through cross country pipeline thereby
reducing the risk of transportation interruption.
2. The Company depends heavily on oil marketing companies and caters to a limited geographical
area.
The Issuer relies on OMCs to market its products in the retail space. This results in lesser off-take of
products from the company when OMCs prefer to bring in products from outside the Karnataka to meet
the demand in Karnataka. On account of the same, the Issuer is forced to rely on exports which results
in marginally lower realization for the products. To overcome the said challenge the Issuer has set up
and is in the process of expanding the retail outlets within the area of its influence to overcome the
reliance on OMCs in the medium term.
3. The Company relies heavily on imports for its supply of raw material, any interruption in imports
may affect the performance of the Company.
The Issuer’s operations largely depend on the import of crude oil, one of the Issuer’s principal raw
materials. The Company imported crude oil worth ₹ 4,715.49 crore during 2018-19 which is about 80%
of our crude requirement. The Issuer sources major portion of its crude oil requirement from the gulf
51
region. Events such as international sanctions, hostilities, strikes, natural disasters, political
developments in petroleum-producing regions, domestic and foreign government regulations and other
events could interrupt the supply of crude oil which could have a material adverse effect on the Issuer’s
business, financial condition and results of operations.
In addition, these events or other events, such as changes in the regulatory environment in India or
elsewhere, may adversely affect prices of crude oil generally or the price at which the Issuer is able to
obtain a supply of crude oil. Any increase in the price of crude oil would have an adverse effect on the
Issuer’s business, financial condition and results of operations if the Issuer is unable to pass on any such
higher costs to its customers.
To mitigate the risk of heavy reliance on the crude type and crude origin, the refinery has been lining up
an alternative source of crude oil. The Company has also initiated steps to diversify the crude basket.
The Company has processed three new crudes i.e. Basra Heavy from Iraq, Urals from Russia and
Nagyalanka, a domestic crude from Krishna basin in 2018-19.
Further, though, crude remains the single most important factor to affect the pricing there are emerging
factors which may affect the performance of the Issuer. Global demand and supply balance, product
inventories with refiners and marketers, the emergence of the US as a major player in the markets along
with OPEC with the increased production of shale oil. The US shale crude has a product profile skewed
to lighter ends. This results in the prices of lighter fuels like gasoline being controlled to some extent by
US shale. With gasoline being a significant part of Issuer’s product mix (greater than 8%), price
fluctuation of gasoline can have a significant impact on the profitability.
4. The Issuer’s operation is affected by prices and fluctuation risk.
Crude oil is the most important ingredient for operations of the Issuer. About 80% of the crude
requirement is imported by the Issuer. Prices of crude oil depend on various factors including policies by
major producers of crude oil, demand variations, geopolitical situations and market sentiment. Any
adverse policy decision by major oil producers or any untoward incident in this region may affect the
prices of the crude and thus impact the finances of the Company. The Issuer has entered into long term
agreements with national oil companies. The said agreements help not only in assured supplies of crude
but also offer competitive prices for procurement of crude oil. Also, management of the Issuer prepares
a three-month advance crude rolling plan to reduce the effect of price fluctuation. As a part of oil
procurement policy, the Issuer has adopted the strategy to procure some of its crude oil on spot/trial basis
to mitigate the price risk. The Issuer also endeavors to maintain the optimum level of the inventory to
mitigate price risk.
The payment for the import of oil crude is dollar-denominated. The Issuer imports about eighty per cent
of its crude oil requirement. Therefore, the Issuer is exposed to foreign exchange variation. The strategy
of hedging is a costly tool to protect the Issuer, The refinery exported 35% of its products in FY 2018-
19. In the domestic market the Refinery Gate Price that the company realizes in sales to OMCs factors
Import Parity Pricing. These provide a natural hedge against exchange rate variation and provides a
cheaper tool to protect the Issuer from the vagaries of the exchange rate.
There has been a lot of volatility in the foreign exchange rates and rates of crude oil in recent times. Such
volatility affects the operations of the Company. It cannot be assured that such volatility will not affect
the Company in future.
5. Scarcity of the water for the refinery may affect the operation of the availability of the Issuer.
Water is one of the vital inputs for operations of the Issuer. The Issuer is majorly dependent on
Nethravathi river to meet its requirement of water for the operations of its plant. The issuer nevertheless
consumes about 3MGD of treated sewage water to alleviate the dependence on fresh water. There have
been instances where the water supply has been interrupted in months of summer. The administration
has also restrained the Issuer from using water from Nethravathi River for certain period during summer
in a few instances. The Issuer cannot guarantee that such shortages or administrative restrictions will not
take place again in the future. To reduce the reliance on Netharavati river as a single source of water, to
mitigate the risk of river water as a single source of water, the Issuer has planned to set up a desalination
52
plant near the sea. The capacity of the said plant is expected to be 30MLD which could be expanded to
70MLD. The proposed plant has received Environmental Clearance and is expected to be operational by
2021. When set up successfully the plant is expected to meet the future water requirements of the Issuer.
However, there can be no assurance that such a plant will be successful and there will be no water scarcity
in the future.
6. Cyclical trends in the refining and petrochemical industry may affect the operation of the Issuer.
A significant portion of the Company’s revenue is attributable to sales of petroleum products in South
India, especially the State of Karnataka. The prices of the raw materials for the refinery are impacted by
various factors including global prices of petro products, Government regulation. Historically, the prices
of raw materials have been sensitive to relative changes in supply and demand, the availability of
feedstock and general economic conditions. Any downturn resulting from the existing or future industry
capacity or otherwise would have a material adverse effect on the Issuer’s business, financial condition
and results of operations.
7. A change in the Government’s policy on tariffs, direct and indirect taxation and fiscal or other
incentives and payment for petroleum goods could adversely affect the Issuer’s business
The Issuer’s operation and profitability are affected by the difference between import tariffs currently
imposed by the Government on crude oil, which is the Issuer’s most significant raw material, and tariffs
currently imposed on certain refined petroleum products. Increases in import tariffs on crude oil or
decreases in import tariffs on certain refined petroleum products could have a material adverse effect on
the Issuer’s business, financial condition and results of operations. There can be no assurance that there
will not be a significant change in Government policy which might/would adversely affect the Issuer’s
financial condition and results of operations. The Issuer’s profitability is also significantly dependent on
the policies of the central and state governments relating to various direct and indirect taxes (including
sales tax and income tax), duties (including excise duties and import duties) and fiscal or other incentives.
Any change in Government policies relating to such taxes or duties or incentives could adversely affect
the Issuer’s profitability.
Furthermore, 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 prolonged
or additional significant changes in Government policy with respect to payment for any of the Issuer’s
products could adversely affect the Issuer’s financial conditions and results of operations.
Government intervention in the pricing decisions of the Issuer may adversely affect its business
8. The Issuer is subject to many environmental and safety regulations.
The operation of refineries and petrochemical plants, the distribution of petroleum, petrochemical
products and the related production of by-products and wastes entail environmental risks. The Issuer is
subject to extensive central, state regulations, rules and ordinances relating to pollution, the protection of
the environment and the generation, storage, handling, transportation, treatment, disposal and
remediation of hazardous substances and waste materials. In the ordinary course of business, the Issuer
is continually subject to environmental inspections and monitoring by government enforcement
authorities. The Issuer may incur substantial costs, including fines, damages and criminal or civil
sanctions, and experience interruptions in the Issuer’s operations for actual or alleged violations arising
under applicable environmental laws and/or implementing preventive measures. In addition, the Issuer’s
refining and storage facilities require operating permits that are subject to renewal, modification and, in
some circumstances, revocation. Violations of operating permit requirements or environmental laws can
also result in restrictions to or prohibitions on plant operations, substantial fines and civil or criminal
sanctions.
The Issuer has an in-house department for close and continuous monitoring of compliance to
Environmental Regulations. Periodicity of sampling and provision of online instruments is ensured for
the same. The design of the plants has been made considering due adherence to stipulations pertaining
to emissions, requirements of material handling and standards in respect of treated discharges and
effluents. Storage facilities of the Refinery are designed and installed as per applicable standards. These
53
are regularly subjected to Inspection and Maintenance as per statute and operations of such facilities are
conducted under valid certificates and permits issued by competent agencies.
The Issuer’s operations involve the generation, storage, handling, transportation, treatment, disposal and
remediation of hazardous substances and waste materials. Changes in regulations regarding the Issuer’s
operations involving hazardous substances and waste materials could inhibit or interrupt the Issuer’s
operations and have a material adverse effect on the Issuer’s business. Potentially significant
expenditures could be necessary in order to comply with future environmental laws. 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 which impose requirements on the Issuer’s operations. The Issuer faces competition from
petroleum and petrochemical companies
To the extent that the Issuer seeks to export its products to, or source raw products (such as crude oil)
from, the international markets, it faces competition from petroleum and petrochemical companies
elsewhere in the world. In addition, the continued deregulation and liberalization of industries in India,
when combined with any reductions in customs duties and import tariffs, could lead to increased
competition from international companies in the Issuer’s domestic market which may, in turn, have a
material adverse effect on the Issuer’s business, financial condition and results of operations.
9. The Issuer faces competition due to alternative sources of energy.
The Issuer is primarily engaged in the refining and distribution of petroleum products. The Issuer faces
growing competition from companies engaged in the marketing of alternative sources of energy.
Increases in the sale of alternative energy sources may have an adverse effect on the sale of the Issuer’s
petroleum products and hence may affect the Issuer’s business, financial condition and results of
operations.
The Issuer may be unable to attract and retain the skilled personnel to successfully implement its business
strategy.
The Issuer requires personnel with specialized skills to implement and operate many aspects of its
strategic growth projects. Competition for such individuals is fierce due to the relatively small number
of qualified people and the many industrial projects being undertaken locally, regionally and globally.
The Issuer’s success in building a fully capable and multifunctional workforce depends principally on its
ability to continue to attract, retain and motivate sufficient qualified personnel. Failure to successfully
manage its growth and personnel needs could have a material adverse effect on its business and results
of operations.
10. The Issuer may be involved in litigation or regulatory proceedings which, if determined adversely,
could subject the Issuer to significant liabilities
The Issuer is currently, and may in the future be, implicated in lawsuits or regulatory proceedings in the
ordinary course of its business, including lawsuits involving allegations of improper delivery of goods
or services, product liability, product defects, quality problems and intellectual property or competition
law infringements. Litigation or regulatory proceedings could result in substantial costs to, and a
diversion of effort by, the Issuer and/or subject the Issuer to significant liabilities to third parties. There
can be no assurance that the results of such legal or regulatory proceedings will not materially harm the
Issuer’s business, reputation or standing in the marketplace or that the Issuer will be able to recover any
losses incurred from third parties, regardless of whether the Issuer is at fault. The Issuer has insurance to
cover fire, property damage, business interruption and third party liability, among others. However, there
can be no assurance that (i) losses relating to litigation will not be incurred beyond the limits, or outside
the coverage, of such insurance or that any such losses would not have a material adverse effect on the
results of the Issuer’s operations or financial condition or (ii) provisions made for litigation related losses
will be sufficient to cover the Issuer’s ultimate loss or expenditure.
54
RISKS RELATING TO INVESTMENT IN THE DEBENTURES
1. There is no guarantee that the Debentures issued pursuant to this Issue will be listed on the BSE
and NSE in a timely manner, or at all.
In accordance with Indian law and practice, permissions for listing and trading of the Debentures issued
pursuant to this Issue will not be granted until after the Debentures have been issued and allotted.
Approval for listing and trading will require all relevant documents authorizing the issuing of Debentures
to be submitted. There could be a failure or delay in listing the Debentures on the BSE and NSE.
2. There has been only limited trading in the Debentures and it may not be available on a sustained
basis in the future, and the price of the Debentures may be volatile.
The Company intends to list the Debentures on the WDM segment of the BSE and NSE. The Company
cannot provide any guarantee that the Debentures will be frequently traded on the Stock Exchange(s) and
that there would be any market for the Debenture(s). It is not possible to predict if and to what extent a
secondary market may develop in these debentures or at what price the debentures will trade in the
secondary market or whether such market will be liquid or illiquid. The fact that the debentures may be
so listed or quoted or admitted to trading does not necessarily lead to greater liquidity. The more limited
the secondary market is, the more difficult it may be for holders of the Debentures to realize value for
the Debentures prior to settlement of the Debentures.
3. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts
and/or the interest accrued thereon in connection with the Debentures.
Company’s ability to pay interest accrued on the Debentures and/or the principal amount outstanding
from time to time in connection therewith would be subject to various factors, including, inter-alia the
financial condition, profitability and the general economic conditions in India and in the global financial
markets. The company cannot assure you that it would be able to repay the principal amount outstanding
from time to time on the Debentures and/or the interest accrued thereon in a timely manner, or at all.
4. Changes in interest rates may affect the prices of the Debentures.
All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk.
The price of such securities will vary inversely with changes in prevailing interest rates, i.e. 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 coupon, 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.
5. Any downgrading in the credit rating of the Debentures may affect the value of Debentures and
thus our ability to raise further debts.
The Debentures proposed to be issued under this Issue have been rated "ICRA AAA/Stable” by ICRA vide
its letter dated December 30, 2019, and “CRISIL AAA/Stable” by CRISIL vide its letter dated December
30, 2019. The Company cannot guarantee that these credit ratings will not be downgraded by the rating
agencies in future. The ratings provided by these Credit Rating Agencies may be suspended, withdrawn or
revised at any time. Any revision or downgrading in the above credit rating may lower the value of the
Debentures and may also affect MRPLs ability to raise further debt.
6. Any volatility in the exchange rate may lead to a decline in India's foreign exchange reserves and
may affect liquidity and interest rates in the Indian economy, which may impact the Issuer.
Capital inflows into India have remained extremely volatile responding to concerns about the domestic
macroeconomic landscape and changes in the global risk environment. A substantial increase in the
import bill, mainly on account of increase in crude oil prices may lead to a significant widening of the
trade deficit that in turn increase the size of the current account deficit from the budget estimates. In
addition to this, the reversal of the US monetary policy, trade conflicts across the globe and US sanctions
55
on Iran can lead to pressure on India’s foreign exchange reserve and further bring volatility for Indian
Rupee. This may lead to a reduction in the amount of liquidity in the domestic financial system and in
turn, could further impact domestic interest rates.
7. No Debenture Redemption Reserve.
No Debenture Redemption Reserve is being created for the present Issue. Creation of DRR is not required
for the proposed issue of Debentures as per Rule 18 (7) (b)(ii) of Companies (Share Capital and
Debentures) Rules,2014. In absence of DRR investor may find it difficult to recover their money.
EXTERNAL RISK FACTOR
1. Business is subject to a significant number of tax regimes and changes in legislation governing the rules
implementing them or the regulator enforcing them in any one of those jurisdictions could negatively
and adversely affect Company’s results of operations.
Company is subject to regulations by Indian governmental authorities. These laws and regulations impose
numerous requirements on us, including asset environmental compliances, foreign exchange. Any changes
in the regulatory framework affecting could adversely affect the profitability of the Company or its future
financial performance by requiring a restructuring of its activities, increasing costs or otherwise. Any
adverse change in certain statutory, regulatory, exposure and prudential norms may limit the flexibility
of the Company’s loans, investments and other products.
2. Civil unrest, terrorist attacks and war would affect our operations.
Certain events that are beyond our control, such as terrorist attacks and other acts of violence or war,
may adversely affect worldwide financial markets and could potentially lead to a severe economic
recession, which could adversely affect results of our operations and cash flows, and more generally, any
of these events could lower confidence in India's economy.
Any act of tension in the country leading to overall political and economic instability could have a
materially adverse effect on results of our operations, future performance and the trading price of the
Debentures.
3. Operations may be adversely impacted by natural calamities or unfavorable climatic changes.
An act of God, epidemic, extremely adverse weather conditions or radioactive contamination or ionizing
radiation, fire or explosion may adversely affect results of our operations.
56
SECTION X CAPITAL STRUCTURE AND FINANCIAL POSITION OF THE ISSUER
10.1. CAPITAL STRUCTURE
10.1.1. The equity share capital of the Company, as on December 31, 2019, is set forth below:
Aggregate value at nominal value (₹)
A) AUTHORISED SHARE CAPITAL
3,00,00,00,000 Equity Shares of ₹ 10/- each
comprising of
(i) 2,90,00,00,000 equity shares of ₹ 10/- each
(ii) 10,00,00,000 redeemable preference shares of ₹ 10/- Each
30,00,00,00,000
B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
1,75,25,98,777 Equity Shares of face value of ₹ 10/- each fully
paid up 17,52,59,87,770
C) SECURITIES PREMIUM ACCOUNT 349.05 crore
Note: Since the present offer comprises of issue of non-convertible debt securities, it shall not affect the paid-up equity share capital or share premium account of the Company after the offer.
10.1.2. Changes in the Capital Structure for since inception
Date of Change
(AGM/EGM)
₹ Particulars
February 13, 1992 (EGM) Authorised capital increased from ₹8 Crore to ₹450 Crore
Authorised Capital divided into 45 Crore shares of ₹ 10/- each
September 29, 1995 (AGM)
Authorised capital increased from ₹450 Crore to ₹ 2000 Crore
Authorised Capital divided into 200 Crore shares of ₹ 10/- each
March 28, 2003 (EGM) From ₹ 2000 Crore to ₹2000 Crore - 28.3.2003
Authorised capital included 190 Crore Equity Shares of ₹10/- each and 10 Crore Redeemable Preference Shares of ₹10/- each
September 13, 2014 (AGM)
From ₹ 2000 Crore to ₹3000 Crore - 13.9.2014 (AGM) 290 Crore Equity Shares of ₹10/- each 10 Crore Redeemable Preference Shares of ₹10/- each
Authorised Capital divided into 290 Crore Equity Shares of ₹10/- each 10 Crore Redeemable Preference Shares of ₹10/- each
10.1.3. Share Capital History
Date of
Issue/
allotme
nt
No. of equity
shares of
our Company
Face
Value
(₹)
Issu
e
pric
e (₹)
Nature for
allotment
Considerat
ion in
Cash/
other than
cash
Share
Premiu
m per
share
Equity Share
Capital (₹)
Cumulative Equity
Share Capital (₹)
July 4,
1988 500 10 10
Subscribed by
signatories to
the
memorandum
of association.
