ONGC Petro additions Limited (OPaL)

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PRIVATE & CONFIDENTIAL – FOR ADDRESSEE ONLY (THIS INFORMATION MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS INFORMATION MEMORANDUM/DISCLOSURE DOCUMENT IS PREPARED AND ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02 2015, AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AND THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014.

IT IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 200 (TWO HUNDRED) INVESTORS (excluding Qualified Institutional Buyers) IN ANY FINANCIAL YEAR, AS ELIGIBLE UNDER THE LAWS OF INDIA TO INVEST IN THESE DEBENTURES (“ELIGIBLE INVESTORS”). MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES ISSUED TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION MEMORANDUM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE COMPANY NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AND INTENDS TO USE BSE BOND PLATFORM FOR THE ISSUE.

ONGC Petro additions Limited (OPaL) (A Joint Venture of ONGC & GAIL) Address: 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Tele No : 0265-6192600 Fax No : 0265-6192666 Email : [email protected] Website : www.opalindia.in CIN: U23209GJ2006PLC060282

INFORMATION MEMORANDUM

INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF, UNSECURED, LISTED, REDEEMABLE, RATED, TAXABLE, NON-CUMULATIVE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10.00 LAKH EACH (“DEBENTURES”) FOR CASH AT PAR UNDER SERIES VII, THROUGH OPTION A UP TO RS. 105 CRORES WITH GREENSHOE OPTION OF RS. 635 CRORES AND OPTION B UP TO RS. 105 CRORES WITH GREENSHOE OPTION OF RS. 635 CRORES AND OVERALL ISSUE SIZE SHALL NOT EXCEED RS. 740 CRORES.

GENERAL RISK Investment in debt instruments involves a degree of risk and Investors should invest any funds in the Issue only after reading the risk factors in the Information Memorandum carefully including the risk involved. Specific attention of the

investors is invited to the section “Risk Factors” in PAS-4 of this Offer Document. The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

mailto:[email protected]

http://www.opalindia.in/

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Credit Rating: “CARE AA” with “Stable” Outlook by Care Ratings Ltd on 11.09.2020 with revalidation letter dated 22.06.2021 & Provisional “ICRA AA” with “Stable” Outlook from ICRA Ltd on 08.09.2020 with revalidation letter dated 18.06.2021. Instruments with AA rating are considered to have high degree of safety regarding timely servicing of financial obligation. Such instruments carry very low credit risk

The above ratings are not 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.

LISTING

The Debentures are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of BSE Limited (BSE).

DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

SBICAP Trustee Company Ltd Mistry Bhavan, 04th Floor, 122 Dinshaw Vachha Road, Churchgate, Mumbai – 400 020 Tel.: 022-4302 5555 Fax.: 022-4302 5500 www.sbicaptrustee.com

Beetal Financial & Computer Services (P) Ltd 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110062 Tel.: 011-2996 1281 Fax.: 011-2996 1284 www.beetalfinancial.com

ARRANGERS TO THE ISSUE

ADVISOR TO THE ISSUE

TRUST INVESTMENT ADVISORS PVT. LTD. 109/110, 1st Floor, Balarama, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel.: 022 40845000 Fax.: 022 40845007 Email: [email protected] Website: www.trustgroup.in

ISSUE PROGRAMME Issue Opening Date 7th July 2021 Issue Closing Date 7th July 2021 Issue Pay in Date 9th July 2021 Issue Allotment Date 9th July 2021

In consultation with Arranger, the Issuer reserves the right to pre pone the Issue earlier from the aforesaid date or post pone the Issue at its sole and absolute discretion without giving any reasons or prior notice. In the event of any change in the above Issue programme, the Issuer will intimate the Investors about the revised Issue programme.

http://www.sbicaptrustee.com/

http://www.beetalfinancial.com/


http://www.trustgroup.in/

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Sl.No. INDEX Page No.