10 Nil
5
5,000.00
57
Date of
Issue/
allotme
nt
No. of equity
shares of
our Company
Face
Value
(₹)
Issu
e
pric
e (₹)
Nature for
allotment
Considerat
ion in
Cash/
other than
cash
Share
Premiu
m per
share
Equity Share
Capital (₹)
Cumulative Equity
Share Capital (₹)
July 31,
1992 21,73,59,500 10 10
Issued to
promoters in
1992
10 Nil 2,17,35,95,000 2,17,36,00,000
July 31,
1992 8,63,20,000 10 10
On 1st
conversion of
partially
convertible
debentures(“P
CD”)
10 Nil 86,32,00,000 3,03,68,00,000
June 6,
1994 8,63,20,000 10 10
on 2nd
conversion of
PCDs
10 Nil 86,32,00,000 3,90,00,00,000
June 6,
1994 2,77,54,712 10 10
Issue against
Tradable
Equity Warrant
10 Nil 27,75,47,120 4,17,75,47,120
Decem
ber 26,
1998
37,69,47,036 10 19.2
6
Issued to
promotors on
conversion of
fully
convertible
debentures
(“FCD”)
10 Nil 3,76,94,70,360 7,94,70,17,480
March
30,
2003
95,60,04,552 10 10
Fresh shares
issued on
taking over by
ONGC
10 Nil 9,56,00,45,520 17,50,70,63,000
June 3,
2003 21,96,027 10 10
Preferential
allotment of
Equity shares
10 Nil 2,19,60,270 17,52,90,23,270
January
19,
2010
(3,03,550) * (30,35,500) 17,52,59,87,770
Total 1,75,25,98,777
*The equity shares of the Company were forfeited.
Note: The Company issued 9186242, 0.01% non-cumulative redeemable preference shares of ₹10 each were issued on
30/03/2003 which were redeemed during the FY 2012-13.
Note: The equity shares allotted to the promoter companies at a premium of Rs.9.26 totalling Rs.349.05 crore in 1998, on the
conversion of fully convertible debentures.
10.1.4. Our Shareholding Pattern
The table below represents the shareholding pattern of our Company as on December 31, 2019:
Sr.
No.
Particulars Pre-Issue Post-Issue
Total No. of
equity shares
No. of shares
in Demat
form
Total
shareholding
as % of the
total
number of
equity
shares
Total No. of
equity
shares
Total
shareholding
as % of the
total number
of equity
shares
Promoter and
Promoter Group
1 Indian
58
Sr.
No.
Particulars Pre-Issue Post-Issue
Total No. of
equity shares
No. of shares
in Demat
form
Total
shareholding
as % of the
total
number of
equity
shares
Total No. of
equity
shares
Total
shareholding
as % of the
total number
of equity
shares
(a) Individuals / Hindu
Undivided Family
0 0 0 0 0
(b) Central Government /
State Government(s)
0 0 0 0 0
(c) Financial Institutions /
Banks
0 0 0 0 0
(d) Any Other (Specify) 1,55,25,07,615 1,55,25,07,615 88.58 1,55,25,07,615 88.58
Bodies Corporate 1,55,25,07,615 1,55,25,07,615 88.58 1,55,25,07,615 88.58
Oil and Natural Gas
Corporation Ltd
1,25,53,54,097 1,25,53,54,097 71.63 1,25,53,54,097 71.63
Hindustan Petroleum
Corporation Limited
29,71,53,518 29,71,53,518 16.95 29,71,53,518 16.95
Sub Total (A)(1) 1,55,25,07,615 1,55,25,07,615 88.58 1,55,25,07,615 88.58
2 Foreign
(a) Individuals (Non-
Resident Individuals /
Foreign Individuals)
0 0 0 0 0
(b) Government 0 0 0 0 0
(c) Institutions 0 0 0 0 0
(d) Foreign Portfolio
Investor
0 0 0 0 0
(e) Any Other (Specify) 0 0 0 0 0
Sub Total (A)(2) 0 0 0 0 0
i Total Shareholding Of
Promoter And
Promoter Group (A)=
(A)(1) +(A)(2)
1,55,25,07,615 1,55,25,07,615 88.58 1,55,25,07,615 88.58
1 Institutions
(a) Mutual Fund 3,61,38,928 3,60,99,778 2.06 3,61,38,928
1.98
ICICI prudential India
Opportunities Fund 2,02,21,798 2,02,21,798 1.15 2,02,21,798 1.16
(b) Venture Capital Funds 0 0 0 0 0
(c) Alternate Investment
Funds
0 0 0 0 0
(d) Foreign Venture
Capital Investors
0 0 0 0 0
(e) Foreign Portfolio
Investor
2,59,90,170 2,59,90,170 1.48 2,59,90,170 1.48
(f) Financial Institutions /
Banks
2,31,84,329 2,31,59,679 1.32 2,31,84,329 1.32
59
Sr.
No.
Particulars Pre-Issue Post-Issue
Total No. of
equity shares
No. of shares
in Demat
form
Total
shareholding
as % of the
total
number of
equity
shares
Total No. of
equity
shares
Total
shareholding
as % of the
total number
of equity
shares
Life Insurance
Corporation of India
2,28,51,209 2,28,51,209 1.30 2,28,51,209 1.30
(g) Insurance Companies 28,39,201 28,39,201 0.16 28,39,201 0.16
(h) Provident Funds/
Pension Funds
0 0 0 0 0
(i) Any Other (Specify) 150 150 0 150 0
Foreign Bank 150 150 0 150 0
Sub Total (B)(1) 8,81,52,778 8,80,88,978 5.02 8,81,52,778 5.02
2 Central Government/
State Government(s)/
President of India
Central Government /
State Government(s)
2,900 2900 0.00 2,900 0.00
Sub Total (B)(2) 2,900 2900 0.00 2,900 0.00
3 Non-Institutions
(a) Individuals 0 0
i. Individual
shareholders holding
nominal share capital
up to ₹ 2 lakhs.
7,70,49,143 6,07,54,846 4.39 7,70,49,143 4.39
ii. Individual
shareholders holding
nominal share capital in
excess of ₹ 2 lakhs.
58,21,177 58,21,077 0.33 58,21,177 0.33
(b) NBFCs registered with
RBI
22,950 22,950 0.00 22,950 0.00
Trust Employee 0 0 0 0 0
(d) Overseas Depositories
(holding DRs)
(balancing figure)
0 0 0 0 0
(e) Any Other (Specify) 2,90,42,214 2,51,64,014 1.65 2,90,42,214 1.65
IEPF 1,74,25,048 1,74,25,048 0.99 1,74,25,048 0.99
Trusts 21,550 21,150 0.00 21,550 0.00
Foreign Nationals 600 600 0 600 0
Hindu Undivided
Family
17,38,138 17,37,638 0.09 17,38,138 0.09
Non Resident Indians
(Non-repat.)
8,22,885 8,22,685 0.04 8,22,885 0.04
Non Resident Indians
(Repat.)
56,53,399 18,17,349 0.32 56,53,399 0.32
60
Sr.
No.
Particulars Pre-Issue Post-Issue
Total No. of
equity shares
No. of shares
in Demat
form
Total
shareholding
as % of the
total
number of
equity
shares
Total No. of
equity
shares
Total
shareholding
as % of the
total number
of equity
shares
Clearing Member 4,51,444 4,51,444 0.02 4,51,444 0.02
Bodies Corporate 29,29,150 28,88,100 0.17 29,29,150 0.17
Sub Total (B)(3) 11,19,35,484 9,17,62,887 6.38 11,19,35,484 6.38
II Total Public
Shareholding (B)=
(B)(1) +(B)(2) +(B)(3)
20,00,91,162 17,98,54,765 11.42 20,00,91,162 11.42
Total = I + II 1,75,25,98,777 1,73,23,62,380 100 1,75,25,98,777 100
Since the present offer comprises of issue of non-convertible debt securities, it shall not affect the post-issue shareholding pattern of the Company after the offer.
10.1.5. Directors holding any Equity Shares as on December 31, 2019:
Shri M. Vinayakumar holds 200 shares of the Company. No other Director of the Company holds any share in the Company.
10.1.6. Our top ten shareholders and the number of Equity Shares held by them, as on December 31, 2019, are as follows:
S. No. Name Shares % to Equity Category
1 Oil and Natural Gas Corporation
Limited
1,25,53,54,097 71.63 Promoter
2 Hindustan Petroleum Corporation
Limited
29,71,53,518 16.95 Promoter
3 Life Insurance Corporation of India 2,28,51,209 1.30 FII
4 Investor Education and Protection
Fund Authority Ministry Of Corporate
Affairs
1,74,25,048 1.00 IEPF
5 Fidelity Funds - Asian Smaller
Companies Pool
86,87,100 0.50 Mutual Fund
6 Aditya Birla Sun Life Trustee Private
Limited A/C Aditya Birla Sun Life
Midcap Fund
70,46,010 0.40 Mutual Fund
7 Aditya Birla Sun Life Trustee Private
Limited A/C Aditya Birla Sun Life
Equity Hybrid '95 Fund
68,36,379 0.40 Mutual Fund
8 ICICI Prudential Value Fund - Series
19
50,80,473 0.29 Mutual Fund
9 ICICI Prudential India Opportunities
Fund
51,83,049 0.29 Mutual Fund
61
S. No. Name Shares % to Equity Category
10 Vanguard Emerging Markets Stock
Index Fund, A Series Of Vanguard
International Equity Index Funds
38,63,302 0.22 Foreign Portfolio Investor
10.1.7. List of top ten debenture holders of the Company as on date:
As on date, there are no outstanding debentures of the Company.
10.1.8. No Equity Shares of the Company as on December 31, 2019, are pledged or otherwise encumbered by
the Promoters.
10.1.9. No equity shares or debt securities for consideration other than cash, whether in whole or part, has been issued since the incorporation of Company except against the conversion against the fully convertible debentures or partially convertible debentures as disclosed in Share Capital History.
10.1.10. Our Company has not undergone any other reorganization or reconstruction in the last one year prior to the issue of this private placement offer letter.
10.1.11. Other than outstanding debt securities issued by the Company, outstanding as on December 31, 2019, our Company has not issued any marketable securities: • for consideration other than cash: Nil • at a premium or a discount: Nil
• Commercial Papers: Nil
• in pursuance of an option: Nil
• Unsecured Debenture: Nil
10.1.13. Amount of corporate guarantees issued by the Issuer in favour of various counterparties including its
subsidiaries, joint venture entities, group companies etc.
No corporate guarantees existing on the date have been issued to the subsidiary, joint ventures or group
company.
10.2. FINANCIAL INDEBTEDNESS (ON STANDALONE BASIS)
10.2.1. Set forth below is a summary of our Company’s significant outstanding secured borrowings of ₹ 3,139.34
Crore and unsecured borrowings of ₹ 5,201.57 crore, as on December 31, 2019, together with a brief
description of certain significant terms of such financing arrangements.
(1) Secured loans from banks and financial institutions availed by our Company as on December 31, 2019
Sr.
No.
Name of the
Lender
Type of
Loan
facility
Amount
Sanction
ed
Amount
outstanding
Provisional Repayment
Date/Schedule
Security
1. SBI, Hong
Kong
ECB USD
350 mio
USD 350 mio USD 50 mio – 29.06.20
USD 50 mio – 29.12.20
USD 50 mio – 29.06.21
USD 50 mio – 29.12.21
USD 50 mio – 29.06.22
USD 50 mio – 29.12.22
USD 50 mio – 29.06.23
First
ranking
pari passu
charge over
movable
and
immovable
fixed assets
62
Sr.
No.
Name of the
Lender
Type of
Loan
facility
Amount
Sanction
ed
Amount
outstanding
Provisional Repayment
Date/Schedule
Security
2. OIDB Term
Loan
₹ 539
Crore
₹ 539 Crore Repayable in four yearly instalments
after a moratorium of 1 year. Drawl
date were
₹268 Cr. – 31.12.2018,
₹184 Cr. – 01.07.2019,
₹15 Cr. – 01.07.2019,
₹45 Cr. – 20.08.2019,
₹27 Cr. – 15.11.2019.
First
ranking
pari passu
mortgage/h
ypothecatio
n charge
over
assets/proje
cts financed
out of loan
proceeds of
OIDB
3 Govt. of
Karnataka
Intere
st-
free
VAT
Loan
₹ 101.68
Crore
₹ 101.68 Crore ₹13.26 Cr. - 31.03.28
₹15.52 Cr. -31.03.29,
₹19.78 Cr. -31.03.30,
₹10.74 Cr -31.03.31,
₹10.10Cr. -31.03.31,
₹32.28Cr -31.03.32,
VAT Loan
amounts
have been
secured
against
Bank
Guarantees
for
equivalent
amounts
submitted
by MRPL
to the
Commerce
&
Industries
Department
, Govt. of
Karnataka,
valid up to
the
repayment
period of
VAT loan.
Total of Term Loans from banks and
financial institutions
₹ 3,139.34
Crore
Converted @ USD / INR 71.39 (Reuters Rate as on
31.12.2019)
(2) Unsecured loans from banks and financial institutions availed by our Company as on December 31, 2019
Sr.
No.
Name of the
Lender
Loan facility Amount
Sanctioned
Amount
outstanding,
Provisional Repayment Date/Schedule
A. Unsecured Term Loans
1 Corporation
Bank
Short Term Loan ₹ 970 Crore ₹ 946.40
Crore
₹ 946.40 Crore – January 2020
2 SBI Term Loan ₹ 1,371
Crore
₹ 685.67
Crore
₹171.43 Crore – 31.03.20
₹171.43 Crore – 30.06.20
₹171.43 Crore – 30.09.20
₹171.38 Crore – 31.12.20
63
Sr.
No.
Name of the
Lender
Loan facility Amount
Sanctioned
Amount
outstanding,
Provisional Repayment Date/Schedule
Total ₹ 1,632.07
Crore
B. Foreign Currency Borrowings
1 SBI, Hong
Kong
ECB USD 400
mio
USD 400
mio
USD 1 mio – 29.03.24
USD 60 mio – 03.04.24
USD 84 mio – 18.04.24
USD 80 mio – 23.04.24
USD 60 mio – 25.04.24
USD 30 mio – 26.04.24
USD 50 mio – 30.04.24
USD 35 mio – 21.05.24
2 Axis Bank Buyers’ Credit USD 50
mio
USD 50 mio USD 50 mio – 07.01.20
3 DBS Bank Pre Shipping Credit
in Foreign Currency
USD 50
mio
USD 50 mio 1 Month USD Libor Plus 75 bps
USD 42 mio – 17.01.20
USD 8 mio – 29.01.20
Total Unsecured Loans from Banks and other
Institutions
USD 100
mio
₹ 3,569.50
Crore
Converted @ USD / INR
71.39 (Reuters Rate as on
31.12.2019)
Total Unsecured Loans – (2) (A + B) ₹ 5,201.57
Crore
(3) Details of Commercial Paper:
The Issuer does not have any outstanding commercial paper as on December 31, 2019.
(4) Secured & Unsecured Debentures issued by our Company
As on date, there are no outstanding secured or unsecured debentures issued by the Company.
10.2.2. Details of Rest of the Borrowings (if any including hybrid debt like FCCB, Optionally Convertible Debentures/Preference Shares)
There are no outstanding borrowings in the form of hybrid debt as on December 31, 2019.
10.2.3. Corporate Guarantees
No Corporate Guarantees existing on the date have been issued to any subsidiary, joint ventures or
group Company.
64
KEY FINANCIAL AND OPERATIONAL PARAMETERS
(₹ in crore) Parameters FY: 2018-19 FY: 2017-18 FY: 2016-17
For Non-Financial Entities
Net worth 10,727.03 11,033.07 10,070.47
Total Debt* 9,131.04 7,950.17 8,540.96
of which - Non Current Maturities of
Long Term Borrowings
3,220.90 1,499.48 4,815.78
Short Term Borrowings 4,856.76 3,077.76 1,817.29
Current Maturities of Long Term
Borrowings 1,053.38 3,372.93 1,907.89
Net Fixed Assets
13,988.36 14,030.51 14,160.58
Non-Current Assets 17,989.00 17,763.94 17,004.69
Cash and Cash Equivalents 2.59 440.35 233.17
Current Investments - - -
Current Assets 9,202.26 8,450.47 9,399.93
Current Liabilities 11,811.41 12,372.73 10,982.04
Net Sales 62,030.11 48,434.01 43,192.44
EBITDA 1,809.27 4,462.48 6,726.51
EBIT 1,052.51 3,791.16 6,048.59
Interest 471.75 440.46 517.17
PAT 331.95 2,224.12 3,643.69
Dividend Amounts 175.26 525.78 1,051.56
Current Ratio** 0.78 0.68 0.86
Interest Coverage Ratio *** 3.84 10.13 13.01
Gross Debt / Equity Ratio****
0.85 0.72 0.85
Debt Service Coverage Ratio *****
0.29 0.66 1.66
Note :-
*Total Debt = Non Current Borrowings + Current Borrowings + Current Maturities of Long Term Debt (Secured & Unsecured)
**Current Ratio = Current Asset / Current Liability
***Interest Coverage Ratio = EBIT / (Interest & Finance Charges net of amount transferred to expenditure during construction) ****Gross Debt Equity Ratio = Total Debt / Net Worth
*****Debt Service Coverage Ratio = Net Operating Income (Earnings before Interest, Depreciation & Tax (EBITDA)) / (Interest & Finance
Charges net of amount transferred to expenditure during construction*(1-tax rate) + Principal Repayments due during year (Current maturities of long term borrowings + Short Term Borrowings.
65
STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(₹ in crore) Particulars Year Ended on
March 31, 2019
Year Ended on
March 31, 2018
Year Ended on
March 31, 2017
Assets
I Non-current assets
(a) Property plant and equipment 13,982.79 14,025.15 14,158.14
(b) Capital work-in-progress 982.50 667.54 219.87
(c) Investment Property 7.80 7.80 -
(d) Goodwill 0.40 0.40 0.40
(e) Other intangible assets 5.17 4.96 2.04
(f) Financial assets
i. Investments 1,502.650 1,349.64 1,349.64
ii. Loans 92.73 60.80 41.60
iii. Others financial assets 13.50 9.48 6.87
(g) Non-current tax assets (net) 230.65 433.30 457.55
(h) Other non-current assets 1,170.81 1,204.87 768.58
Total Non-current assets (I) 17,989.00 17,763.94 17,004.69
II Current Assets
(a) Inventories 5,811.04 4,734.72 4,039.00
(b) Financial assets
i. Trade receivables 2,322.30 2,660.92 2,621.16
ii. Cash and cash equivalents 2.59 440.35 233.17
iii. Bank balances other than (ii)
above
484.94 392.63 1,897.68
iv. Loans 11.16 8.28 5.96
v. Other financial assets 0.56 7.27 314.50
(c) Current Tax Assets (net) 152.38 28.12 -
(d) Other current Assets 417.29 178.18 280.66
Non current asset held for sale - - 7.80
Total current assets (II) 9,202.26 8,450.47 9,399.93
TOTAL ASSETS (I+II) 27,191.26 26,214.41 26,404.62
Equities and Liabilities
I Equity
(a) Equity share capital 1,752.66 1,752.66 1,752.66
(b) Other equity 8,974.36 9,280.41 8,317.81
Total Equity 10,727.03 11,033.07 10,070.47
Liabilities
II Non-Current Liabilities
(a) Financial liabilities
i. Borrowings 3,220.90 1,499.48 4,815.78
66
ii. Other financial liabilities - - -
(b) Provisions 68.17 43.41 59.67
(c) Deferred tax liabilities (net) 1,015.54 906.17 476.66
(d) Other non-current liabilities 348.21 359.55 -
Total noncurrent liabilities (II) 4,652.80 2,808.61 5,352.11
III Current Liabilities
(a) Financial liabilities
i. Borrowings 4,856.76 3,077.76 1,817.29
ii. Trade payables 4,675.04 4,710.29 6,033.97
iii. Other financial liabilities 1,618.97 3,971.04 2,620.31
(b) Other current liabilities 202.52 209.88 180.56
(c) Provisions 458.13 403.76 285.12
(d) Current tax liabilities - - 44.79
Total current liabilities (III) 11,811.41 12,372.73 10,982.04
IV Total liabilities (II+III) 16,464.23 15,181.34 16,334.15
TOTAL EQUITY AND
LIABILITIES (I+IV)
27,191.26 26,214.41 26,404.62
STANDALONE STATEMENT OF PROFIT AND LOSS
(₹ in crore)
Particulars Year Ended on March
31, 2019
Year Ended on
March 31, 2018
Year Ended on
March 31, 2017
I Revenue from operations 72,315.11 63,083.64 59,430.49
II Other income 155.27 204.57 423.20
III Total Income (I + II) 72,470.38 63,288.21 59,853.69
IV Expenses
Cost of materials consumed 58,513.71 43,248.16 37,488.76
Purchase of Stock-in-trade 526.09 - -
Changes in inventories of
finished goods stock-in-process
and stock-in-trade
(561.64) (766.72) (288.30)
Excise duty on sale of goods 10,252.97 14,633.06 16,222.61
Employee benefits expense 428.66 417.35 352.01
Finance costs 471.75 440.46 517.17
Depreciation and amortisation
expense
756.75 671.32 677.92
Other expenses 1,486.53 1,267.99 949.40
Total Expenses (IV) 71,874.82 59,911.62 55,919.57
V Profit before exceptional items
and tax (III-IV)
595.56 3,376.59 3,934.12
VI Exceptional items
(income)/expenses (net)
14.79 25.89 (1,597.29)
VII Profit before tax (V - VI) 580.77 3,350.70 5,531.41
67
VIII Tax expense
(1) Current Tax
- Current year 122.16 699.58 1,185.38
-Earlier years 13.38 (0.72) -
(2) Deferred tax 113.28 427.72 702.35
Total tax expense (VIII) 248.82 1,126.58 1,887.73
IX Profit for the year (VII-VIII) 331.95 2,224.12 3,643.68
X Other comprehensive income
Items that will not be reclassified to profit or loss
(a) Remeasurement of the
defined benefit plans
(6.95) 5.10 (7.70)
(b) Income tax relating to above 2.43 (1.78) 2.67
Total other comprehensive
income (X)
(4.52) 3.32 (5.03)
XI Total comprehensive income
for the year (IX+X)
327.43 2227.44 3638.65
XII Earnings per equity share:
(1) Basic (in ₹) 1.89 12.69 20.79
(2) Diluted (in ₹) 1.89 12.69 20.79
STANDALONE STATEMENT OF CASH FLOWS
(₹ in crore) Year Ended on
March 31, 2019
Year Ended on
March 31, 2018
Year Ended on
March 31, 2017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit After Tax 331.96 2,224.12 3,643.69
Adjustments For:
Tax Expense 248.81 1,126.58 1,887.73
Depreciation and amortisation expense 756.76 671.33 677.93
Loss/ (profit) on sale of property plant and
equipment (net)
8.01 24.96 5.67
Liability no longer required written back (12.99) (83.95) (6.57)
Impairment of doubtful trade receivables 7.37 - 30.28
Write off of doubtful trade receivables - 47.23 5.94
Exchange rate fluctuation (net) 82.32 61.98 (156.58)
Finance costs 471.75 440.46 517.17
Interest income (103.68) (78.43) (383.89)
Dividend income (10.45) (14.25) (26.29)
Amortisation of prepayments 1.12 0.94 0.98
Amortisation of a deferred government
grant
(17.82) (16.42) -
Others (6.95) 5.10 (7.70)
1,756.21 4,409.65 6,188.36
68
Movements from Working Capital
- (Increase)/ decrease in trade and other
receivables
337.24 (89.05) (265.23)
- (Increase)/ decrease in loans (34.81) (21.52) (4.09)
(Increase)/ decrease in other assets (444.84) 1,718.03 10,262.38
- (Increase)/ decrease in inventories (1,078.11) (693.43) (842.28)
- Increase/ (decrease) in trade payable other
liabilities
60.81 (1,099.47) (15,073.21)
Cash Generated From operations 596.50 4,224.21 265.93
Income taxes paid net of refunds (52.34) (717.65) (1,117.63)
(a) Net cash generated from / (used in)
operations
544.16 3,506.56 (851.70)
B CASH FLOW FROM INVESTING ACTIVITIES
Payments for property plant and equipment (911.08) (1,053.07) (861.83)
Proceeds from disposal of property plant
and equipment
1.39 (0.69) 0.16
Interest received 106.28 79.69 540.29
Dividend received from joint venture 2.10 11.25 0.75
Dividend received from investments in the
mutual funds
8.35 3.00 25.54
Investment in subsidiary company (153.01) - -
Investment in Joint Venture company - - .03
Tax Paid on Interest Income (6.26) (5.87) (41.63)
(b) Net cash generated from / (used in)
investing activities
(952.23) (965.69) (336.69)
C CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from long term borrowings/
Repayment of Long-Term Borrowings net
(638.33) (1,848.16) (1,285.58)
Proceeds from short term borrowings net 1,708.22 1,217.92 1,849.44
Finance costs paid (465.72) (437.82) (496.43)
Dividends and dividend tax paid on equity
shares
(633.86) (1,265.63) -
(c) Net cash generated from / (used in)
financing activities
(29.69) (2,333.69) 67.44
Net increase / (decrease) in cash and cash
equivalents (a+b+c)
(437.76) 207.18 (1,120.94)
Cash and cash equivalents as at the
beginning of the year
440.35 233.17 1,354.11
Cash and cash equivalents as at the end of
the year
2.59 440.35 233.17
(437.76) 207.18 (1,120.94)
69
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in crore) Particulars Year ended on
March 31, 2019
Year ended on
March 31, 2018
Year ended on
March 31,
2017
ASSETS
I Non-current assets
(a) Property, plant and equipment 19,611.42 19,826.00 20,238.43
(b) Capital work-in-progress 995.27 682.14 219.91
(c) Investment Property 7.80 7.80 -
(d) Goodwill 377.28 377.28 377.28
(e) Other intangible assets 5.88 5.63 2.71
(f) Financial assets
(i) Investments 28.76 30.63 41.85
(ii) Loans 94.65 62.72 44.66
(iii) Others financial assets 13.50 9.48 6.87
(g) Non-current tax assets (net) 230.65 433.30 457.55
(h) Deferred tax assets - - 310.69
(i) Other non-current assets 1,478.06 1,520.24 1,096.61
Total non-current assets (I) 22,843.27 22,955.21 22796.56
II Current assets
(a) Inventories 6,308.68 5,240.40 4,414.05
(b) Financial assets
(i) Trade receivables 2,373.92 2,576.79 2,618.98
(ii) Cash and cash equivalents 4.67 440.37 246.15
(iii) Bank balances other than (ii) above 484.94 392.63 1,897.68
(iv) Loans 11.52 8.64 5.96
(v) Other financial assets 0.65 7.27 314.50
(c) Current tax assets (net) 152.43 28.39 -
(d) Other current assets 586.18 300.91 538.05
(e) Non-current assets held for sale - - 7.80
Total current assets (II) 9,922.99 8,995.40 10,043.17
Total assets (I+II) 32,766.26 31,950.61 32,839.73
EQUITY AND LIABILITIES
I Equity
(a) Equity share capital 1,752.66 1,752.66 1,752.66
(b) Other equity 8,193.11 8,480.75 7,749.57
(c) Non-controlling interest 300.14 153.98 372.93
Total equity (I)
LIABILITIES
10,245.91 10,387.39 9,875.16
II Non-current liabilities
70
Particulars Year ended on
March 31, 2019
Year ended on
March 31, 2018
Year ended on
March 31,
2017
(a) Financial liabilities
(i) Borrowings 3,935.76 4,478.68 8,590.95
(ii) Other financial liabilities - - -
(b) Provisions 80.60 49.38 66.15
(c) Deferred tax liabilities (Net) 250.13 90.22 -
(d) Other non-current liabilities 348.21 359.55 -
Total non-current liabilities (II) 4,614.70 4,977.83 8,657.10
III Current liabilities
(a) Financial liabilities
(i) Borrowings 8,302.61 6,261.64 4,668.63
(ii) Trade payables
(a) Total outstanding dues of micro enterprises and small
enterprises
23.03 34.37 7.08
(b) Total outstanding dues of creditors other than micro-
enterprises and small enterprises
4,670.21 4,758.17 6,037.42
(iii) Other financial liabilities 4,247.15 4,915.73 3,081.44
(b) Other current liabilities 203.72 211.29 183.00
(c) Provisions 458.93 404.18 285.36
(d) Current tax liabilities (net) - - 44.54
Total current liabilities (III) 17,905.65 16,585.39 14,307.47
IV Total liabilities (II + III) 22,520.35 21,563.22 22,964.57
TOTAL EQUITY AND LIABILITIES (I+IV) 32,766.26 31,950.61 32,839.73
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(₹ in crore)
Particulars Year ended
March 31, 2019
Year ended March
31, 2018
Year ended
March 31 2017
I. Revenue from operations 73,494.08 63,688.06 59,989.14
II. Other income 359.03 273.92 418.85
III. Total Income (I + II) 73,853.11 63,961.98 60,407.99
IV. Expenses
Cost of materials consumed 58,569.77 43,179.06 37,268.99
Purchase of Stock-in-trade 526.09 - -
Changes in inventories of finished goods,
stock-in-process and stock-in-trade
(417.33) (879.99) (331.98)
Excise duty on sale of goods 10,252.97 14,633.06 16,222.61
Employee benefits expense 480.81 458.96 390.29
Finance costs 1,058.73 912.65 965.92
Depreciation and amortisation expense 1,047.52 966.09 984.12
Other expenses 1,668.65 1,794.96 1,456.16
71
Particulars Year ended
March 31, 2019
Year ended March
31, 2018
Year ended
March 31 2017
Total expenses (IV) 73,187.21 61,064.79 56,956.11
V. Profit before exceptional items and tax
(III-IV)
665.90 2,897.19 3,451.88
VI. Exceptional items (income)/expenses
(net)
14.79 25.89 (1,597.29)
VII. Share of profit of the joint venture 0.26 0.10 4.68
VIII. Profit before tax (V- VI+VII) 651.37 2,871.40 5,053.85
IX. Tax expense:
(1) Current tax
- Current year 122.16 699.58 1,185.38
- Earlier years 13.38 (0.72) -
(2) Deferred tax 164.57 398.98 575.26
Total tax expense (IX) 300.10 1,097.84 1,760.64
X. Profit for the year (VIII-IX) (351.26) (1,773.56) 3,293.21
XI. Other comprehensive income
Items that will not be reclassified to profit
or loss
(a) Remeasurement of the defined benefit
plans
(9.17) 5.49 (7.95)
(b) Effective portion of gains (losses) on
hedging instruments in cash flow
hedges
0.02 (0.06) 0.3
(c) Income tax relating to above 3.20 (1.92) 2.75
Total other comprehensive income (XI) (5.95) 3.51 (4.90)
XII. Total comprehensive income for the
year (X+XI)
(345.31) (1,777.07) 3,288.31
XIII. Profit for the year attributable to
Owners of the Company 340.04 1,992.64 3,472.64
Non-controlling interest 11.22 (219.08) 179.43
XIV. Other comprehensive income for the
year attributable to
Owners of the Company (5.26) 3.38 4.78
Non-controlling interest (0.69) 0.13 0.12
XV. Total comprehensive income for the
year attributable to
Owners of the Company 334.78 1,996.02 3,467.86
Non-controlling interest 10.53 (218.95) 179.55
XVI Earnings per equity share:
(1) Basic (in ₹) 1.94 11.37 19.81
(2) Diluted (in ₹) 1.94 11.37 19.81
72
CONSOLIDATED STATEMENT OF CASH FLOWS
(₹ in crore) Particulars
Year ended
March 31,
2019.
Year ended
March 31,
2018.
Year ended
March 31,
2017.
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after tax 351.26 1,773.56 3,293.21
Adjustments for:
Tax expense 300.10 1,097.84 1,760.64
Share of profit of the joint venture 1.84 11.14 (3.93)
Depreciation and amortisation expense 1,047.53 966.10 984.13
Loss/ (profit) on sale of property, plant and equipment
(net)
8.01 24.96 5.67
Liability no longer required written back (12.99) (83.95) (6.57)
Impairment of doubtful trade receivables & Non Moving
Inventories
7.37 - 30.28
Write off of doubtful trade receivables - 47.23 5.94
Exchange rate fluctuation (net) 38.86 115.05 (156.97)
Finance costs 874.35 878.22 971.63
Interest income (103.72) (78.64) (384.07)
Dividend income (11.15) (15.33) (27.55)
Amortisation of prepayments 1.12 0.94 0.98
Amortisation of deferred government grant (17.82) (16.42) -
Others (6.95) 5.10 (7.70)
2,477.81 4,725.80 6,465.69
Movements in working capital:
- (Increase)/ decrease in trade and other receivables 124.94 (36.43) (304.33)
- (Increase)/ decrease in loans (34.81) (20.74) (4.09)
- (Increase)/ decrease in other assets (434.95) 1,863.63 10,259.08
- (Increase)/ decrease in inventories (1,070.08) (824.06) (1,031.61)
- Increase/ (decrease) in trade payable other liabilities 243.31 (1,047.42) (15,502.50)
Cash generated from operations 1,306.22 4,660.78 (117.76)
Income taxes paid, net of refunds (103.42) (688.93) (990.53)
Net cash generated from / (used in) operations 1,202.81 3,971.85 (1,108.29)
B CASH FLOW FROM INVESTING ACTIVITIES
Payments for property, plant and equipment (964.58) (1,070.02) (861.83)
Proceeds from disposal of property, plant and equipment 1.39 (0.69) 69.99
Interest received 106.33 79.90 540.48
Dividend received from joint venture 2.10 11.25 0.75
Dividend received from investments in the mutual fund 9.05 4.08 26.80
Investment in subsidiary company (153.01) - 0.03
Tax Paid on interest income (6.26) (5.87) (41.63)
73
Particulars
Year ended
March 31,
2019.
Year ended
March 31,
2018.
Year ended
March 31,
2017.
Net cash generated from / (used in) investing activities (1,004.98) (981.35) (265.41)
C) CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 299.70 - -
Proceeds from long term borrowings 19.37 0.90 1,968.63
Repayment of long term borrowings (1,466.20) (2,156.02) (1,656.14)
Proceeds from short term borrowings, net 2,013.50 1,497.12 899.57
Finance costs paid (866.03) (872.67) (947.53)
Dividends and dividend distribution tax paid on equity
shares
(633.86) 1,255.63 -
Net cash generated from / (used in) financing activities (633.52) (2,796.30) 264.54
Net increase / (decrease) in cash and cash equivalents (435.70) 194.22 (1,109.17)
Cash and cash equivalents as at the beginning of the
year
440.37 264.15 1,355.32
Cash and cash equivalents as at the end of the year 4.67 440.37 246.15
Total (435.70) 194.22 (1,109.17)
10.3. OTHER FINANCIAL PARAMETERS (₹ in crores)
Particulars FY 19 FY 18 FY 17
Dividend declared (As %age on FV) 10.00 30.00 60.00 Interest Coverage Ratio (times) 3.84 10.13 13.01 Profit after tax 331.95 2,224.12 3,643.69
Profit before tax 580.77 3,350.70 5,531.41
10.4. CHANGES IN ACCOUNTING POLICIES DURING THE LAST THREE YEARS AND THEIR
EFFECT ON THE PROFITS AND THE RESERVES OF THE COMPANY
Financial
Year
Change in accounting policies and their effect
2018-19 No such major change in Accounting policy having an effect on the profit and reserves,
except change in the base of inventory valuation of Stock-in-trade during FY 2018-19, for
which the impact on financial is insignificant.
2017-18 No such change in Accounting policy having an effect on the profit and reserves
2016-17 No such change in Accounting policy having an effect on the profit and reserves *
* Note – The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016, with a transition date of 01/04/2015. As MRPL was falling under the category of the
company as cited above, so Ind AS was implemented from April 1, 2016, with a transition date of 01/04/2015.
74
SECTION XI
PARTICULARS OF THE OFFER
Eligibility of MRPL to come out with the Issue and Government Approvals
The Company, its Directors and authorised officers have not been prohibited from accessing the debt market
under any order or directions passed by SEBI/any other Government authority.
Issue-specific guidelines
This present issue of Debentures is being made in accordance with extant guidelines of Companies Act 2013 and Rules made thereafter, SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended, SEBI (Debenture Trustee) Regulation 1993 as amended and 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.
Authority for the Placement available
The present issue of Debentures is being made pursuant to:
(i) the resolution passed by the Board of Directors of the Company on November 4, 2019, and delegation
provided thereunder;
(ii) the special resolution passed by the shareholders of the Company under section 42 of the Companies Act,
2013 and sub-rule 1 of rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, in
Annual General Meeting held on August 3, 2019;
(iii) Article 73 of the Articles of Association of the Company.
Issue Size
Private placement offer letter for the private placement of fixed rate, unsecured, rated, taxable, redeemable, non-
convertible debentures of face value ₹ 10,00,000/- each (“debentures”) under Series-1 for an issue size of ₹ 500
crore, with option to retain oversubscription up to ₹ 1,000 crore aggregating to ₹ 1,500 crore. Series 1 comprises
of Series 1A Debentures with the base issue size of Rs. 125 crores with an option to retain oversubscription up to
Rs. 375 crore aggregating to Rs. 500 crores and Series 1B Debentures with the base issue size of Rs. 250 crores
with an option to retain oversubscription up to Rs. 750 crores aggregating to Rs. 1,000 crores. Option to retain
oversubscription (Greenshoe option) is reserved for Bharat Bond ETF.
Pricing Mechanism
The price for base issue Rs.125 crore for Series 1A and Rs. 250 crore under Series 1B aggregating to Rs. 375
crore shall be discovered in a transparent manner on the EBP Platform. After the discovery of price for base issue
the same price will be applicable to the Greenshoe 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 EBP
Platform.
Purpose and Utilisation of the Proceeds
The funds raised through this issue will be utilized for, inter alia, funding of capital expenditure of the Company,
including recoupment of expenditure already incurred; discharging existing debt obligations. Issue proceeds will
not be used for acquisition of land or for investing in Capital Markets and for purposes not eligible for bank
finance.
The “Main Object Clause” of the Memorandum of Association of the Company enables it to undertake the
activities for which the funds are being raised through the present issue and also the activities which the Company
has been carrying on till date.
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Minimum Subscription
As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore said requirement shall not be liable to refund the issue subscription(s)/proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.