* DEFINITIONS/ABBREVIATIONS 5

** DISCLAIMER(S) 6

A ISSUER INFORMATION 11

B BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 13

(i) OVERVIEW 13

(ii) PRODUCT MIX OF OPAL 14

(iii) PROJECT OVERVIEW 17

(iv) CORPORATE STRUCTURE 23

(v) KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS 24

(vi) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS 25

(vii) SUBSIDIARIES/ ASSOCIATE OF THE COMPANY 25

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

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(i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 26

(ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE LAST FIVE YEARS

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(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY FOR LAST 5 YEARS 26

(iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 26

(v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 26

D DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END 26

(i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END 26

(ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END

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E DETAILS REGARDING THE DIRECTORS OF THE COMPANY 27

(i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY 27

(ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 28

F DETAILS REGARDING THE AUDITORS OF THE COMPANY 29

(i) DETAILS OF THE STATUTORY AUDITOR OF THE COMPANY 29

(ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 30

G DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END 30

(i) DETAILS OF SECURED LOAN OUTSTANDING 30

(ii) DETAILS OF UNSECURED LOAN OUTSTANDING 31

(iii) DETAILS OF UNSECURED RUPEE LOAN FACILITIES 32

(iv) DETAILS OF WORKING CAPITAL LOAN FACILITIES 32

(v) DETAILS OF EXTERNAL COMMERCIAL BORROWING FACILITIES 32

(vi) DETAILS OF NCDS 33

(vii) DETAILS OF CCDS 33

(viii) LIST OF TOP 10 NON-CONVERTIBLE DEBENTURE HOLDERS 34

(ix) LIST OF TOP 10 COMPULSORILY CONVERTIBLE DEBENTURE HOLDERS 34

(x) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED.

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(xi) DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING AS ON THE LATEST QUARTER

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(xii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES/PREFERENCE SHARES

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(xiii)

DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS

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(xiv)

DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION

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H DETAILS OF PROMOTERS OF THE COMPANY 35

I ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS

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J ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE FINANCIAL INFORMATION AND AUDITOR’S QUALIFICATIONS

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K

ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST/CONTINUE TO INVEST IN THE DEBT SECURITIES

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L SERVICING BEHAVIOR BY THE ISSUER, IN THE PAST 5 YEARS 35

M

THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES

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N

DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED

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O THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT/LETTER WITH SIMILAR INTENT

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P COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE 36

Q NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE

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R OTHER DETAILS 37

(i) DEBENTURE REDEMPTION RESERVE 37

(ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS 37

(iii) APPLICATION PROCESS 38 S PROCEDURE FOR APPLYING FOR DEMAT FACILITY 41 T HOW TO APPLY 42 U TERM SHEET: ISSUE DETAILS 45 V DISCLOSURE OF CASH FLOWS 56

W MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

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X DECLARATION 60 Y ANNEXURES 61

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* DEFINITIONS/ ABBREVIATIONS “OPaL”/ “Company”/ “Issuer”

ONGC Petro additions Limited is a company registered under the provisions of the Companies Act, 1956

Allotment/Allot/ Allotted The issue and allotment of the Debentures to successful Applicants in relation to the Issue

Application An application to subscribe to the Debentures offered pursuant to the Issue by submission of a valid Application Form and payment of the Application Money by any of the modes as prescribed under this Offer Document.

Application Form The form in terms of which the Eligible Investors shall make an offer to subscribe to the Debentures and which will be considered as the Application for Allotment of Debentures in terms of this Offer Document.

Application Money The aggregate value of the Debentures applied for, as indicated in the Application Form for the Issue.

Articles The articles of association of the Issuer

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 (1) of Section 2 of the Depositories Act, 1996)

BSE BSE Limited

Business Days A day (other than a Sunday and Saturday or a Bank holiday) on which the money market is functioning in Mumbai and when banks are open for general business in Mumbai, Delhi and state of Gujarat #. 1. If the coupon payment date falls on a holiday, the payment may be made on

the following business day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

2. If the Redemption Date (also being the last coupon payment date) of the debenture falls on a day that is not a Business Day, the redemption proceeds shall be paid by the issuer on the preceding business day along with coupon accrued on the debenture until but excluding the date of such payment

#In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

CDSL Central Depository Services Limited

Companies Act, 1956 The Companies Act, 1956 along with the rules made thereunder, as amended from time to time (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections).

Companies Act, 2013 The Companies Act, 2013 along with the rules made thereunder, to the extent in force pursuant to the notification of the Notified Sections and as amended from time to time.

Debentures Unsecured, Rated, Redeemable, Listed, Non-Cumulative, Taxable Non-Convertible Debentures of face value of Rs. 10 Lakh each offered through private placement route under the terms of this Private Placement Offer Letter

Debenture Holder The holder of the Debentures

Debenture Trustee/ Trustee to the Issue

SBICAP Trustee Company Ltd.