Nature and Class of Securities
Fixed rate, Unsecured, Rated, Taxable, Redeemable, Senior, Non-convertible Debentures. These Debentures shall
be fully paid-up basis.
Put & Call Option
Neither the Debenture holder(s) shall have any right to exercise Put option nor shall the Company have the right
to exercise Call Option.
Maximum Investors for the Issue
In terms of Companies Act, 2013 and rules made thereunder, maximum no. of Investors are 200 in a year, however,
such number shall not include qualified institutional buyers.
Issue Price
Each Debenture has a face value of INR 10,00,000/- each and is issued at par. The Debentures shall be redeemable
at par i.e. for INR 10,00,000/- per Debenture. Since there is no discount or premium on either issue price or
redemption value of the Debentures, the effective yield for the investors shall be the same as the coupon rate on
the Debentures.
Relevant date with reference to which issue price has been arrived
NA
Security
Debentures are unsecured.
Names and address of the valuer who performed the valuation of security offered
NA
Mode of Payment
The full Issue price of the Debentures applied for is to be paid along with the Application Form. Investor(s) need
to send in the Application Form along with RTGS details for the full face value of the Debentures applied for.
Issue Price of the
Debenture Minimum Application for
Amount Payable on Application per
Debenture
INR 10,00,000/- 1 Debenture ₹ 10,00,000 per Debenture
Deemed Date of Allotment The cut-off date declared by the Company from which all benefits under the Debentures including interest on the Debentures shall be available to the Debenture holders is called as the Deemed Date of Allotment. The actual allotment of Debentures (i.e. approval from the Board of Directors or a Committee or officials authorised in this respect) may take place on a date other than the Deemed Date of Allotment. MRPL 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 (pre-pond/ postponed) by MRPL, at its sole and absolute discretion.
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Timelines in which the allotment shall be completed
Allotment of securities along with listing shall be completed in 15 days where the investor is an authorised foreign
entity and in 20 days where the investor is a domestic entity.
Letter(s) of Allotment/ Debenture Certificate(s)/ Refund Order(s)/ Issue of Letter(s) of Allotment
The beneficiary account of the investor(s) with NSDL/CDSL)/ Depository Participant will be given initial credit
within 2 days from the Deemed Date of Allotment. The initial credit in the account will be akin to the letter of
allotment. On completion of the all-statutory formalities, such credit in the account will be akin to a Debenture
Certificate.
Debentures to be issued in Demat format only
The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of the
Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996,
rules notified by NSDL/ CDSL/Depository Participant from time to time and other applicable laws and rules
notified in respect thereof. The Debentures shall be allotted in DEMAT form only.
Depository Arrangements
MRPL has entered into depository arrangements with NSDL and CDSL. The securities shall be issued in
dematerialized form as per the provisions of Depositories Act, as amended from time to time.
MRPL has signed two tripartite agreements in this connection viz.
1. Tripartite Agreement dated January 14, 2010, between Registrar, Company and CDSL.
2. Tripartite Agreement dated January 12, 2010, between Registrar, Company and NSDL.
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, 1996 and the regulations made thereunder and are to be issued as
per the terms and conditions stipulated under this Private Placement Offer Letter.
Procedure for applying for Demat Facility
1. Investor(s) should have/open a beneficiary account with any Depository Participant of NSDL and CDSL.
2. For allotment of Debentures in dematerialized form, the beneficiary account number and depository
participants ID shall be specified in the relevant columns of the Application Form.
3. If incomplete/incorrect beneficiary account details are given in the Application Form which does not match
with the details in the depository system, the Allotment of Debentures shall be held in abeyance till such
time satisfactory demat account details are provided by the investor.
4. The Debentures allotted to the investor in dematerialized form would be directly credited to the beneficiary
account as given in the Application Form after verification. Allotment advise/refund order (if any) would be sent
directly to the applicant by the Registrar to the Issue but the confirmation of the CREDIT of the Debentures to
the investor’s Depository Account will be provided to the investor by the investor’s DP.
5. Interest or other benefits with respect to the Debentures held in dematerialized form would be paid to those
Debenture holders whose names appear on the list of beneficial owners given by the depositories to the
Issuer as on the Record Date and their names are registered as Debenture holders on the registers maintained
by Company/Registrar. In case, the beneficial owner is not identified by the Depository on the Record Date
due to any reason whatsoever, MRPL shall keep in abeyance the payment of interest or other benefits, till
such time the beneficial owner is identified by the Depository and intimated to MRPL. On receiving such
intimation, MRPL shall pay the interest or other benefits to the beneficiaries identified, within a period of
15 days from the date of receiving such intimation.
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6. Investors may please note that the Debentures in dematerialised form can be traded only on the stock
exchanges having electronic connectivity with NSDL or CDSL.
Fictitious applications
Any person who makes, in a 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.
Market Lot
The market lot for the trading of Debentures will be one Debenture (“Market Lot”).
Trading of Debentures
The marketable lot for the purpose of trading of Debentures shall be ONE (1) DEBENTURE. Trading of
Debentures would be permitted in dematerialised mode only in the standard denomination of INR 10,00,000 and
such trades shall be cleared and settled in the recognised stock exchange(s) subject to conditions specified by
SEBI. In case 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
The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the
NSDL/ CDSL/Depository Participant of the transferor/ transferee and any other applicable laws and rules notified
in respect thereof. The normal procedure followed for transfer of securities held in the 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.
Transfer of Debentures to and from foreign investors, in case they seek to hold the Debentures and are eligible to
do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer
formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption
will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by
the transferee(s) would need to be settled with the transferor(s) and not with MRPL.
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 BSE EBP Operational Guidelines.
Interest on the Debentures
The Debentures shall carry interest at the coupon rates as per 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, or any other statutory
modification or re-enactment thereof for which a certificate will be issued by MRPL) on the outstanding principal
amount of Debentures till final redemption. The credit will be made in the bank account linked to the depository
account only.
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.
Computation of Interest
The Debentures will carry interest rates as per the term sheet from the Deemed Date of Allotment. The interest will be
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paid from the Deemed Date of Allotment (subject to deduction of tax at source at the rates prevailing from time to time
under the IT Act, or any other statutory modification or re-enactment thereof) as per term sheet. The Interest shall be
computed on “Actual / Actual” day count basis.
Mode of Payment of Interest
Payment on interest will be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ CREDIT through
RTGS system in the name of the Debenture holders whose name appear on the list of Beneficial Owners given by
Depository to MRPL whose names are registered on the register maintained by the Registrar as on the Record Date.
Record Date
Record date of interest shall be 15 days prior to each interest payment date and 15 days prior to the date of
Maturity. Interest shall be paid to the person whose name appears as sole/first in the Register of Debenture
holders/beneficiaries’ position of the Depositories on Record Date or to the Debenture holders who have converted
the Debentures to physical form and their name is registered on the registers maintained by Company/Registrar.
In the event of MRPL not receiving any notice of transfer at least 15 days before the respective due date of payment
of interest and at least 15 days prior to the maturity date, the transferees for the Debenture shall not have any claim
against MRPL in respect of interest so paid to the registered Debenture holder.
Deduction of Tax at Source
Tax as applicable under the Income Tax laws or any other statutory modification or re-enactment thereof will be
deducted at source. The investor(s) desirous of claiming exemption from deduction of income tax at source on the
interest on Application money are required to submit the necessary certificate(s), in duplicate, along with the
Application Form in terms of Income Tax rules.
Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as “Interest on
Securities” as per Income Tax Rules. Debenture holders desirous of claiming exemption from deduction of income
tax at source on the interest payable on Debentures should submit tax exemption certificate/ document, under
Section 193 of the Income Tax Act, 1961, if any, at the registered/corporate office of MRPL, at least 45 days
before the payment becoming due.
Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors
are advised to consult their own tax consultant(s).
Redemption
The face value of the Debentures will be redeemed at par, on the expiry of the tenor of the Debentures series as
per details in the summary term sheet from the Deemed Date of Allotment. The Debentures will not carry any
obligation, for interest or otherwise, after the date of redemption. The Debentures shall be taken as discharged on
payment of the redemption amount by MRPL on maturity to the registered Debenture holders whose names appear
in the Register of Debenture holders on the Record Date/ or the beneficial owners as per the list provided by the
Depositories. Such payment will be a legal discharge of the liability of the Company towards the Debenture
holders.
In case if the redemption date falls on a day which is not a Business Day, then the payment due shall be made on
the previous Business Day but without liability for making payment of interest after the actual date of redemption.
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.
Settlement/ Payment on Redemption
Payment on redemption will be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ CREDIT through
RTGS system in the name of the Debenture holders whose name appear on the list of Beneficial Owners given by
Depository to MRPL and whose names are registered on the register maintained by the Registrar as on the Record Date.
The credit will be made in the bank account linked to the depository account only.
The Debentures shall be taken as discharged on payment of the redemption amount by MRPL on maturity to the list of
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Debenture holders as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the
liability of MRPL towards the Debenture holders. On such payment being made, MRPL shall inform NSDL/ CDSL/
Depository Participant and accordingly the account of the Debenture holders with NSDL/ CDSL/ Depository Participant
shall be adjusted.
MRPL’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 MRPL will not be liable to pay any
interest or compensation from the date of redemption. On crediting the amount to the Beneficiary(s) as specified
above in respect of the Debentures, the liability of MRPL shall stand extinguished.
Right of Debenture holder(s)
A 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 Company. 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.
Besides the above, the Debentures shall be subject to the provisions of the Companies Act, 2013, the relevant rules and
regulations, the Articles of Association of MRPL, 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.
Effect of Holidays
‘Business day’ shall be the day on which money markets are functioning in Mumbai. If the interest payment
date/redemption doesn’t fall on a business day, then payment of interest/principal amount shall be made in
accordance with SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016, as amended from time to
time.
If the interest payment day doesn’t fall on a business day, the payment of interest up to original scheduled date
will be made on the following working day, however, the dates of the future coupon payments would be as per
the schedule originally stipulated at the time of issuing the security.
If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a
Business Day, the redemption proceeds 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/redemption with respect to debentures, interest/redemption payments 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.
List of Beneficial Owners
MRPL shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall
be the list, which shall be considered for payment of interest or repayment of the principal amount, as the case may be.
Succession
In the event of the demise of the sole/first holder of the Debenture(s) or the last survivor, in case of joint holders, for the
time being, MRPL will recognize the executor or administrator of the deceased Debenture holder or the holder of
succession certificate or other legal representative as having title to the Debenture(s). MRPL shall not be bound to
recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is
necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation,
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as the case may be, from a Court in India having jurisdiction over the matter. MRPL may, in its absolute discretion,
where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal
representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the
deceased Debenture holder on production of sufficient documentary proof or indemnity.
Where a non-resident Indian becomes entitled to the Debentures by way of succession, the following steps have
to have complied:
a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debenture was
acquired by the NRI as part of the legacy left by the deceased holder.
b. Proof that the NRI is an Indian National or is of Indian origin.
Such holding by the NRI will be on a non-repatriation basis.
Class or Classes of person to whom the allotment is proposed to be made
The following categories are eligible to apply for this private placement of Debentures:
1. Mutual Funds,
2. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013;
3. Scheduled Commercial Banks;
4. State Industrial Development Corporations;
5. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorised to invest in the
Issue
6. National Investment Funds set up by resolution no. F. No. 2/3/2005- DDII dated November 23, 2005, of
the Government of India, Published in the Gazette of India;
7. Companies and Bodies Corporate authorized to invest in Debentures;
8. Co-operative Banks and Regional Rural Banks authorized to invest in Debentures;
9. Societies authorized to invest in Debentures;
10. Trusts authorized to invest in Debentures;
11. Foreign Institutional Investors and sub-accounts registered with SEBI or Foreign Portfolio Investors (not
being an individual or family offices);
12. Statutory Corporations/ Undertakings established by the Central/ State legislature authorized to invest
in Debentures/ debentures.
13. Insurance Companies registered with the Insurance Regulatory and Development Authority.
14. Insurance funds set up and managed by army, navy and air force of the Union of India.
15. Systemically important non-banking financial company registered with the RBI and having a net worth
of more than ₹ 500 Crore.
16. Any other entity authorised to invest in these debentures including Bharat Bond ETF.
The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/
Constitution/Bye-laws; (2) Resolution authorizing investment and containing operating instructions; (3) Specimen
signatures of authorized signatories; (4) Necessary forms for claiming exemption from deduction of tax at source
on the interest income/ interest on application money, wherever applicable; (5) Documents relating to withholding
tax applicability;(6) Copy of Permanent Account Number Card (PAN Card) provided by the Income Tax
Department; and (7) in case of remittance of money through electronic mode, a self-attested bank account
statement has to be submitted reflecting the debit for the application money. The bank account statement should
contain the name of the applicant, account number, name and branch of the bank.
Application under Power of Attorney or by Limited Companies
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In case of applications made under a power of attorney or by a limited 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, at the office of the registrars
to the issue after submission of the application form to the EBP Platform, failing which the applications are liable
to be rejected.
Proposed time schedule for which this Private Placement Offer Letter is valid
The Private Placement Offer Letter shall be valid till 20 days from issue closing date.
Mode of Subscription/How to Apply
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 EBP Guidelines
in this respect. The application form will be filled in by each Investor and uploaded in accordance with the SEBI
regulatory and operational guidelines. Applications for the Debentures must be in the prescribed form (enclosed)
and completed in BLOCK LETTERS in English as per the instructions contained therein.
(a) The details of the Issue shall be entered on the EBP Platform by the Issuer at least 2 (two) Business Days
prior to the Issue opening date, in accordance with the Operational Guidelines.
(b) 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 EBP Platform, at least 1 (one) Business Day before
the start of the Issue opening date.
Some of the key guidelines in terms of the current Operational Guidelines on the issuance of securities
on private placement basis through an EBP mechanism are as follows:
(a) 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/yield and upward revision of the bid amount placed by the Investor.
(b) Cancellation of Bid
Investors may note that cancellation of bid is allowed during the bidding period/window. However, in
the last 10 minutes of the bidding period/window, no cancellation of bids is permitted.
(c) Multiple Bids
Investors may note that multiple bids 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 the same Investor provided the total of all bids entered is not equal to or more
than Rs.15 crore or 5% of the Base Issue Size, whichever is lower.
Bids by the Arrangers
The Arrangers as mapped on BSE EBP platform by the issuer are allowed to bid on a proprietary, client and
consolidated basis. At the time of bidding, the Arranger is required to disclose the following details to the BSE
EBP Platform:
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(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 (i.e. QIB or non-QIB); and
(c) Quantum of the bid of each eligible Investor.
Provided that the Arranger shall not be allowed to bid on behalf of any Eligible Investor if the bid amount exceeds
5% (five per cent.) of the Base Issue Size or ₹15,00,00,000 (Rupees Fifteen Crores Only), whichever is lower (or
such revised limits as may be specified in the Operational Guidelines from time to time).
The names of successful arrangers along with respective amounts have been disclosed in the final private
placement offer letter after the bidding. Eligible participants bidding on a proprietary basis, for an amount equal to or more than Rs.6.25 crore (i.e. 5% of
base issue size of Series1A) under Series-1A or more than Rs. 12.50 crore (i.e. 5% of the base issue size of Series
1B) for Series 1B, shall bid directly i.e. shall enter the bids directly on EBP platform.
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. Investors are advised to refer to the BSE EBP Guidelines as prevailing on the date of the
bid.
Applications by Successful bidders and Payment Mechanism
Original application forms complete in all respects must be submitted to the MRPL before the last date indicated
in the Issue time table or such extended time as decided by the Issuer accompanied by details of remittance of the
Application money. This Application will constitute the application required under section 42 of the Companies
Act, 2013 and the PAS Rules. Successful bidders should ensure to do the funds pay-in from their same bank
account which is updated by them in the EBP Platform while placing the bids. In case of mismatch in the bank
account details between EBP Platform and the bank account from which payment is done by the successful bidder,
the payment would be returned back. Payment should be made by the deadline specified by the EBP provider.
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 the issue of Private Placement Offer Letter.
Successful 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 Investors must do the subscription amount payment to the Designated Bank Account on or before
10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful Investors should ensure to make payment of the
subscription amount for the Debentures from their same bank account which is updated by them in 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 bidder, the payment would be returned.
Note: In case of failure of any successful bidder to complete the funds pay-in by the Pay-in Time or the funds are
not received in the Designated Bank Account of the clearing corporation of the relevant Exchanges by the Pay-in
Time for any reason whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be
liable to the successful bidder. Cheque(s), demand draft(s), Money orders, postal orders will not be accepted. The
Issuer assumes no responsibility for any applications lost in the mail. The entire amount of ₹ 10 (ten) Lakhs per
Debenture is payable on application.
Applications not completed in the manner required are liable to be rejected. The name of the Applicant’s bank,
type of account and account number must be filled in the Application Form.
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The Applicant or in the case of an Application in joint names, each of the Applicant, should mention the PAN
allotted under the I.T. Act or where the same has not been allotted, the GIR No. and the Income Tax
Circle/Ward/District. In accordance with the provision of Section 139A (5A) of the I.T. Act, PAN/GIR No. needs
to be mentioned on the TDS certificates. Hence, the Investor should mention his PAN/GIR No. In case neither the
PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant
is not assessed to Income Tax, the Applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability)
in the appropriate box provided for the purpose. Application Forms without this information will be considered
incomplete and are liable to be rejected. All Applicants are requested to tick the relevant column “Category of
Investor” in the Application Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other
Superannuation Trusts and other investors requiring “approved security” status for making investments.
Mode of Settlement Mechanism
Settlement of the Issue will be done through Indian Clearing Corporation Limited (ICCL) and the account details
are given in the section on Payment Mechanism of this Private Placement Offer Letter.
Basis of Allocation
Beginning from the issue opening date and until the day immediately prior to the Issue Closing date, firm allotment
against valid applications for the Debentures will be made to applicants in accordance with applicable SEBI
regulations, operational guidelines of the Exchanges and all applicable laws. At its sole discretion, the Issuer shall
decide the amount of oversubscription to be retained over and above the base Issue size (in case of greenshoe
option available, if any).
According to the SEBI circular, SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 allotment to the bidders
on EBP shall be done on the basis of "Yield-time priority". Thus, allotment shall be done first on "yield priority"
basis, however, where two or more bids are at the same yield, then the allotment shall be done on "time -priority"
basis. Further, if two or more bids have the same yield and time, then allotment shall be done on the "pro-rata"
basis.
If the proportionate allotment of Debentures to such applicants is not a minimum of one Debenture or in multiples
of one Debenture (which is the market lot), the decimal would be rounded off to the next higher whole number if
that decimal is 0.5 or higher and to the next lower whole number if the decimal is lower than 0.5. All successful
applicants on the Issue closing date would be allotted the number of Debentures arrived at after such rounding
off.
Debentures under greenshoe option are reserved for Bharat Bond ETF.