Debenture Trusteeship Appointment Agreement

The debenture trusteeship appointment agreement dated ___________________ 2021 entered into between the Issuer and the Debenture Trustee for appointing the Debenture Trustee

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Debenture Trust Deed The debenture trust deed to be entered into between the Debenture Trustee and the Issuer within the prescribed timelines

Depository(ies) National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL)

DP Depository Participant

FY Financial Year

Issue/Offer/ Offering Private Placement of Unsecured, Listed, Taxable, Rated, Redeemable, Non-Cumulative Non-Convertible Debentures of face value of Rs. 10.00 lakh each (“debentures”) for cash at par, under Series VII, through Option A up to 105 Crores with Greenshoe option of Rs. 635 Crores and Option B up to Rs. 105 Crores with Greenshoe option of Rs. 635 Crores and Overall issue size shall not exceed Rs. 740 Crores.

NSDL National Securities Depository Limited

IT Act The Income Tax Act, 1961 (as amended from time to time)

PAN Permanent Account Number

Registrars to the Issue/ Registrar & Transfer Agent

Beetal Financial & Computer Services (P) Ltd.

SEBI

Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

TDS Tax Deducted at Source as per the provisions of the Income Tax Act and rules there under modified from time to time.

** DISCLAIMER(S)

DISCLAIMER OF THE ISSUER This Information Memorandum is neither a Prospectus nor is a Statement in Lieu of Prospectus and this Disclosure Document is prepared and issued in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended from time to time, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Issued Vide Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02 2015 and Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Information Memorandum does not constitute an offer to public in general to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This Information Memorandum is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Debentures issued by the Issuer. This Debenture Issue is made strictly on private placement basis. Apart from Information Memorandum and Offer Letter, no offer document or prospectus has been prepared in connection with the offering of this Debenture Issue or in relation to the Issuer. The Company has also prepared Offer Letter in PAS-4 format under Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time. This Information Memorandum 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 Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation nor should any recipient of this information memorandum consider such receipt a recommendation to purchase any Debentures. This Information Memorandum has been prepared to give general information regarding the Issuer to parties proposing to

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invest in this Issue of Debentures and it does not purport to contain all the information that any such party may require. The Issuer believes that the information contained in this Information Memorandum is true and correct as of the date hereof. The Issuer does not undertake to update this Information Memorandum to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein from the Issuer. However, the Issuer reserves its right for providing the information at its absolute discretion. The Issuer accepts no responsibility for statements made in any advertisement or any other material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility. Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in debentures. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Debentures. It is the responsibility of the prospective subscriber to verify if they have 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 Information Memorandum should be construed as advice or recommendation by the Issuer or by the Arranger to the Issue to subscribers to the Debentures. The prospective subscribers also acknowledge that the Arranger to the Issue does not owe to the subscribers any duty of care in respect of this private placement offer to subscribe for 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. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. It is the responsibility of investors to also ensure that they will sell these Debentures in strict accordance with this Information Memorandum and other applicable laws, so that the sale does not constitute an offer to the public within the meaning of the Companies Act, 2013. None of the intermediaries or their agents or advisors associated with this issue undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum or have any responsibility to advise any investor or potential investor in the Debentures of any information available with or subsequently coming to the attention of the intermediaries, agents or advisors.

The Company confirms that, as of the date hereof, this Information Memorandum contains information that is accurate in all material respects and does not contain any untrue statement of a material fact, or omits to state any material fact, necessary to make the statements herein that would be, in the light of circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this information memorandum or in any material made available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. The intermediaries and their agents or advisors associated with this issue have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any such intermediary as to the accuracy or completeness of the information contained in this Information Memorandum or any other information provided by the Company. Accordingly, all such intermediaries associated with this issue shall have no liability in relation to the information contained in this information memorandum or any other information provided by the company in connection with the issue.

Information Memorandum is not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Information Memorandum shall be kept utmost confidential. The securities mentioned herein are being issued on private placement basis and this offer does not constitute a public offer/ invitation. The Issuer reserves the right to withdraw the private placement of the Debenture Issue prior to the Issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the

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application money, if any, along with interest payable on such application money, if any.

This Information Memorandum 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 Information Memorandum. It is to be distinctly understood that this Information Memorandum 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 Information Memorandum. The Issue of Debentures being made on private placement basis, filing of this Information Memorandum is not required with SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Information Memorandum. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Information Memorandum has not been approved by Securities & Exchange Board of India (SEBI). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that Information Memorandum / 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 Information Memorandum / Offer Letter. Pursuant to Rule 14(3) a private placement offer cum application letter shall be in the form of an application in Form PAS-4 serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the name of such person pursuant to sub-section (3) of section 42 of Companies Act, 2013. Pursuant to Rule 14(4) the company shall maintain a complete record of private placement offers in Form PAS-5. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been submitted to the “BSE Limited”. (Here-in-after referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the Information Memorandum with BSE or hosting the same on its website should not in any way be deemed or construed that the Information Memorandum has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Issuer’s securities will be listed or continue to be listed on the Stock Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock 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. The issuer has prepared this Information Memorandum and the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the issuance of the Debentures. All the information contained in this Information Memorandum has been provided by the issuer or is publicly available information. Arranger hereby expressly disclaims, to the fullest extent permitted by law, any responsibility for the contents of this Disclosure Document and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Disclosure Document or any information or errors contained therein or any omissions therefrom. By accepting this Disclosure Document, you agree that the Arranger will not have any such liability. You should carefully read and retain this Disclosure Document. However, you are not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and You should consult

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with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. DISCLAIMER IN RESPECT OF JURISDICTION The private placement of Debentures is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorised under constitution/ rules/ byelaws to hold Debentures in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Information Memorandum does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Information Memorandum comes is required to inform him about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of courts and tribunals of Gujarat. All information considered adequate and relevant about the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. DISCLAIMER OF THE ARRANGER TO THE ISSUE It is advised that the Issuer has exercised self-due-diligence to ensure complete compliance of prescribed disclosure norms in this Information Memorandum. The role of the Advisors and Arranger to the Issue (collectively referred to as “Arranger”/ “Arranger to the Issue”) in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. The Arranger have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Information Memorandum. The Arranger shall use this Information Memorandum for the purpose of soliciting subscription from a particular class of eligible investors in the Debentures to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Arranger should not in any way be deemed or construed that the Information Memorandum has been prepared, cleared, approved or vetted by the Arranger; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; 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 Issuer. Arranger is not responsible for compliance of any provision of the Companies Act. The Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damages of whatsoever nature arising out of and in connection with the use of any of the information contained in this Information Memorandum. DISCLAIMER BY DEBENTURE TRUSTEE The debenture trustee is not a guarantor and will not be responsible for any non-payment of interest and redemption and/or any loss or claim.

DISCLAIMER IN RESPECT OF CREDIT RATING

The rating for the Securities under Issue is dual rated which is “CARE AA” with “Stable” Outlook by CARE Rating Ltd. as per rating letter dated 11.09.2020 with revalidation letter dated 22.06.2021 and Provisional “ICRA AA” with “Stable” Outlook by ICRA Ltd. as per rating letter dated 08.09.2020 with revalidation letter dated 18.06.2021. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency 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 agency has the right to suspend, withdraw the rating at any time on the basis of new information, etc.

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This Disclosure Document prepared under SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended from time to time, for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company. This is only an information brochure

intended for private use. **LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE The Issuer shall file the following disclosures along with the listing application to the stock exchange:

A. Copy of last three years audited Financial Statements. B. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized

signatories. C. Debenture Trust Deed would be executed within the time frame prescribed in the relevant

regulations/act/rules etc. and the same would be uploaded on the website of the Designated Stock exchange, where the Debentures have been listed.

D. Statement containing particular of, date of, and parties to all material contracts and list of authorised signatories.

E. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. ** LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE The Issuer shall submit the following to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the Debentures:

A. Copy of last three years’ audited Financial Statements; B. Statement containing particulars of, dates of, and parties to all material contracts and agreements; C. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone

Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any;

D. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (C) above to the Debenture Trustee within the timelines as mentioned in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing Debenture holders within two working days of their specific request.

11

A. ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING: SR. No PARTICULARS : DETAILS

(i) REGISTERED OFFICE OF THE ISSUER

Name : ONGC Petro additions Limited (OPaL)

Address : 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat, India

Tele No : 0265-6192600

Fax No : 0265-6192666

Email : [email protected]

Website : www.opalindia.in

(ii) CORPORATE OFFICE OF THE ISSUER

Name : ONGC Petro additions Limited (OPaL)


Tele No : 0265-6192600

Fax No : 0265-6192666



(iii) COMPLIANCE OFFICER OF THE ISSUER

Name : Shri. Subodh Prasad Pankaj


Tele No : 0265-6192600

Fax No 0265-6192666



(iv) CHIEF FINANCE OFFICER OF THE ISSUER

Name : Shri Rajendra Parakh


Tele No : 0265-6192600

Fax No : 0265-6192666



(v) ARRANGERS TO THE ISSUE

(vi) DEBENTURE TRUSTEE OF THE ISSUE

Name : SBICAP Trustee Company Ltd.