Right to Accept or Reject Applications
The Issuer reserves its full, unqualified and absolute right to accept or reject any Application, in part or in full,
without assigning any reason thereof. The rejected applicants will be intimated along with the refund if applicable,
sent. The Application forms that are not complete in all respects are liable to be rejected and will not be paid any
interest on the Application money. The application would be liable to be rejected on one or more technical
grounds, including but not restricted to:
(i) Number of Debentures applied for is less than the minimum application size;
(ii) Applications exceeding the issue size;
(iii) Debenture holder account details not given;
(iv) Details for the issue of Debentures in the dematerialized form not given; PAN/GIR and IT
Circle/Ward/District not given;
(v) In case of Applications under power of attorney by limited companies, corporate bodies, trusts, etc., if
relevant documents not submitted;
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In the event, if any Debenture(s) applied for is/are not allotted in full, the excess application monies of such
Debentures will be refunded, as may be permitted.
Provisional or Final Allocation
The allocation shall be made on a pro-rata basis in the multiples of the bidding lot size, i.e., in multiples of ₹ 10
(ten) Lakh with a minimum allotment of Rs 1 (one) Crore. Post completion of the bidding process, the Issuer will
upload the provisional allocation on the BSE Bond EBP Platform. Post receipt of Investor details, the Issuer will
upload the final allocation file on the BSE Bond EBP Platform.
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.
Settlement Process
The settlement process would be followed as per the relevant operating guidelines of SEBI on EBP.
Post-Allocation Disclosures by the EBP
Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number of successful
bidders, category of the successful bidder(s), etc., in accordance with the EBP circular issued by
SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018, as amended. The EBP shall upload such data, as provided
by the Issuer, on its website to make it available to the public. Debentures under greenshoe option are reserved
for Bharat Bond ETF.
Name of the proposed allottee’s &percentage of post private placement capital that may be held by them
Not applicable in case of issue of non-convertible debentures
Change in Control, if any, in the Company that would occur subsequent to the private placement
Nil
Number of persons to whom allotment on preferential basis / private placement/rights issue has been made
during the year:
Particulars No. of
Investors
Number of
securities
issued
Consideration in
₹
Remarks
Nil Nil Nil Nil Nil
Justification for the allotment proposed to be made for consideration other than cash
NA
Force Majeure and other Withdrawal of Issue
The Issuer reserves the right to withdraw the Issue prior to the closing date in the event of any unforeseen
development adversely affecting the economic and regulatory environment. The Issuer reserves the right to change
the Issue schedule.
The Issuer reserves the right to withdraw the Issue as set out under the Operating Guidelines or as permitted under
applicable law or regulations.
Acknowledgements
No separate receipts will be provided by the Issuer for the Application money.
85
Applications under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the names
and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any,
must be lodged along with the submission of the completed Application Form. Further modifications/ additions
in the power of attorney or authority should be notified to the Issuer or to its Registrars or to such other person(s)
at such other address(s) as may be specified by the Issuer from time to time through suitable communication.
Application by Mutual Funds
In case of Applications by Mutual Funds, a separate Application must be made in respect of each scheme of an Indian
Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the
application made by the asset management Company/trustees/custodian clearly indicate their intention as to the scheme
for which the Application has been made.
PAN/GIR Number
All Applicants should mention their PAN or the GIR Number allotted under I.T. Act, and the Income Tax Circle/ Ward/
District. In the case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment
should be mentioned in the Application Form in the space provided.
Signatures
Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by
an authorized officer of the Issuer or by a Magistrate/ Notary Public under his/her official seal.
Debenture holder, not a shareholder
The Debenture holders will not be entitled to any of the rights and privileges available to the shareholder. If,
however, any resolution affecting the rights attached to the Debentures is placed before the members of the Issuer,
such resolution will first be placed before the Debenture holders for their consideration.
Modification of Rights
The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with
the consent, in writing, of those holders of the Debentures who hold majority of the outstanding amount of the
Debentures (or any limit as specified under Companies Act or any other provision of law) or with the sanction
accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such
consent or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the
terms and conditions of the Debentures, if the same is not acceptable to the Issuer.
Right to the further issue under the ISIN’s
The Issuer reserves right to effect multiple issuances under the same ISIN with reference to SEBI Circular
CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017, as amended (“First ISIN Circular”) and SEBI Circular
CIR/DDHS/P/59/2018 dated March 28, 2018, as amended or any other applicable laws or regulations from time
to time (“Second ISIN Circular”, together with the First ISIN Circular, 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
a premium, par or discount as the case may be in line with the ISIN Circulars.
Right to Re-purchase, 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 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.
86
In the event of a part or all of the Issuer’s Debentures being repurchased as aforesaid 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 the right to consolidate the Debentures under present series in accordance with applicable law.
Further the Issuer, in respect of such re-purchased or redeemed 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 Company shall be free to borrow or raise loans or create encumbrances or avail financial assistance in
whatever form, as also issue promissory notes or debentures or guarantees or indemnities 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 claims of the investors 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 issued by the Company.
Debenture Redemption Reserve
As per Rule 18(7)(b)(ii) of Companies (Share Capital and Debentures) Rules, 2014, as amended (“Debentures
Rules”), a debenture redemption reserve account is not required to be created in the case of privately placed
debentures issued by NBFCs registered with the RBI under section 45-IA of the RBI (Amendment) Act, 1997, as
amended.
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/ 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), including notices referred to under “Payment of
Interest” and “Payment on Redemption” shall be sent by registered post or by hand delivery to the Issuer or to
such persons at such address as may be notified by the Issuer from time to time.
Tax Benefits to the Debenture holders of the Issuer
The holder(s) of the Debentures 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 legal counsel.
Disputes and Governing Law
The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute
arising thereof will be subject to the jurisdiction of courts of Mangaluru.
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, the amount paid on
application, may be addressed to the Compliance Officer. All Investors are hereby informed that the Issuer has
appointed the Compliance Officer who may be contacted in case of any problem related to this Issue.
87
SECTION XII
SUMMARY TERM SHEET
MRPL proposes to raise Debentures with Issue Size ₹ 500 Crore each with Green-shoe option to retain
oversubscription up to ₹ 1,000 Crore aggregating to ₹ 1,500 Crore under Debenture Series 1. Series 1 comprises
of Series 1A Debentures with a base Issue size of Rs. 125 Crores with an option to retain oversubscription up to
Rs. 375 crores aggregating to Rs. 500 crores and Series 1B Debentures with a base issue size of Rs. 250 crores
with an option to retain oversubscription up to Rs. 750 crores aggregating to Rs. 1,000 crores.
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 i.e. Rs. 125 crore
is 25% of the issue size under Series 1A and base issue size i.e. Rs. 250 crores is 25% of issue size under Series-
1B. The green shoe options of Rs. 375 crore under Series 1A and Rs. 750 crores under Series 1B shall be
exclusively reserved for the BHARAT Bond ETF at the same cut-off yield of the base amount for respective
series.
The price for base issue Rs. 125 crore under Series 1A and Rs. 250 crore under Series 1B shall be discovered in a
transparent manner on the EBP Platform. After the discovery of price for base issue 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 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.
Security
Name
[●] MRPL2019-Series 1A [●] MRPL2019-Series 1B
Issuer Mangalore Refinery and Petrochemicals
Limited
Mangalore Refinery and Petrochemicals
Limited
Type of
Instrument
Fixed-Rate, Unsecured Rated, Taxable,
Redeemable, Non-Convertible Debentures
Fixed-Rate, Unsecured Rated, Taxable,
Redeemable, Non-Convertible Debentures
Nature of
Instrument
Unsecured Unsecured
Seniority Unsecured, senior and unsubordinated. Unsecured, senior and unsubordinated.
Mode of Issue Private Placement Private Placement
Eligible
Investors
1. Mutual Funds,
2. Public Financial Institutions specified
in Section 2(72) of the Companies
Act 2013;
3. Scheduled Commercial Banks;
4. State Industrial Development
Corporations;
5. Provident Funds, Pension Funds,
Gratuity Funds and Superannuation
Funds authorised to invest in the Issue
6. National Investment Funds set up by
resolution no. F. No. 2/3/2005- DDII
dated November 23, 2005, of the
1. Mutual Funds,
2. Public Financial Institutions specified
in Section 2(72) of the Companies
Act 2013;
3. Scheduled Commercial Banks;
4. State Industrial Development
Corporations;
5. Provident Funds, Pension Funds,
Gratuity Funds and Superannuation
Funds authorised to invest in the Issue
6. National Investment Funds set up by
resolution no. F. No. 2/3/2005- DDII
dated November 23, 2005, of the
88
Government of India, Published in
the Gazette of India;
7. Companies and Bodies Corporate
authorized to invest in Debentures;
8. Co-operative Banks and Regional
Rural Banks authorized to invest in
Debentures;
9. Societies authorized to invest in
Debentures;
10. Trusts authorized to invest in
Debentures;
11. Foreign Institutional Investors and
sub-accounts registered with SEBI or
Foreign Portfolio Investors (not being
an individual or family offices);
12. Statutory Corporations/ Undertakings
established by the Central/ the State
legislature authorized to invest in
Debentures/ debentures.
13. Insurance Companies registered with
the Insurance Regulatory and
Development Authority
14. Insurance funds set up and managed
by army, navy and air force of the
Union of India
15. Systemically important non-banking
financial company registered with the
RBI and having a net worth of more
than ₹ 500 Crore
16. Any other entity authorised to invest
in these debentures including Bharat
Bond ETF.
Government of India, Published in
the Gazette of India;
8. Companies and Bodies Corporate
authorized to invest in Debentures;
8. Co-operative Banks and Regional
Rural Banks authorized to invest in
Debentures;
9. Societies authorized to invest in
Debentures;
10. Trusts authorized to invest in
Debentures;
11. Foreign Institutional Investors and
sub-accounts registered with SEBI or
Foreign Portfolio Investors (not being
an individual or family offices);
12. Statutory Corporations/ Undertakings
established by the Central/ State
legislature authorized to invest in
Debentures/ debentures.
13. Insurance Companies registered with
the Insurance Regulatory and
Development Authority
14. Insurance funds set up and managed
by army, navy and air force of the
Union of India
15. Systemically important non-banking
financial company registered with the
RBI and having a net worth of more
than ₹ 500 Crore
16. Any other entity authorised to invest
in these debentures including Bharat
Bond ETF.
Listing
(including the
name of stock
Exchange(s)
where it will
be listed and
the timeline
for listing)
Proposed on the BSE Limited (“BSE“) and
National Stock Exchange of India Ltd.
(“NSE”)
Proposed on the BSE Limited (“BSE“) and
National Stock Exchange of India Ltd.
(“NSE”)
Rating of the
Instrument
CRISIL AAA/Stable by CRISIL
ICRA AAA Stable by ICRA
CRISIL AAA/Stable by CRISIL
ICRA AAA Stable by ICRA
Base Issue
Size
₹ 125 crore ₹ 250 crore
Option to
retain
oversubscript
ion (Amount)
Upto ₹ 375 crore aggregating to Rs 500 crore Upto ₹ 750 crore aggregating to Rs 1,000
crore
89
Covenant
with respect
to
oversubscript
ion
The oversubscription option shall be raised
only exclusively through Bharat Bonds ETF.
The oversubscription option shall be raised
only exclusively through Bharat Bonds ETF.
Object /
Purpose and
Utilization of
proceeds
The funds raised through this issue will be
utilized for, inter alia, funding of capital
expenditure of the Company, including
recoupment of expenditure already incurred;
discharging existing debt obligations
The main objects of the Memorandum of
Association of our Company enable us to
undertake the activities for which the funds
are being raised in the Issue. Further, we
confirm that the activities we have been
carrying out until now are in accordance with
the objects specified in our Memorandum of
Association.
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).
The funds raised through this issue will be
utilized for, inter alia, funding of capital
expenditure of the Company, including
recoupment of expenditure already incurred;
discharging existing debt obligations
The main objects of the Memorandum of
Association of our Company enable us to
undertake the activities for which the funds
are being raised in the Issue. Further, we
confirm that the activities we have been
carrying out until now are in accordance with
the objects specified in our Memorandum of
Association.
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 [●] [●]
Step Up/Step
Down
Coupon Rate
NA NA
Coupon
Payment
Frequency
Annual Annual
Coupon
Payment
Date
First Interest payment on January 13, 2021,
and thereafter January 13, of every year and
last interest payment on April 14, 2023, along
with maturity proceeds. (Refer Illustration
for cash flows)
First Interest payment on January 13, 2021,
and thereafter January 13 of every year and
last interest payment on April 12, 2030, along
with maturity proceeds. (Refer Illustration
for cash flows)
Coupon Type Fixed Fixed
Coupon Reset N.A. N.A.
Day Count
Basis
Interest shall be computed on an
“actual/actual basis”. Where the interest
period (start date to end date) includes
February 29, interest shall be computed on
366 days-a-year basis 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 in accordance with
SEBI circular No CIR/IMD/DF-1/122/2016
dated November 11, 2016.
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
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
90
by the Issuer in accordance with the BSE
EBP Operational Guidelines.
by the Issuer in accordance with the BSE
EBP Operational Guidelines.
Default
Interest Rate
2% p.a. over the coupon rate will be payable
by the Company for the defaulting period i.e.
the period commencing from and including
the date on which such amount becomes due
and up to but excluding the date on which
such amount is actually paid, in case of
default in payment of interest/redemption
amount.
2% p.a. over the coupon rate will be payable
by the Company for the defaulting period i.e.
the period commencing from and including
the date on which such amount becomes due
and up to but excluding the date on which
such amount is actually paid, in case of
default in payment of interest/redemption
amount.
Tenor 3 years and 3 months and 1 day 10 years and 2 months and 30 days
Redemption
Date
April 14, 2023 April 12, 2030
Redemption
Amount
Redeemed at face value of Debentures Redeemed at face value of Debentures
Redemption
Premium
/Discount
Nil Nil
Issue
Premium/Dis
count
Nil Nil
Issue Price ₹ 10,00,000 per Debenture ₹ 10,00,000 per Debenture
Discount at
which
security is
issued and the
effective yield
as a result of
such
discount.
Nil Nil
Put option
Date
NA NA
Put option
Price
NA NA
Call Option
Date
NA NA
Call Option
Price
NA NA
Put
Notification
Time
NA NA
Call
Notification
Time
NA NA
Face Value ₹ 10,00,000 per Debenture ₹ 10,00,000 per Debenture
91
Minimum
Application/b
id and in
multiples of
Debt
securities
thereafter
The application must be for a minimum size
of ₹ 10,00,000 each and in multiples of ₹
10,00,000 (1 Debenture) thereafter.
The application must be for a minimum size
of ₹ 10,00,000 each and in multiples of ₹
10,00,000 (1 Debenture) thereafter.
Type/Form of
Bidding
Closed Bidding Closed Bidding
Manner of
allotment
The allotment will be done on a uniform yield
basis in line with BSE EBP Operational
Guidelines and SEBI EBP Circulars.
The allotment will be done on a uniform yield
basis in line with BSE EBP Operational
Guidelines and SEBI EBP Circulars.
Pricing
Mechanism
The price for base issue Rs.125 crore shall be
discovered in a transparent manner on the
EBP Platform. After the discovery of price
for base issue the same price will be
applicable to the greenshoe 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 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.
The price for base issue Rs.250 crore shall be
discovered in a transparent manner on the
EBP Platform. After the discovery of price
for base issue the same price will be
applicable to the greenshoe 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 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.
Bidding date January 9, 2020 January 9, 2020
Issue Timing
1. Issue
Opening
Date
2. Issue
Closing
Date
3. Pay-in
Date
4. Deemed
Date of
Allotment
January 9, 2020
January 9, 2020
January 13, 2020 (T+2)
January 13, 2020
January 9, 2020
January 9, 2020
January 13, 2020(T+2)
January 13, 2020
Settlement
Cycle
T+2 (‘T’ being the bidding date as set out
above)
T+2 (‘T’ being the bidding date as set out
above)
No. of
Applications*
*
N.A. N.A.
Issuance
mode of the
Instrument
In Dematerialized mode In Dematerialized mode
92
Trading
mode of the
Instrument
In Dematerialized mode In Dematerialized mode
Settlement
mode of the
Instrument
Payment of interest and repayment of
principal shall be made by way of
cheque(s)/warrant(s), demand draft(s)/direct
credit/ RTGS/NECS/NEFT or any other
electronic mode offered by the Banks
Payment of interest and repayment of
principal shall be made by way of
cheque(s)/warrant(s), demand draft(s)/direct
credit/ RTGS/NECS/NEFT or any other
electronic mode offered by the Banks
Depository National Securities Depository Limited
(NSDL) and Central Depository Services
(India) Limited (CDSL).
National Securities Depository Limited
(NSDL) and Central Depository Services
(India) Limited (CDSL).
Effect of
Holidays
‘Business day’ shall be the day on which
money markets are functioning in Mumbai. If
the interest payment date/redemption doesn’t
fall on a business day, then payment of
interest/principal amount shall be made in
accordance with SEBI circular no.
CIR/IMD/DF-1/122/2016 dated November
11, 2016, as amended from time to time.
If the interest payment day doesn’t fall on a
business day, the payment of interest up to
original scheduled date will be made on the
following working day, however, the dates of
the future coupon payments would be as per
the schedule originally stipulated at the time
of issuing the security.
If the Redemption Date (also being the last
Coupon Payment Date) of the Debentures
falls on a day that is not a Business Day, the
redemption proceeds 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/redemption with
respect to debentures, interest/redemption
payments 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.
‘Business day’ shall be the day on which
money markets are functioning in Mumbai.
If the interest payment date/redemption
doesn’t fall on a business day, then payment
of interest/principal amount shall be made in
accordance with SEBI circular no.
CIR/IMD/DF-1/122/2016 dated November
11, 2016, as amended from time to time.
If the interest payment day doesn’t fall on a
business day, the payment of interest up to
original scheduled date will be made on the
following working day, however, the dates of
the future coupon payments would be as per
the schedule originally stipulated at the time
of issuing the security.
If the Redemption Date (also being the last
Coupon Payment Date) of the Debentures
falls on a day that is not a Business Day, the
redemption proceeds 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/redemption with
respect to debentures, interest/redemption
payments 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 days prior to each Coupon Payment/
Redemption Date.
15 days prior to each Coupon Payment/
Redemption Date.
Security The Debentures are unsecured. The Debentures are unsecured.
Reissuance
and
consolidation
Our Company shall have the right to reissue
or consolidate the Debentures under present
series in accordance with applicable law
Our Company shall have the right to reissue
or consolidate the Debentures under present
series in accordance with applicable law
93
Transaction
Documents
The Issuer has executed/ shall execute the
documents including but not limited to the
following in connection with the Issue:
1. Letter appointing Trustees to the
Debenture holders;
2. Debenture Trustee Agreement;
3. Debenture Trust Deed;
4. Rating letter from CRISIL;
5. Rating letter from ICRA;
6. Tripartite Agreement between the
Issuer; Registrar and NSDL for the issue
of Debentures in dematerialized form;
7. Tripartite Agreement between the
Issuer; Registrar and CDSL for the issue
of Debentures in dematerialized form;
8. Letter appointing Registrar;
9. Application made to NSE and BSE for
seeking their in-principle approval for
listing of Debentures;
10. Listing Agreement with NSE & BSE
11. Consent letter by Link Intime India
Private Limited to act as Registrar to the
issue
12. Consent letter by SBICAP Trustee
Company Limited to as Trustee to the
issue
13. A certified true copy of board resolution
The Issuer has executed/ shall execute the
documents including but not limited to the
following in connection with the Issue:
1. Letter appointing Trustees to the
Debenture holders;
2. Debenture Trustee Agreement;
3. Debenture Trust Deed;
4. Rating letter from CRISIL;
5. Rating letter from ICRA;
6. Tripartite Agreement between the
Issuer; Registrar and NSDL for the issue
of Debentures in dematerialized form;
7. Tripartite Agreement between the
Issuer; Registrar and CDSL for the issue
of Debentures in dematerialized form;
8. Letter appointing Registrar;
9. Application made to NSE and BSE for
seeking their in-principle approval for
listing of Debentures;
10. Listing Agreement with NSE & BSE
11. Consent letter by Link Intime India
Private Limited to act as Registrar to the
issue
12. Consent letter by SBICAP Trustee
Company Limited to as Trustee to the
issue
13. A certified true copy of board resolution
Additional
Covenants
The Company shall allot the Debentures
within sixty (60) days from the date of receipt
of the application money for such Debentures
and if the Company is not able to allot the
Debentures within such period, it shall repay
the application money to the subscribers
within fifteen days from the date of
completion of sixty days and if the Company
fails to repay the application money within
the aforesaid period, it shall be liable to repay
such money with interest at the rate of 12%
p.a. from the expiry of the sixtieth day.
Default in Payment: In the event of delay in
the payment of interest amount and/or
principal amount on the due date(s), the
Issuer shall pay additional interest of 2.00%
per annum in addition to the respective
Coupon Rate payable on the Debentures, on
such amounts due, for the defaulting period
i.e. the period commencing from and
including the date on which such amount
becomes due and up to but excluding the date
on which such amount is actually paid
The Company shall allot the Debentures
within sixty (60) days from the date of receipt
of the application money for such Debentures
and if the Company is not able to allot the
Debentures within such period, it shall repay
the application money to the subscribers
within fifteen days from the date of
completion of sixty days and if the Company
fails to repay the application money within
the aforesaid period, it shall be liable to repay
such money with interest at the rate of 12%
p.a. from the expiry of the sixtieth day.
Default in Payment: In the event of delay in
the payment of interest amount and/or
principal amount on the due date(s), the
Issuer shall pay additional interest of 2.00%
per annum in addition to the respective
Coupon Rate payable on the Debentures, on
such amounts due, for the defaulting period
i.e. the period commencing from and
including the date on which such amount
becomes due and up to but excluding the date
on which such amount is actually paid
94
Delay in Listing: The Issuer shall complete
all the formalities and seek listing permission
within 15 days from the Deemed Date of
Allotment in the case where investor includes
foreign investor and 20 days where investors
only include domestic investor. In case of
delay in listing of the debt securities beyond
20 days from the deemed date of allotment,
the Company will pay penal interest of at
least 1 % p.a. over the coupon rate from the
expiry of 30 days from the deemed date of
allotment till the listing of such debt
securities to the investor.
In case the Debentures issued to the SEBI
registered FIIs / sub-accounts of FIIs/FPIs are
not listed within 15 days of issuance to the
SEBI registered FIIs / sub-accounts of
FIIs/FPIs, for any reason, then the FII/sub-
account of FII/FPIs shall immediately
dispose of the Debentures either by way of
sale to a third party or to the Issuer and in case
of failure to list the Debentures issued to
SEBI registered FIIs/ sub-accounts of
FIIs/FPIs within 15 days of issuance, the
Issuer shall immediately redeem / buyback
such Debentures from the FIIs/sub-accounts
of FIIs/FPIs.
In the event of delay in execution of
Debenture Trust Deed within ninety days of
Deemed closure of the Issue, the Company
shall refund the subscription with the Coupon
Rate or pay penal interest at the rate of 2.00%
p.a. over the Coupon Rate till these
conditions are complied with, at the option of
the Debenture holder(s). OR
Where the Company fails to execute the trust
deed within three months from the closure of
the issue, the Company shall pay interest of
at least two per cent per annum to the
debenture holder, over and above the agreed
coupon rate, till the execution of the trust
deed.
Delay in Listing: The Issuer shall complete
all the formalities and seek listing permission
within 15 days from the Deemed Date of
Allotment in the case where investor includes
foreign investor and 20 days where investors
only include domestic investor. In case of
delay in listing of the debt securities beyond
20 days from the deemed date of allotment,
the Company will pay penal interest of at
least 1 % p.a. over the coupon rate from the
expiry of 30 days from the deemed date of
allotment till the listing of such debt
securities to the investor.
In case the Debentures issued to the SEBI
registered FIIs / sub-accounts of FIIs/FPIs are
not listed within 15 days of issuance to the
SEBI registered FIIs / sub-accounts of
FIIs/FPIs, for any reason, then the FII/sub-
account of FII/FPIs shall immediately
dispose of the Debentures either by way of
sale to a third party or to the Issuer and in case
of failure to list the Debentures issued to
SEBI registered FIIs/ sub-accounts of
FIIs/FPIs within 15 days of issuance, the
Issuer shall immediately redeem / buyback
such Debentures from the FIIs/sub-accounts
of FIIs/FPIs.
In the event of delay in execution of
Debenture Trust Deed within ninety days of
Deemed closure of the Issue, the Company
shall refund the subscription with the Coupon
Rate or pay penal interest at the rate of 2.00%
p.a. over the Coupon Rate till these
conditions are complied with, at the option of
the Debenture holder(s). OR
Where the Company fails to execute the trust
deed within three months from the closure of
the issue, the Company shall pay interest of
at least two per cent per annum to the
debenture holder, over and above the agreed
coupon rate, till the execution of the trust
deed.
Events of
Default
As specified in the Debenture Trust Deed As specified in the Debenture Trust Deed
Remedies
As mentioned in Debenture Trust Deed As mentioned in Debenture Trust Deed
Cross Default N.A. N.A.
Trustee SBICAP Trustee Company Limited SBICAP Trustee Company Limited
Registrars Link Intime India Private Limited Link Intime India Private Limited
Role and
Responsibiliti
es of
The Trustees shall protect the interest of the
Debenture holders as stipulated in the
Debenture Trust Deed and in the event of
default by MRPL in regard to the timely
The Trustees shall protect the interest of the
Debenture holders as stipulated in the
Debenture Trust Deed and in the event of
default by MRPL in regard to the timely
95
Debenture
Trustee
payment of interest and repayment of
principal and shall take necessary action at
the cost of MRPL. No Debenture holder shall
be entitled to proceed directly against MRPL
unless the Trustees, having become so bound
to proceed, fail to do so.
payment of interest and repayment of
principal and shall take necessary action at
the cost of MRPL. No Debenture holder shall
be entitled to proceed directly against MRPL
unless the Trustees, having become so bound
to proceed, fail to do so.
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 CRISIL
not being more than one month old from
the issue opening date;
2. Seek a written consent letter from the
Trustees conveying their consent to act
as Trustees for the Debenture holders;
3. Seek a written consent letter from the
Registrar & Transfer Agent conveying
their consent for the issue
4. Making an application to BSE and / or
NSE for seeking their in-principle
approval for listing of Debentures.
5. Certified copies of Board Resolutions
6. Signed Private Placement Offer Letter
The subscription from investors shall be
accepted for allocation and allotment by the
Issuer subject to the following:
1. Rating letters from ICRA and CRISIL
not being more than one month old from
the issue opening date;
2. Seek a written consent letter from the
Trustees conveying their consent to act
as Trustees for the Debenture holders;
3. Seek a written consent letter from the
Registrar & Transfer Agent conveying
their consent for the issue
4. Making an application to BSE and / or
NSE for seeking their in-principle
approval for listing of Debentures.
5. Certified copies of Board Resolutions
6. Signed Private Placement Offer Letter
Conditions
subsequent to
subscription
of Debentures
The Issuer shall ensure that the following
documents are executed/ activities are
completed as per time frame mentioned
elsewhere in this Private Placement Offer
Letter:
1. Ensuring that the payment made for
subscription to the Debentures is from
the bank account of the person/ entity
subscribing to the Debentures and keep
record of the bank accounts from where
payments for subscriptions have been
received and in case of subscription to
the Debentures to be held by joint
holders, monies are paid from the bank
account of the person whose name
appears first in the Application Form;
2. Maintaining a complete record of private
placement offers in Form PAS-5 and filing
the such record along with Private
Placement Offer Letter in Form PAS-4
with the Registrar of Companies, National
Capital Territory of Delhi & Haryana with
fee as provided in Companies
(Registration Offices and Fees) Rules,
2014 and with Securities and Exchange
Board of India, within a period of thirty
(30) days of circulation of the Private
Placement Offer Letter;
3. Filing a return of allotment of
Debentures with complete list of all
The Issuer shall ensure that the following
documents are executed/ activities are
completed as per time frame mentioned
elsewhere in this Private Placement Offer
Letter:
1. Ensuring that the payment made for
subscription to the Debentures is from
the bank account of the person/ entity
subscribing to the Debentures and keep
record of the bank accounts from where
payments for subscriptions have been
received and in case of subscription to
the Debentures to be held by joint
holders, monies are paid from the bank
account of the person whose name
appears first in the Application Form;
2. Maintaining a complete record of private
placement offers in Form PAS-5 and filing
the such record along with Private
Placement Offer Letter in Form PAS-4
with the Registrar of Companies, National
Capital Territory of Delhi & Haryana with
fee as provided in Companies
(Registration Offices and Fees) Rules,
2014 and with Securities and Exchange
Board of India, within a period of thirty
(30) days of circulation of the Private
Placement Offer Letter;
3. Filing a return of allotment of
Debentures with complete list of all
96
Debenture holders in Form PAS-3 under
Section 42(9) of the Companies Act,
2013, with the Registrar of Companies,
National Capital Territory of Delhi &
Haryana within fifteen (15) days of the
Deemed Date of Allotment along with
fee as provided in the Companies
(Registration Offices and Fees) Rules,
2014;
4. The 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;
5. Obtaining listing permission from stock
exchanges within 15 days of Issue
closure date in case where investors
include foreign investor and with 20
days in case of domestic investors.;
6. Submission of Debenture Trust Deed
with BSE and NSE within five working
days of execution of the same for
uploading on their website.
7. Filing of Form PAS-4 and PAS- 5 with
SEBI, if applicable.
Besides, the Issuer shall perform all
activities, whether mandatory or otherwise,
as mentioned elsewhere in this Private
Placement Offer Letter.
Debenture holders in Form PAS-3 under
Section 42(9) of the Companies Act,
2013, with the Registrar of Companies,
National Capital Territory of Delhi &
Haryana within fifteen (15) days of the
Deemed Date of Allotment along with
fee as provided in the Companies
(Registration Offices and Fees) Rules,
2014;
4. The 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;
5. Obtaining listing permission from stock
exchanges within 15 days of Issue
closure date in case where investors
include foreign investor and with 20
days in case of domestic investors.;
6. Submission of Debenture Trust Deed
with BSE and NSE within five working
days of execution of the same for
uploading on their website.
7. Filing of Form PAS-4 and PAS- 5 with
SEBI, if applicable.
Besides, the Issuer shall perform all
activities, whether mandatory or otherwise,
as mentioned elsewhere in this Private
Placement Offer Letter.
Mode of
Subscription
Successful bidders are required to do the
funds pay-in from their same bank account
which is updated by them in the BSE Bond –
EBP Platform while placing the bids. In case
of mismatch in the bank account details
between BSE Bond -EBP Platform and the
bank account from which payment is done by
the successful bidder, the payment will be
returned back.
Payment should be made by the deadline
specified by the BSE. Successful bidders
should do the funds pay-in to the bank
accounts of the clearing corporation of the
relevant Exchanges as further set out under
“Particulars of the Offer’ Section of the
Private Placement Offer Letter.
Successful bidders are required to do the
funds pay-in from their same bank account
which is updated by them in the BSE Bond –
EBP Platform while placing the bids. In case
of mismatch in the bank account details
between BSE Bond -EBP Platform and the
bank account from which payment is done by
the successful bidder, the payment will be
returned back.
Payment should be made by the deadline
specified by the BSE. Successful bidders
should do the funds pay-in to the bank
accounts of the clearing corporation of the
relevant Exchanges as further set out under
“Particulars of the Offer’ Section of the
Private Placement Offer Letter.
Mode of
Settlement
Mechanism
Settlement of the Issue will be done through
Indian Clearing Corporation Limited (ICCL)
and the account details are given in the
section on Payment Mechanism of this
Private Placement Offer Letter
Settlement of the Issue will be done through
Indian Clearing Corporation Limited (ICCL)
and the account details are given in the
section on Payment Mechanism of this
Private Placement Offer Letter
Allocation
Option
Uniform Yield Uniform Yield
97
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
Mangaluru.
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
Mangaluru.
* As per the SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016, if the interest payment date falls on a
holiday or Sunday, the payment may be made on the following working day without including the interest for holiday or Sunday and the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. The said Provision shall be applicable for the debt securities issued, in accordance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008, on or after January 01, 2017.
Illustration of Debenture Cash Flows for Series-1A
Company Mangalore Refinery and Petrochemicals Limited
Face Value (per security) ₹ 10,00,000/-
Date of Allotment January 13, 2020
Tenure 3 years and 3 months and 1 day
Coupon Rate [●]
Frequency of the Interest Payment with specified
dates
First interest payment on January 13, 2021,
thereafter January 13 of every mumbairy year and
final redemption payment on April 14, 2023.
Day Count Convention Actual/Actual
Particulars Original Date Revised Date No. of
Days Cash Flow
1st Coupon Wednesday, January 13, 2021 Wednesday, January 13, 2021 366 [●]
2nd Coupon Thursday, January 13, 2022 Thursday, January 13, 2022 365 [●]
3rd Coupon Friday, January 13, 2023 Friday, January 13, 2023 365 [●]
4th Coupon Friday, April 14, 2023 Friday, April 14, 2023 91 [●]
Principal Friday, April 14, 2023 Friday, April 14, 2023
TOTAL: - [●]
Illustration of Debenture Cash Flows for Series-1B
Company Mangalore Refinery and Petrochemicals Limited
Face Value (per security) ₹ 10,00,000/-
Date of Allotment January 13, 2020
Tenure 10 years 2 months and 30 days
Coupon Rate [●]
Frequency of the Interest Payment with specified
dates
First interest payment on January 13, 2021,
thereafter January 13 of every year and final
redemption payment on April 12, 2030.
Day Count Convention Actual/Actual
98
Particulars Original Date Revised Date
No. of
Days Cash Flow
1st Coupon Wednesday, January 13, 2021 Wednesday, January 13, 2021 366 [●]
2nd Coupon Thursday, January 13, 2022 Thursday, January 13, 2022 365 [●]
3rd Coupon Friday, January 13, 2023 Friday, January 13, 2023 365 [●]
4th Coupon Saturday, January 13, 2024 Monday, January 15, 2024 365 [●]
5th Coupon Monday, January 13, 2025 Monday, January 13, 2025 366 [●]
6th Coupon Tuesday, January 13, 2026 Tuesday, January 13, 2026 365 [●]
7th Coupon Wednesday, January 13, 2027 Wednesday, January 13, 2027 365 [●]
8th Coupon Thursday, January 13, 2028 Thursday, January 13, 2028 365 [●]
9th Coupon Saturday, January 13, 2029 Monday, January 15, 2029 366 [●]
10th Coupon Sunday, January 13, 2030 Monday, January 14, 2030 365 [●]
11th Coupon Friday, April 12, 2030 Friday, April 12, 2030 365 [●]
Principal Friday, April 12, 2030 Friday, April 12, 2030 89 [●]
TOTAL: - [●]
99
There has been no material development which shall impact the present issue of the private placement
of Debentures.
SECTION XIII MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE
100
SECTION XIV
CREDIT RATING & RATIONALE THEREOF
CRISIL Limited (“CRISIL”) vide letter dated December 30, 2019, has provided credit rating of “CRISIL
AAA/Stable” to the long-term borrowing programme of ₹ 3,000 crore. Instruments with this rating are considered
to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry
the lowest credit risk. A copy of rating letter from CRISIL is enclosed elsewhere in this Private Placement Offer
Letter.
ICRA Limited (“ICRA”) vide letter dated December 30, 2019, has assigned a credit rating of “ICRA AAA
Stable” to the long-term borrowing programme of MRPL aggregating to ₹ 3,000 crore. Instruments with this
rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such
instruments carry the lowest credit risk. A copy of rating letter from ICRA is enclosed elsewhere in this Private
Placement Offer Letter.
Other than the CREDIT ratings mentioned hereinabove, MRPL has not sought any other CREDIT rating from
any other CREDIT rating agency(ies) for the Debentures offered for subscription under the terms of this Private
Placement Offer Letter.
The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own
decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and
each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at
any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on
the basis of new information etc.
101
SECTION XV
NAME OF DEBENTURE TRUSTEE
In accordance with the provisions of Section 71 of the Companies Act, 2013, Companies (Share Capital and
Debentures) Rules 2014 and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993,
MRPL has appointed SBICAP TRUSTEE COMPANY LIMITED to act as Debenture Trustee (“Debenture
Trustee”) for and on behalf of the holder(s) of the Debentures. The address and contact details of the Trustees are
as under:
SBICAP TRUSTEE COMPANY LIMITED
Registered Office: 202, Maker Tower 'E', Cuffe Parade, Mumbai - 400 005.
Corp Office: Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020
Tel: +91 22 43025555
Facsimile: +91 22 43025500
Contact Person: Ms. Savitri Yadav
Email: [email protected]
Website: www.sbicaptrustee.com
A copy of the letter dated November 15, 2019, from SBICAP Trustee Company Limited conveying their consent
to act as Debenture Trustee for the current issue of Debentures, is enclosed elsewhere in this Private Placement
Offer Letter.
MRPL hereby undertakes that the rights of the Debenture holders will be protected as per the agreement/deed
executed/to be executed between MRPL and the Debenture Trustee. The Debenture Trustee Agreement/Deed
shall contain such clauses as may be prescribed under Section 71 of the Companies Act, 2013, Companies (Share
Capital and Debentures) Rules, 2014 and those mentioned in Schedule IV of the Securities and Exchange Board
of India (Debenture Trustees) Regulations, 1993. Further, the Debenture Trustee Agreement/Deed shall not
contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the
Debenture Trustee or MRPL in relation to any rights or interests of the holder(s) of the Debentures; (ii) limiting
or restricting or waiving the provisions of the SEBI Act; SEBI Debt Regulations and circulars or guidelines issued
by SEBI; and (iii) indemnifying the Trustees or MRPL for loss or damage caused by their act of negligence or
commission or omission.