Address : Mistry Bhavan, 04th Floor, 122 Dinshaw Vachha Road, Churchgate, Mumbai –

400 020

Tele No : 022-4302 5555

Fax No : 022-4302 5500


Website : www.sbicaptrustee.com









http://www.sbicaptrustee.com/

12

(vii) REGISTRAR TO THE ISSUE

Name : Beetal Financial & Computer Services (P) Ltd.

Address : 99 Madangir, Behind Local Shopping Centre,

Near Dada Harsukhdas Mandir, New Delhi- 110062

Tele No : 011-2996 1281

Fax No : 011-2996 1284


Website : www.beetalfinancial.com

(viii) CREDIT RATING AGENCIES

A Name : CARE Ratings Ltd.

Address : 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express

Highway, Sion (East), Mumbai - 400 022

Tele No : 022- 6754 3436

Fax No : 022- 6754 3457


Website : www.careratings.com

B Name : ICRA Limited

Address : 1105, Kailash Building, 11th Floor, 26, Kasturba Gandhi Marg,

New Delhi – 110001

Tele No : 011-2335 7940-50

Fax No : 011-4533 3238


Website : www.icra.in

(ix) AUDITOR OF THE ISSUER

Name : Parikh Mehta & Associates

Address : “PMA House”, 2# Gokhle Colony, Opp. Verai Mata Temple, Urmi-Dinesh Mill

Road, Akota, Vadodara- 390 020

Tele No : 0265-2343615

Fax No : 0265-2343615


Website : www.parikhmehta.com

(x) ADVISOR TO THE ISSUE

Name : Trust Investment Advisors Pvt. Ltd.

Address : Registered Office: 109/110, 1st Floor, Balarama, Bandra Kurla Complex,

Bandra (East), Mumbai 400 051 Corporate Office: 1101 Naman Centre, BKC, Bandra East, Mumbai - 400051

Tele No : 022 40845000

Fax No : 022 40845007


Website : www.trustgroup.in


http://www.beetalfinancial.com/


http://www.careratings.com/


http://www.icra.in/


http://www.parikhmehta.com/


http://www.trustgroup.in/

13

B. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF COMPANY AND ITS LINE OF BUSINESS CONTAINING ATLEAST FOLLOWING INFORMATION:-

(i) OVERVIEW:-

ONGC Petro additions Limited (“OPaL” or “the Company”) is a Joint Venture (“JV”) promoted by Oil and Natural

Gas Corporation Limited, a ‘Maharatna’ Public Sector Oil major (“ONGC” or “the Sponsor”) and GAIL (India)

Ltd., a ’Maharatna’ Public Sector Company (“GAIL” or “the Sponsor”) and co-promoted by GSPC. The Company

was incorporated on 15th November 2006 to implement a Greenfield 1.1 MMTPA Petrochemicals Complex in

the Special Economic Zone (SEZ) at Dahej, Gujarat. The principal business of OPaL is to produce, purchase, treat,

market, distribute, import, export and trade petrochemicals, petrochemical products and its by-products.

The Dual Feed Cracker Unit has the capacity to produce 1100 KTPA Ethylene, 400 KTPA Propylene and the

Associated Units consists of Pyrolysis Gasoline Hydrogenation Unit, Butadiene Extraction Unit and Benzene

Extraction Unit. The Polymer plants of OPaL have 2x360 KTPA of LLDPE/HDPE Swing unit, 1x340 KTPA of

Dedicated HDPE unit and 1x340 KTPA of PP unit.

OPaL plays a key role as a down-stream expansion for ONGC (Key Promoter) which will be supplying feed stock

such as ethane (C2), propane (C3), butane (C4) and naphtha for 15 years required for the project from its

Hazira, Uran & Dahej facilities. This will ensure consistent feed stock supply and its safety. This feed stock will

be used to produce down-stream petro-chemical products like HDPE, LLDPE, Polypropylene, Butadiene and

by-products like PyGas, CBFS, Benzene, Propylene, etc.

OPaL: Brief of Company

Name of Company ONGC Petro additions Limited (OPaL)

Promoters/Sponsors Oil and Natural Gas Corporation Limited (ONGC) & GAIL (India) Limited Co-promoter Gujarat State Petroleum Corporation Ltd.