The Debenture holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to
the Debenture Trustee or any of their agents or authorized officials to do all such acts, deeds, matters and things
in respect of or relating to the Debentures as the Debenture Trustee may in their absolute discretion deem necessary
or require to be done in the interest of the holder(s) of the Debentures. Any payment made by MRPL to the
Debenture Trustee on behalf of the Debenture holder(s) shall discharge MRPL pro tanto to the Debenture
holder(s). The Debenture Trustee shall protect the interest of the Debenture holders in the event of default by
MRPL in regard to the timely payment of interest and repayment of principal and shall take necessary action at
the cost of MRPL. No Debenture holder shall be entitled to proceed directly against MRPL unless the Debenture
Trustee, having become so bound to proceed, fail to do so. In the event of MRPL defaulting in payment of interest
on Debentures or redemption thereof, any distribution of dividend by MRPL shall require the approval of the
Debenture Trustee.
102
SECTION XVI
STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED
The Fixed rate Unsecured Fixed Rate, Rated, Taxable, Redeemable, Non-Convertible Debentures (Series-1) are
proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE and NSE. The Company has
obtained the in-principle approval of BSE and NSE for the listing of the Debentures. MRPL shall make an
application to the BSE and NSE to list the Debentures to be issued and allotted under this Private Placement Offer
Letter and complete all the formalities relating to the listing of the Debentures within the stipulated time (as per
applicable law) from the date of closure of the Issue. If the permission to list and trade the Debentures is not
granted by the stock exchange, our Company shall forthwith repay, without interest, all such amounts of money
received from the Applicant in pursuance of this Private Placement Offer Letter, Section 42 of Companies Act,
2013 and other applicable provisions of law. If the default is made, our Company and every officer in default will
liable to fine as prescribed in Section 42 of the Companies Act, 2013 and other applicable provisions of the law.
In connection with the listing of Debentures with BSE and NSE, MRPL hereby undertakes that:
• It shall comply with conditions of listing of Debentures as may be specified in the Listing Agreement with
BSE and NSE.
• Ratings obtained by MRPL shall be periodically reviewed by the CREDIT rating agencies and any revision
in the rating shall be promptly disclosed by MRPL to BSE and NSE.
• Any change in rating shall be promptly disseminated to the holder(s) of the Debentures in such manner as
BSE and NSE may determine from time to time.
• MRPL, the Debenture Trustee and BSE and NSE shall disseminate all information and reports on
Debentures including compliance reports filed by MRPL and the Trustees regarding the Debentures to the
holder(s) of Debentures and the general public by placing them on their websites.
• Debenture Trustee shall disclose the information to the holder(s) of the Debentures and the general public
by issuing a press release in any of the following events:
(i) default by MRPL to pay interest on Debentures or redemption amount;
(ii) revision of rating assigned to the Debentures;
• The information referred to in para above shall also be placed on the websites of the Trustees, MRPL and
BSE and NSE.
103
(₹ in crore)
Particulars Pre-Issue* Post-Issue#
Debt
Short Term Debt 4,856.76 4,856.76
Long Term Debt 4,274.28 5,774.28
Total Debt (A) 9,131.04 10,631.04
Equity
Share Capital 1,752.66 1,752.66
Reserves & Surplus 8,974.37 8,974.37
Total Equity (B) 10,727.03 10,727.03
Term Debt / Equity (A/B) 0.85 0.99
* Pre-issue figures are audited figures as on March 31, 2019.
Note: 1. We have not considered any debt other than proposed issue after March 31, 2019, for calculation of post-issue debt-
equity ratio.
2. We have considered that the entire issue has been subscribed for the purpose of the above calculation.
.
SECTION XVII
DEBT EQUITY RATIO (On standalone basis)
104
Neither the Issuer nor any of the current directors of the Issuer have been declared as a wilful defaulter.
Name of the
bank
declaring
entity to be
a wilful
defaulter
Year in
which entity
is declared
as wilful
defaulter
The
outstanding
amount at
the time of
declaration
Name of the
entity
declared as
wilful
defaulter
Steps taken
from the
removal
from the list
of wilful
defaulters
Other
disclosures
Any other
disclosure
Nil Nil Nil Nil Nil Nil Nil
SECTION XVIII
WILFUL DEFAULTER
105
MRPL hereby confirms that:
a) The main constituents of MRPL’s borrowings have been in the form of borrowings from Banks and
Financial Institutions, CP etc.
b) MRPL has been servicing all it's principal and interest liabilities on time and there has been no instance
of delay or default since inception.
c) MRPL has neither defaulted in repayment/ redemption of any of its borrowings nor effected any kind of
rollover against any of its borrowings in the past.
SECTION XIX
SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS
106
SECTION XX
UNDERTAKING REGARDING COMMON FORM OF TRANSFER
The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the
NSDL/CDSL/Depository Participant of the transferor/ transferee and any other applicable laws and rules notified
in respect thereof. The normal procedure followed for transfer of securities held in the 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 transferee(s) should ensure that the
transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/
redemption will be made to the person, whose name appears in the records of the Depository. In such cases,
claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with MRPL.
107
SECTION XXI
MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE
ISSUER
By very nature of its business, MRPL 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 MRPL. However, the contracts referred below (not being contracts entered into in the ordinary
course of the business carried on by MRPL) which are or may be deemed to be material have been entered into
by MRPL. Copies of these contracts together with the copies of documents referred below may be inspected at
the Registered Office of MRPL between 2 pm to 5 pm on any working day until the issue closing date.
MATERIAL DOCUMENTS
1. Memorandum and Articles of Association of the Company, as amended to date.
2. Certificate of Incorporation
3. Copy of shareholders resolution obtained for overall borrowing limit.
4. Credit Rating letters issued by ICRA and CRISIL respectively.
5. Auditor’s Report and standalone financial statements prepared under IND-AS for the financial year
ending March 31, 2019, 2018, 2017
6. Annual Report of the Company for the last three Fiscals (FY 2019, FY 2018, FY 2017)
7. Board Resolutions dated November 4,20199 authorizing the issue of Debentures offered on a private
placement basis.
8. Shareholders’ Resolution dated November 4, 2019, under Section 42 of the Companies Act, 2013
authorizing issue of Debentures offered on a private placement basis.
9. Letter of consent from Trustee dated November 15, 2019, for acting as Trustees for and on behalf of the
holder(s) of the Debentures.
10. Tripartite Agreement between Registrar, NSDL and MRPL for the issue of Debentures in Dematerialized
form.
11. Tripartite Agreement between Registrar, CDSL and MRPL for the issue of Debentures in Dematerialized
form.
12. Debenture Trustee Agreement between the Company and Debenture Trustee.
13. Debenture Trust Deed in favour of Trustee.
108
SECTION XXII
DECLARATION
The Company undertakes that this Private Placement Offer Letter contains full disclosures in conformity with Form PAS-4 prescribed under Section 42 and rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 6, 2008, as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended and 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 Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder. It is
to be distinctly understood that compliance with the Companies Act, 2013 and the rules do not imply that payment
of interest or repayment of Debentures, is guaranteed by the Central Government.
The Company undertakes that the monies received under the Issue shall be utilized only for the purposes and
‘Objects of the Issue’ indicated in the Private Placement Offer Letter.
The Issuer accepts no responsibility for the statement made otherwise than in the Private Placement Offer Letter or in any other material issued by or at the instance of the Issuer and that anyone who places reliance on any other source of information would be doing so at his own risk. The undersigned has been authorized by the Board of Directors of the Company vide resolution dated November 4, 2019, to sign this Private Placement Offer Letter and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this Private Placement Offer Letter and, in the attachments, thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the Promoter subscribing to the Memorandum of Association and Articles of Association of the Company. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Private Placement Offer Letter.
For and on behalf of the Board of Directors of MRPL
Dinesh Ranjan Mishra
Company Secretary and Compliance Officer
Place: New Delhi
Date: January 9, 2020
109
SECTION XXIII
ANNEXURES
A. CONSENT LETTER OF TRUSTEE AND REGISTRAR
Annexed as Annexure – I
B. CREDIT RATING LETTERS & RATING RATIONALE
Annexed as Annexure-II
C. COPY OF SPECIAL RESOLUTION DATED AUGUST 3, 2019, AND BOARD RESOLUTION
DATED NOVEMBER 4, 2019
Annexed as Annexure- III
D. HALF YEARLY LIMITED REVIEW ENDED ON SEPTEMBER 30, 2019
E. APPLICATION FORM ATTACHED SEPARATELY
Date : 18.11.2019 To Mangalore Refinery and Petrochemicals Limited Scope Complex, 7th Floor, Core -8, Lodhi Road, New Delhi - 110003 Dear Sir/Madam, Sub.: Consent to act as Registrar to the Proposed issue of “secured / unsecured Non - Convertible Taxable Debenture up to maximum of Rs. 3,000 Crore in one or more trenches on private placement basis We refer to the subject issue and hereby accept our appointment as ‘Registrar’ for Electronic Connectivity Provider to issue of secured / unsecured Non - Convertible Taxable Debenture up to maximum of Rs. 3,000 Crore in one or more trenches on private placement basis and give our consent to incorporate our name as “Registrar to the Issue” in the offer documents.
Our Permanent SEBI Registration No.: INR000004058.
Ratings
MANREFII23(1033 INCD/112920 1911December 30, 2019
"Is. I'omil:l .hspalDireclor Fin.lllec:\Iangalore Refinery and Petrorhl'mrrals Limit('dKuthcthur P.O.,Via Katipalb.Mangalore - 575030
Dear Ms. I'omila Jaspal.
CRISILAn S&P Global Company
He: CRISIL R;ltin~ for the Rs.3lJlJIJCruTe ;'\oll-Comcrlible Debenture of Man~alore Refinl"T)' andl'l'trnchelllical.~ Limited
All ratings assigned by CRISIL are kept under continuous surveilhmcc and review.Please refer to our rating letters tbled November 29. 2019 bearing Ref. no.: MANREFI/236033INCDIl1292019
Please find in the table below the rating outstamling for your company.
S.No.I
InstrumentNon-Convertible Debentures
Rat"d Amount Rs. ill Crore3000
Ratin OutstandillCRISIL AAA/Stable
In the event of your company nol making the issue within a period of 180 days from the above date, or in theevent of any change in the si/e or structure of your proposed issue. a fresh letter of revalidation from CRISILwill be necessary.
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With warm regards,
¥.W'",........Yours sincerely.
I~"")l "/lA-JL ...,-))-",::-~Manish Kumar GuptaSenior Director - CRISIL Ratings
.;;:~:-----.•.•-<;~ ••..~.
"-NivcJit;1 ShibuAssociate Director - CRISIL Ratings
"ACC"R""'S;;IL;-;"",C.,oOgC,o.'n~;;;;,,0c'iR"'''ST.IL-;.,C,CoC,;;;,.Oo;;,ooop"m"'oOo"o;;;o'"mo.",""o.;;"n''''''':::'o;;,",'''m;;.'',",oPo,c,,;;oo.;;oI'o;;;,","n;;.Oo;;'''lig;;,'',O"ooo,cooO"d;;.,'',;;no.c,o,",.o,",o,,;;,"/OCm".;;o;;;,C,oo;;'"does not cOllstitute an audit of the rared enMy by CR!SIL. CRtS!L riJlmgs are based on information provided by /he issuer or obtainedby CRISIL from sources it considers reliable. CRISIL does not guarantee /lIe completeness or iJccumcy of the information on which therating is based. A CRISIL raring is not a recommendatl011 10 buy, se/t. or hold tile raled instrument; it does not comment on the marketprice or suitability for a par/lcular investor. All CR/SIL ralmgs are under surveJllance. CR/SIL or I/S associates may have olhercommercia/transaclions wllh Ihe company/entity Rillmgs are revised as iJnd when circumstances so wa"anl. CRIStL IS not responsiblefor any errors and especially slates Ihat JI has no fin<1nClala;~ loin.1ite>ljver10 Ihe subSCflbers / users / transm>tters / dJSlfPbulorsofthis product. CRtSIL Ralings fiJlmg c"'ena ale aViJi/ab!e wlthOllt charge 10 tile pllblic on Ihe CRISIL web site, www.crisil.com For thelilIes! ratmg informiJtion on any inslfllrr(lotp:d,&'JJ 1:dmltlas"l'lctl'MJl!blU~'1<V8'lMFJ,~eI2G61<stomer Service HelpdesJ<al 1800.267.
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12/2/2019 Rating Rationale
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Rating RationaleNovember 29, 2019 | Mumbai
Mangalore Refinery and Petrochemicals Limited'CRISIL AAA/Stable' assigned to NCD
Rating Action
Rs.3000 Crore Non Convertible Debentures CRISIL AAA/Stable (Assigned)Corporate Credit Rating CCR AAA/Stable (Reaffirmed)
1 crore = 10 millionRefer to annexure for Details of Instruments & Bank Facilities
Detailed RationaleCRISIL has assigned its 'CRISIL AAA/Stable' rating to the Non-Convertible Debentures of Mangalore Refinery andPetrochemicals Limited (MRPL). CRISIL has also reaffirmed its corporate credit rating (CCR) 'CCR AAA/Stable'.
The rating continues to reflect the strong operational, financial and managerial support from parent, Oil and Natural GasCorporation Ltd (ONGC) and its favourable business profile. These strengths are partially offset by the company's moderatebut improving financial risk profile and exposure to risks related to volatility in crude oil prices.
Analytical ApproachThe rating centrally factors in the strategic importance of the company to, and strong support from its parent, ONGC. CRISILhas taken a consolidated view of MRPL and ONGC Mangalore Petrochemicals Ltd (OMPL; rated CRISIL A1+). MRPL holdsa majority stake in OMPL and both companies have operational synergies, common management control, and operate inthe same line of business. MRPL increased its stake in OMPL to 51% in February 2015 from 3% as on March 31, 2014,through the acquisition of a minority stake and then subscription to the rights issue. OMPL's merger with MRPL is underprocess. The merger has already been approved by MRPL's board of directors and the request is under consideration bythe Ministry of Petroleum and Natural Gas.
Please refer Annexure - List of entities consolidated , which captures the list of entities considered and their analytical treatment ofconsolidation.
Key Rating Drivers & Detailed DescriptionStrengths:* Strong support from parent: MRPL benefits significantly from the operational, financial, and managerial support ofparent, ONGC, which owns a 71.6% stake in the company. The company is critical to ONGC's goal of becoming anintegrated oil and gas entity with presence in both exploration and refining. MRPL's majority stake in OMPL increases itsstrategic importance to ONGC, which aims to be the leader in the oil and gas value chain. * Favourable business profile: MRPL has a high Nelson complexity index (NCI) of 9.78 (refineries with high NCI have the necessary flexibility to process avariety of crude oils and can record high value addition). High operating efficiency enables processing of sour crude andoptimises distillation yield. Capacity utilisation has been 100% over the years and GRMs higher than other public sectorstandalone refiners. The GRMs reported for fiscal 2019 have however weakened to $4.06/bbl (as compared to $7.54/bbl reported for fiscal2018), mainly on account of heightened volatility in the crude oil prices and lower product cracks realised. Operatingperformance for H1FY20 further weakened due to temporary disruption in operations caused by scarcity in water supply(impacted operations in Q1FY20) and occurrence of landslide caused by heavy rainfall (impacted operations in Q2FY20).Operations have however resumed in October 2019. Weaknesses:* Moderate financial risk profile: Capital structure remains moderate with gearing of 1.58 times as on March 31, 2019.Debt coverage indicators have weakened in fiscal 2019 with adjusted interest coverage ratio of 2.55 times (as compared to5.13 times in fiscal 2018) and net cash accruals to total debt of 0.05 times (as compared to 0.10 times in fiscal 2018). Theweakening of the financial risk profile has mainly been on account of recent decline in the operating performance of thecompany. The company has debt repayments of around Rs 1,000-1,200 crores per annum in H2FY20 and fiscal 2021,which are partially expected to be refinanced. * Exposure to risks related to volatility in crude oil prices: Crude oil prices have fluctuated in the past few years: theyincreased to around $86 per barrel (bbl) in October 2018 and reduced to $57 per bbl during December 2018; later settling to$67 per bbl as on year end. Such volatility in crude oil prices resulted in substantial inventory losses, thus hamperingoperating performance. Recent increase in crude oil rates led to larger working capital requirement. MRPL imports around80% of its crude oil requirement. Large import dependence exposes MRPL to volatility in foreign exchange rates.
Liquidity SuperiorThe parental support received from ONGC benefits the financial flexibility of MRPL, enabling it to access funding sources atattractive rates. On an average, MRPL generates healthy cash accruals of Rs 1000 crores, although performance hasweakened recently. MRPL also has access to fund based limits Rs. 900 crores, with minimal utilisation. The company hasrepayment obligations of around Rs 1,000 - 1,200 crores per annum approximately in H2FY20 and fiscal 2021. CRISILbelieves MRPL will have to partially depend on refinancing its repayment obligations.
Outlook: StableCRISIL believes MRPL will remain strategically important to, and will continue to receive operational, managerial, andfinancial support from parent, ONGC.
Rating sensitive factors Downward factors:* Deterioration in credit profile of ONGC* Sustained deterioration in the GRMs reported to below $4/bbl
About the CompanyMRPL, a standalone refinery, is a 71.6% subsidiary of ONGC. The refinery is located near Mangalore port, on the westcoast of India. In fiscal 2012, MRPL's nameplate capacity increased to 15 million tonne per annum with commissioning ofthe crude and vacuum distillation units of its Phase-III expansion project. OMPL's plant, commissioned in fiscal 2015, hascapacity to produce around 920 kilo tonne per annum (ktpa) of paraxylene and around 280 ktpa of benzene, along withother by-products. The plant has one of the largest paraxylene manufacturing capacities in India. It will utilise feedstock(naphtha and aromatic streams) from MRPL's refinery adjacent to the plant. OMPL's entire capacity has beencommissioned and utilisation is ramping up.
For the six months ended September 30, 2019, MRPL incurred a loss of Rs 1559 crore on revenue of Rs 22,308 crore,against a loss reported of Rs 69 crore on revenue of Rs 29,718 crore for the corresponding period of the previous fiscal.
Key Financial Indicators - (Consolidated Financials)
12/2/2019 Rating Rationale
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/Mangalore_Refinery_and_Petrochemicals_Limited_November_29_2019_RR.… 2/3
Particulars Unit 2019 2018Revenue Rs crore 63,215 49,036Profit after tax (PAT) Rs crore 351 1,774PAT margin % 0.56 3.62Adjusted debt/adjusted networth Times 1.58 1.49Interest coverage Times 2.55 5.13
Any other information: Not applicable
Note on complexity levels of the rated instrument:CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are availableon www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider forinvestment. Users may also call the Customer Service Helpdesk with queries on specific instruments.