Date of Incorporation November 15, 2006

Certificate for Commencement of Business December 12, 2006

Registered Office 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara- 390007, Gujarat, India

Project Location Dahej SEZ, Gujarat, India

14

Capital Structure:

Shareholding pattern as on 31st March 2021 is as follows:

Shareholder Amount (Crores) Percentage (%)

Oil and Natural Gas Corporation Limited 997.98 49.36%

GAIL (India) Limited 994.95 49.21%

Gujarat State Petroleum Corporation Ltd. 29.00 1.43%

Individual Shareholders* 0.00 0.00%

Total (Issued & Subscribed) 2,021.93 100%

*Six individual Shareholders, holding 1 share each with Face Value of Rs.10/- each

Capital Structure as on 31st March 2021 is as follows:

Particulars Amount (Crores)

Authorised Share Capital:

15,000,000,000 equity shares of Rs.10 each

15,000

Issued & Subscribed Share Capital:

2,021,929,671 equity shares of Rs. 10 each

2,021.93

Money Received Against Share Warrants* 3,364.96

Compulsorily Convertible Debentures** 7,778.00

Total Equity Capital 13,164.89

*Total money received from ONGC against warrants stands at Rs. 3,364.96 Crore. Additionally, Warrant Exercise money of Rs 86.28 Crore is to be received from ONGC.

**The company has modified the conversion date of CCDs-I of Rs.5,615 crore for further period of 18 months i.e. 72 month from first allotment and CCDs-II of Rs.1,671 crore & CCDs-III of Rs.492 crore for further period of 18 months i.e. 54 month from first allotment. The face value of all the three tranches of CCDs is Rs. 10.00 Million each.

(ii) Product Mix of OPaL:

Product Description

Polymers

High Density Polyethylene (HDPE) High Density, (0.95-0.965 g/cm3) Polyethylene, has higher

temperature resistance, stiffness, and superior water vapor

barrier properties when compared to LLDPE. HDPE has a low

degree of branching, hence stronger intermolecular forces and

tensile strength.

There are four major end-uses of HDPE. Molding applications

(injection and blow) account for almost 50% of worldwide

demand, while film and sheet applications represent 25%.

15

HDPE is highly preferred as a sheathing material where it

provides high resistance to water penetration. It is very hard, has

low coefficient of friction, and is abrasion resistant. Hence, it is

used in products and packaging such as milk jugs, detergent

bottles, margarine tubs, garbage containers and water pipes.

Liner Low Density Polyethylene (LLDPE)

LLDPE (Linear Low Density Polyethylene) has a density range of

0.915-0.925 g/cm3. LLDPE replaces its predecessor Low Density

Polyethylene (LDPE) in many applications. LLDPE is a linear

polymer with a number of short branches, made by

copolymerization of ethylene with short-chain alpha-olefins. (for

example, 1-butene, 1-hexene and 1-octene). LLDPE has higher

tensile strength, impact and puncture resistance than LDPE.

Lower thickness (gauge) films can be blown, compared with

LDPE, with better environmental stress cracking resistance but

is not as easy to process.

Globally, over 80% of LLDPE is used in film applications such as

food and non-food packaging, shrink / stretch film, and non-

packaging uses. Major growth areas are high clarity packaging,

high barrier thin films and active packaging that increases shelf

life and enhances flavor. Growth is also occurring from the

transition of items presently packaged in rigid containers to high

quality flexible packages.

Polypropylene (PP) Polypropylene is economical and offers an excellent combination

of physical, chemical, mechanical, thermal, and electrical

properties that are not found in any other thermoplastic. Though

lower in impact strength than polyethylene, PP has superior

working temperature and tensile strength.

PP possesses excellent resistance to organic solvents, degreasing

agents, and electrolytic attack. It is light-weight, stain-resistant,

with low moisture absorption rate. Being a tough, heat-resistant,

and semi-rigid material, it is ideally suited for the transfer of hot

liquids or gases. It has excellent resistance to acids and alkalis

too.

There are three general types of PP: Homopolymer, Random

Copolymer, and Block Copolymer. The co-monomer used is

typically ethylene. Ethylene-propylene rubber or EPDM added to

16

PP homopolymer increases its low temperature impact strength.

Randomly polymerized ethylene monomer added to PP

homopolymer decreases the polymer crystallinity and makes the

polymer more transparent.

Chemicals Benzene Benzene, an organic chemical is a colorless and flammable liquid

with a sweet smell. The main sources of benzene are -- the steam

cracking or catalytic reforming of liquid petroleum feedstock,

and primarily naphtha, where benzene is recovered from the

aromatics stream. Other processes are hydrodealkylation (HDA)

of toluene and toluene disproportionation (TDP).

Benzene is mostly used as an additive to other chemicals. It is

used to make styrene, which in turn is used to make plastics and

polymers. Styrene is used in the manufacture of polystyrene and

other styrenic products such as SBR latex and ABS. Cumene, for

phenol production, and cyclohexane applications are the other

significant end-uses of benzene, representing a third of the global

benzene market demand. Also, Nitrobenzene applications are the

fourth largest end-use of benzene and the fastest growing sector.

Butadiene Butadiene is used in the production of various types of polymer

resins, synthetic rubbers, and chemical intermediates. Butadiene

is found as a byproduct in the steam cracking of naphtha and gas

oil to make ethylene and propylene. It is extracted from the C4

cracker stream using extractive distillation.

Butadiene is a colorless, non-corrosive liquefied gas with a mild

aromatic or gasoline-like odor. Its low flash point makes

butadiene both flammable and explosive.

Butadiene is mainly used in polymers and elastomers such as

ABS, SBR and SB latex, and polybutadiene rubber. Together these

applications represent three quarters of the total butadiene

demand in the world. About three quarters of all Styrene

Butadiene latex is used in paper coating, such as on glossy

magazines and brochures. It is also used in carpet backing, and

construction such as bitumen additive and adhesive for roofing.

Carbon Black Feedstock (CBFS) Carbon Black Feedstock is a mixture of C12 and higher

components rich in naphthalene, methyl-indene, anthracene,

17

fluorine and other poly-aromatic components. It originates from

the high temperature cracking of petroleum fractions.

CBFS is used to produce Carbon Black, which is used in tyres and

road paving, tyre reinforcements, black pigments (e.g. for road

markings), and conductors. The stream also contains piperylene,

which is used to produce copolymerization elastomers,

petroleum resins, curing agents, pesticides, and perfumes.

Carbon Black Feedstock may be used as a source for:

o Naphthalene - used for phthalic anhydride, insecticides,

and concrete plasticizers.

o Biphenyl - used for food preservatives, heat transfer

fluids, and organic syntheses.

o Fluorine or anthracene - used for light emitting diodes,

dyes, and wood preservatives.

Pyrolysis Gasoline (Pygas) Pygas is a naphtha-range product with high aromatics content

used either for gasoline blending or as a feedstock for a BTX

extraction unit. Pyrolysis gasoline is produced in an ethylene

plant that processes naphtha, butane or gasoil.

(iii) Project Overview:

OPaL's petrochemical complex (1.1 million metric tonne per annum capacity) is a large scale project which is

strategically located at Dahej special economic zone (SEZ). The project has assured supply of feedstock

(Naphtha, C2, C3, and C4) and produces premium products. Further, the plant has a dual feed cracker unit that

helps in generating better production rates.

The plant has capacity to produce 1,100 KTPA of Ethylene and 400 KTPA of Propylene which will serve as

petrochemical feedstock for other polymer units located in SEZ of Dahej.

ONGC Ltd. will be supplying feed stock such as ethane (C2), propane (C3), butane (C4) and naphtha for 15

years required for the project from its Hazira, Uran & Dahej facilities, ensuring consistent feedstock supply.

There is an agreement in place between OPaL and ONGC to supply feedstock of C2, C3, C4 and Naphtha.

a) Unit-wise plant setup:

i) DUAL FEED CRACKER UNIT (DFCU) & ASSOCIATED UNITS (AU)

Dual Feed Cracker Unit (DFCU) is based on state of the art technology which is capable of cracking

gaseous and liquid feed to produce 1100 KTPA of Ethylene and 400 KTPA of Propylene.

ASSOCIATED UNITS

Extraction of high value chemicals is integrated with DFCU as associated units including:

A) Pyrolysis Gasoline Hydrogenation Unit (PGHU)

B) Butadiene Extraction Unit BdEU and

18

C) Benzene Extraction Unit BzEU

ii) Downstream Units of Polyolefins are configured as follows:

A) 2 x 360 KTPA LLDPE/HDPE Swing Units

B) 1 x 340 KTPA HDPE Dedicated Slurry Unit

C) 1 x 340 KTPA PP Unit

iii) Captive Power Plant (CPP):