Annexure - Details of Instrument(s)ISIN Name of instrument Date of
allotmentCoupon rate
(%)Maturity
dateIssue size
(Rs cr)Rating assigned
with outlook
NA Non-ConvertibleDebentures* NA NA NA 3000.0 CRISIL AAA/Stable
*Not yet placed Annexure - List of entities consolidated
Names of Entities Consolidated Extent of Consolidation Rationale for ConsolidationONGC Mangalore Petrochemicals Limited Full Business and financial linkages
Annexure - Rating History for last 3 Years
Current 2019 (History) 2018 2017 2016 Start
of2016
Instrument Type OutstandingAmount Rating Date Rating Date Rating Date Rating Date Rating Rating
-- CCR 0.00 CCRAAA/Stable 28-03-19 CCR
AAA/Stable 29-03-18 CCRAAA/Stable 20-03-17 CCR
AAA/Stable 14-04-16 CCRAAA
CCRAAA
NonConvertibleDebentures
LT 0.0031-12-19
CRISILAAA/Stable -- -- -- -- --
All amounts are in Rs.Cr.
Links to related criteriaCRISILs Approach to Financial RatiosRating criteria for manufaturing and service sector companiesRating Criteria for Petrochemical IndustryCRISILs Criteria for ConsolidationCriteria for Notching up Stand Alone Ratings of Companies based on Parent Support
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12/2/2019 Rating Rationale
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1
November 27, 2019
Mangalore Refinery and Petrochemicals Limited: Ratings assigned to NCDs and enhanced
bank lines
Summary of rating action
Instrument* Previous Rated Amount (Rs. crore)
Current Rated Amount (Rs. crore)
Rating Action
Issuer Rating - - [ICRA]AAA (Stable); outstanding Non-Convertible Debentures - 3,000.0 [ICRA]AAA (Stable); assigned Fund based Limits 4,500.0 6,000.0 [ICRA]AAA (Stable); assigned/
outstanding Term Loans 1,371.4 1,371.4 [ICRA]AAA (Stable); outstanding Non-fund based Limits 5,000.0 6,600.0 [ICRA]A1+; assigned/
outstanding Commercial Paper / Short-term Debt
900.0 900.0 [ICRA]A1+; outstanding
Total 11,771.4 17,871.4 *Instrument details in Annexure
Rationale
The assigned ratings favourably factor in the majority ownership of Oil and Natural Gas Corporation (ONGC; [ICRA]A1+)
in Mangalore Refinery and Petrochemicals Limited (MRPL) and ONGC’s continued support to MRPL, which is expected to
be sustained given its strategic importance to ONGC’s forward integration plans. The capacity utilisation levels at MRPL’s
refinery were impacted in H1 FY2020 due to loss of planned and unplanned shutdown in different phases of the refinery
due to shortage of fresh water in Q1 FY2020 and excessive rainfall in Q2 FY2020. Notwithstanding these disruptions, the
operational performance of MRPL’s refinery has remained healthy in the past with utilisation levels consistently above
100% and the healthy ramp up of operations at its polypropylene unit that achieved close to full capacity utilisation in
FY2019. The ratings also take into account the strong financial flexibility of MRPL due to its strong parentage, coupled
with its standalone healthy liquidity profile characterised by sizeable unutilised working capital limits. The ratings also
factor in the location advantage enjoyed by the company being located close to the Mangalore port as well as its
diversified crude sourcing.
ICRA, however, notes that the company’s profitability would remain vulnerable to the import duty differential,
commodity price cycles and the INR-USD exchange rates. The refinery’s gross refining margins (GRM) have declined
significantly to $0.23/bbl in H1 FY2020 from $6.29/bbl in H1 FY2019 owing to decline in throughput and weak crack
spreads for light and middle distillates during the period. The decline in GRMs has resulted in deterioration in MRPL’s
financial performance for H1 FY2020 and weaker-than-expected debt coverage metrics. Nonetheless, the company has
successfully refinanced part of its debt obligations that were falling due for repayment in FY2019 and is expected to do
the same going forward. While ICRA expects the GRMs to recover in the medium term, the company’s profitability could
be impacted to some extent with Iranian oil imports reduced to nil (from 25–30% of its crude procurement prior to the
US sanctions), given the relatively cheaper cost of Iranian oil to Indian refineries compared to similar grades from other
Middle East sources. Further, MRPL has sizeable capex outlined in the medium to long-term to achieve Bharat Stage (BS)
2
VI compliance, enhance refinery capacity to 25 MMTPA and set up a desalination project to safeguard its operations
against water shortage. The large-scale projects would entail execution risks, while the timelines and funding mix would
remain a rating sensitivity. The company is also exposed to asset concentration risks as its refining presence is limited to
Mangalore (Karnataka).
While assigning the ratings, ICRA has noted MRPL’s plans to merge its subsidiary, ONGC Mangalore Petrochemicals
Limited (OMPL; [ICRA]AA+ / [ICRA]A1+ / under rating watch with developing implications) with itself. The process is
currently underway, but has been delayed by regulatory approvals. OMPL currently operates an aromatic complex
adjacent to the refinery complex of MRPL. OMPL reported its first year of profitable operations in FY2019, since its
commissioning in FY2015 owing to healthy paraxylene-naphtha spreads, however, the company’s performance in H1
FY2020 has been adversely impacted by weak spreads for its key products, Paraxylene and Benzene. In ICRA’s view the
synergy benefits of the impending merger are expected to remain strong in the long run.
Key rating drivers
Credit strengths
Strong sponsor profile resulting in high financial flexibility - MRPL has a strong parentage with about 72% of its equity
held by ONGC and about 17% by Hindustan Petroleum Corporation Limited ([ICRA]AAA (Stable)/ [ICRA]A1+). MRPL is
strategically important to ONGC and is essentially managed by ONGC through its nominee directors and senior
management. The chairman of ONGC acts as the chairman of MRPL’s board of directors. ONGC had also extended loans
to MRPL at favourable terms for part-funding of the large-size capital expenditure undertaken for refinery expansion.
The company enjoys high financial flexibility on account of the parentage of ONGC.
Healthy operational profile - MRPL’s refinery has been operating at more than 100% capacity utilisation for the last four
years. The refinery has witnessed a healthy ramp up in operations since the commissioning of the Phase-III expansion
and its polypropylene unit too was operating close to 100% utilisation in FY2019. While the refinery’s capacity utilisation
was lower at 83% in H1 FY2020 due to shortage of fresh water in Q1 FY2020 and excessive rainfall in Q2 FY2020, the
company is expected to achieve healthy utilisation levels in H2 FY2020 which would help offset the loss of production in
H1 FY2020 to some extent.
Location advantages of being a coastal refinery for sourcing of crude as well as exports - The company’s refinery is
located on the western coast of the country close to the Mangalore port. The company’s location is logistically
advantageous for sourcing of crude as well as export of products.
Healthy liquidity profile - The company’s liquidity profile remains strong supported by adequate buffer in the form of
unutilised working capital limits. The company has been able to refinance its debt obligations in FY2019 and therefore
does not have any sizeable repayments over the next 2-3 fiscals.
Credit weaknesses
Vulnerability of profits to the import duty differential on the domestic sales, commodity price cycles and forex
fluctuations – Given the nature of the business, the company remains exposed to the movement in the commodity price
cycles and the volatility in the crude prices. The company’s GRM levels witnessed a considerable decline in FY2019 owing
to weak crack spreads for light and middle distillates and further in H1 FY2020 due to weak spreads and partly due to
decline in throughput levels. Any adverse changes in the import duty on its products would also have an impact on the
company’s domestic sales. The company’s profitability is also exposed to the forex rates (INR-US$) given the company
3
imports its crude requirement, though it also exports certain proportion of its sales (25%~30%) which provides a natural
hedge to some extent.
Execution risks associated with the on-going and future capex - MRPL is currently in the midst of a capex to upgrade its
refinery to be Bharat Stage (BS)-VI compliant, which is required to be completed by April 1, 2020 by all refineries as per
the directive of the Government of India (GoI). MRPL has estimated a capital outlay of ~Rs. 1,810 crore to achieve the
same and expects to complete it before the GoI’s deadline. MRPL plans to expand its refining capacity to 25 MMTPA
from the existing 15 MMTPA gradually after the capex for BS-VI compliance is completed and is currently undertaking a
viability study for the same. It is currently in the process of acquiring land for the expansion, part of which has already
been paid for. In addition, MRPL is setting up a desalination plant, which is expected to be completed by October 2020.
The sizeable projects of MRPL expose it to high execution risks.
Weak financial performance of its subsidiary, OMPL – The financial performance of OMPL was depressed, post-
commissioning of its aromatics complex, as reflected in sizeable losses mainly due to subdued crack spreads and sub-
optimal utilisation of the plant in the past. However, utilisation of OMPL’s paraxylene capacity improved in FY2019
especially after the completion of the revamp of MRPL’s Continuous Catalytic Reforming (CCR)-II unit in September 2018
that ensured regular supply of adequate quality feedstock to OMPL. OMPL’s performance has also benefitted from
healthy paraxylene-naphtha spreads in FY2019. Given improved utilisation, OMPL’s financial profile is expected to
improve considerably in the near to medium term, however, the same remains exposed to the volatility in the spreads
for Paraxylene and Benzene. MRPL is currently in the midst of merging OMPL with itself, though the merger process has
been delayed due to pending regulatory approvals. The merger once completed, would be beneficial for both the
entities, given the synergies in their operations.
Liquidity Position: Adequate The company has a healthy liquidity profile supported by healthy cash balances of Rs. 458 crore as of March 31, 2019
and adequate buffer in the form of unutilised working capital limits and steady cash flows. The company has refinanced a
part of its debt obligations in FY2019 thereby lowering its repayment obligations in the medium term. While the cash
flows have been weaker in FY2019 owing to the low profitability levels, ICRA expects improvement in the GRMs over the
medium term. MRPL has also extended support to OMPL through equity infusion of ~Rs. 150 crore in FY2019 and
another ~Rs. 255 crore in Q1 FY2020. MRPL is also in the midst of sizeable capex plans with multiple projects in different
stages of planning and execution. However, the company has received the board’s approval for issuance of NCDs of Rs.
3,000 crore and plans to raise the first tranche of the same soon. ICRA expects the company to utilise these proceeds to
refinance any short-term obligation and to support its capex plans.
Rating Sensitivities
Negative triggers – In case the linkage between ONGC and MRPL weakens, or if there is further deterioration in MRPL’s
performance leading to high losses.
4
Analytical approach:
Analytical Approach Comments
Applicable Rating Methodologies Rating Methodology for Downstream Oil Companies
Parent/Group Support
Parent - Oil and Natural Gas Corporation Limited We expect MRPL’s parent, ONGC [rated [ICRA]A1+], to be willing to extend financial support to MRPL, should there be a need, given the high strategic importance that MRPL holds for ONGC for meeting its diversification objectives
Consolidation / Standalone For arriving at the ratings, ICRA has considered the consolidated financials of Mangalore Refinery and Petrochemicals Limited. As on March 31, 2019, the Company had 1 subsidiary and 1 JV, that are enlisted in Annexure-2.
About the company: Mangalore Refinery & Petrochemicals Limited (MRPL) was set up as a joint venture (JV) between the AV Birla Group
and Hindustan Petroleum Corporation Limited (HPCL). MRPL operates a refinery at Mangalore (Karnataka), with a
nameplate capacity of 15 million metric tonne per annum (MMTPA). The refinery project was initially implemented in
two phases during a period of administered pricing, where the regulatory framework provided assured returns on
capital employed. However, since the deregulation of the refining sector in 1998, the company had been exposed to
low and volatile international refining margins, which affected its operating profitability quite significantly. Together
with high debt service commitments, this resulted in MRPL posting large losses in the past. Oil and Natural Gas
Corporation Limited (ONGC) acquired a 51% stake in MRPL in March 2003, and later increased its stake to 72%. With a
change in management, funds infusion by ONGC and upturn in the refining margin cycle, the company made a
financial turnaround in the subsequent period. The refining capacity was enhanced to 15 MMTPA from 11.82 MMTPA
in March 2012 with the commissioning of Phase-III. It also commissioned a 440 KTPA polypropylene unit. In July 2015,
MRPL’s board approved the merger of its subsidiary, OMPL, with itself, which is currently in process. MRPL had
acquired a controlling stake in OMPL in February 2015 by increasing its stake to 51% from 3%, while the remaining
stake is held by ONGC.
Key Financial Indicators - Consolidated (Audited)
FY2018 FY2019
Operating Income (Rs. crore) 49,055 63,421
PAT (Rs. crore) 1,773 351
OPBDIT/ OI (%) 9.3% 4.4%
RoCE (%) 15.7% 7.1%
Total Debt/ TNW (times) 1.4 1.5
Total Debt/ OPBDIT (times) 3.3 5.6
Interest coverage (times) 5.0 2.6
NWC/ OI (%) 6% 6%
5
Status of non-cooperation with previous CRA: Not applicable
Any other information: None
Rating history for last three years:
Instrument
Current Rating (FY2020)
Chronology of Rating History for the past 3 years
Type
Amount Rated (Rs. crore)
Amount Outstanding (Rs. Crore)
Date & Rating Date & Rating in FY2019
Date & Rating in FY2018
27-Nov-19 24-Jul-19 09-May-19
16-Aug-18 04-Apr-18 02-Nov-17
19-Apr-17
1 NCDs Long Term
3,000.0 - [ICRA] AAA (Stable)
- - - - - -
2 Fund Based Limits
Long Term
6,000.0 [ICRA] AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
3 Term Loan Long Term
1,371.4 1,371.4 [ICRA] AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
-- -- --
4 Non-fund Based Limits
Short Term
6,600.0 [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+
5 Commercial Paper
Short Term
900.0 [ICRA]`A1+ [ICRA]`A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+
6 Issuer Rating
Long Term
-- [ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
[ICRA]AAA (Stable)
Complexity level of the rated instrument:
ICRA has classified various instruments based on their complexity as "Simple", "Complex" and "Highly Complex". The
classification of instruments according to their complexity levels is available on the website www.icra.in
6
Annexure-1: Instrument Details
ISIN No Instrument Name Date of Issuance / Sanction
Coupon Rate Maturity Date
Amount Rated (Rs. crore)
Current Rating and Outlook
-- Non-Convertible Debentures
Yet to be placed
-- -- 3,000.0 [ICRA]AAA (Stable)
-- Fund Based Limits -- -- -- 6,000.0 [ICRA]AAA (Stable) -- Term Loans FY2019 -- FY2021 1,371.4 [ICRA]AAA (Stable)
-- Non-fund Based Limits
-- -- -- 6,600.0 [ICRA]A1+
-- Commercial Paper -- -- 7-365 days 900.0 [ICRA]A1+ -- Issuer Rating -- -- -- -- [ICRA]AAA (Stable)
Source: Mangalore Refinery and Petrochemicals Limited
Annexure-2: List of entities considered for consolidated analysis
Company Name Ownership Consolidation Approach
ONGC Mangalore Petrochemicals Limited 51.00% Full Consolidation Shell MRPL Aviation Fuels and Services Limited
50.00% Limited Consolidation
Source: Mangalore Refinery and Petrochemicals Limited
7
ANALYST CONTACTS
K. Ravichandran
+91 44 4596 4301
Anubha Rustagi +91 22 6169 3341 [email protected]
Prashant Vasisht +91 124 4545 322 [email protected]
RELATIONSHIP CONTACT
L. Shivakumar +91 22 6114 3406 [email protected]
MEDIA AND PUBLIC RELATIONS CONTACT
Ms. Naznin Prodhani Tel: +91 124 4545 860 [email protected]
Helpline for business queries:
+91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm)
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For more information, visit www.icra.in
8
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Notes to Standalone and Consolldated Flnanclal Results: 1 The Audit Committee has reviewed the above results and the same have been subsequently approved by the Board of Directors in their meetings held on
November 4, 2019.
2 The financial results have been reviewed by the Statutory Auditors as required under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
3 The financial results of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended). These financial results have been prepared in accordance with the recognition and measurement principles of Ind AS, prescribed under Section 133 of the Companies Act 2013 read with the relevant rules Issued thereunder end the other accounling principles generally accepted in India.
4 The Company has adopted Ind AS 116 'Leases' effective 1st April 2019 and applied \he standard to its leases on a prospective basis. This has resulted in
recognizing a right-of-use asset off 470.80 crore and lease liability off 215.65 crore as at 1st April 2019. The impact on !tie profit for the quarter rs not material.
5 Purchase or Stock-in-trade for the three months ended 30th September, 2019, three months ended 30th June, 2019, Half Year ended 30th September, 2019 and
year ended 31st March, 2019 includes purchase of crude oil for f 871.22 crore, p1,1rchase of petroleum products for f 329.39 crore, purchase of crude oil & petroleum products for f 1,200.61 crore and purchase of crude oil for" 526.09 crore respectively towards sale of traded goods.
6 Other Expenses for the three months ended 30th June, 2019 includes net exchange fluctuation gain of"' 26.17 crore.
7 Other Expenses for the three months ended 30th September, 2019, three months ended 30th Sep1ember, 2018, Half Year ended 30th September. 2019, Half Year ended 30th September, 2018 and year ended 31st March, 2019 includes net exchange fluctuation loss oft 224,04 crore, t 401.69 crore, f 197.87 crore, " 787.30 crore and t 281.94 crore respectively.
8 The exceptlonal item for the period ended March 31, 2019 includes -a) Expense of f 22.87 crore is towards differential contribution to "MRPL Defined Contribution Pern;lon Scheme" for Management Staff (pertaining to the period January 2007 to March 2018) and Non Management Staff (pertaining to the period Aprll 2007 to March 2018). b) Expense of" 33.97 crore is on account of estimated cost of purchase of Renewable Energy Certlfi.cate (REC) from Indian Energy Exchange (IEX), as per the direction received from Karnataka Electricity Regulatory Commission, for meeting Renewable Energy Purchase Obligation (RPO) from the financial year 2015-16 io 2017-18 based on company's captive and auxiliary consumpVon. c) Income of 1l' 42.05 crore relating to reclaim of input iex credit under Goods and Service Tax Act (GST Act) for the financial year 2017-18 represents the credit taken based on annual mhc of products covered under GST and produru not covered under GST.
9 The Company has recognised deferred taic asset off 583.27 crore for the half yeer ended 30th Sep1ember, 2019.
1 o Figures for the previous periods have been re-grouped wherever necessary.
11 The Company operates only in one segment i.e Petroleum products. As such, reporting is done on a single segment basis.
12 During the quarter the refinery has b.een affected by a minor landslide es en aftermath of the intensified monsoon in Dakshina Kannada District, hence as a precautionary measure, structured shutdown of the Phase-Ill process units of the refinery from 18th August 2019 to access the condition of the facilities in the vicinity and for Immediate stabilisation and after taking necessary corrective action Phase Ill operations of the refinery have resumed in a phased manner by 17th
September 2019.
13 On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted Section 115BAA in the Income Tax Act, 1961 which provides domestic companies .a non-reversible option to pay corporate tax at reduced rates effective April 01, 2019 subject to certain conditions. The Company is curren�y in the process ot evaluating this option.
14 The above results are available on the websites of NSE and BSE at www.nseindia.com and www.bseindie.oom respaclively, and on the Company's website at www.mrpl.co.in.
�. � �
Place : New Delhi Pt:. J\S:AL Date : 04/11/2019 Director (Finance)
DIN: 08436633