CPP to cater to the Power & Steam requirement of the Plant

iv) PIPELINE PROJECTS

Feed pipeline for C2, C3, C4, from C2+Extraction plant of ONGC Ltd. at Dahej SEZ

v) BUTENE-1 PACKAGE

Butene-1 is to be produced through a single Ethylene Dimerisation route designed & executed in LEPG

mode. Main Feedstock i.e. polymer grade ethylene DFCU and it will be fed to downstream polyethylene

plant (LLDPE/HDPE & Dedicated HDPE)

vi) COOLING WATER

Cooling Tower and Cooling Water System is installed for the Complex. This project is one of the largest

valued projects for Mechanical Draft Cooling Towers including Cooling Water Systems in India.

vii) INERT GAS AND COMPRESSED AIR (IA/PA)

Generator for the Inert gas (2 nos of cryogenic N3 generator chains each of capacity 2000 Nm3/hr.)

and compressed Air System (IA/PA)

viii) EFFLUENT TREATMENT PLANT (ETP)

ETP is for collection of effluent waste from the plant as per GPCB norms to reduce the effects of waste

& toxic materials on the environment.

ix) INTEGRATED UTILITIES & OFFSITES

Integrated Utilities & Offsite works for the complex which consists of major areas of project

management raw water system, demineralized water plant, captive plant, tank farm management

x) DOUBLE WALLED STORAGE TANK (DWST)

Double Walled Storage Tank (DWST) created for Ethylene Storage System.

xi) QUALITY CONTROL LABORATORY

Quality Control Laboratory, popularly known as "The Central Chemical/Polymer Laboratory", consists

of sections like Polymer, Processing, Water testing, Sample preparation catering to the needs of

unprocessed analysis to acquire the competencies needed to support plant objective.

19

b) Product-wise Capacity of the plant:

Product Capacity Description

Polymers

High Density Polyethylene (HDPE)

1x340 KTPA The High Density Polyethylene (HDPE) is produced by dedicated unit having capacity 340 KTPA from Mitsui technology using slurry process. It can produce grades with MFI range of 0.019 to 20.8 g/10 mins (1, 2.16) with density ranging from 937 to 963 kg/m3 to cater to large variety of applications.

Liner Low Density Polyethylene (LLDPE)/ High Density Polyethylene (HDPE)

2x360 KTPA Linear Low Density Polyethylene (LLDPE)/ High Density Polyethylene (HDPE) are produced by 2 trains of 360 KTPA of Gas based swing process from Ineos Technologies Licensing, UK. It can produce grades with MFI range of 0.019 to 20.8 g/ 1O mins (I,2.16) with density ranging from 937 to 963 kg/m3 to cater to a large variety of applications from food and non-food packaging, industrial products from wire and cable to non-pressure Pipes etc.

Polypropylene (PP) 1x340 KTPA The Polypropylene (PP) is produced by single train of 340 KTPA from lneos Technologies Licensing, USA. The flexibility in technology enables us to offer large range of homo polymers with different consistencies and MFl's along with ICP for a wide range of applications.

Chemicals

Benzene 150 KTPA Benzene Extraction Unit (BzEU) is licensed from Lurgi Gmbh capable to produce over 99.90% purity levels of Caprolactam grade. It is used as chemical intermediate for industrial products like styrene, phenol, alkyl benzenes finding uses in rubber, plastics and agro-chemical industries.

Butadiene 115 KTPA Butadiene Extraction Unit (BDEU) is based on BASF Technology, licensed from Lurgi Gmbh capable to produce over 99.5% purity levels. It is used in production of several rubbers and as chemical intermediates like ABS, PBR and SBR, widely used in tyre industry, paper coating, carpet backing, construction etc.

Carbon Black Feedstock (CBFS)

68 KTPA Carbon Black Feed stock (CBFS) is produced from the state of the art cracker from Linde AG, Germany. It is a rich mix of heavy hydrocarbons from C9 to C15, mainly used to produce Carbon Black.

20

Pyrolysis Gasoline (Pygas)

164 KTPA Pyrolysis Gasoline Hydrogenation Unit (PGHU) is licensed from Linde AG, Germany. This stream is Benzene depleted PyGas having Benzene content less than 1.5% and is single hydro treated. It is a naphtha range product with a high aromatic content used for gasoline blending or feedstock for BTX extraction unit

c) Location of the Plant:

Dahej SEZ, where ONGC Petro additions Ltd. plant is located, is on the longest coastline of India in the state

of Gujarat. The state is numero-uno in terms of industrialization and commerce accounting for about 2/3rd

of the petrochemical production in the country. It is thus natural that the region is regarded as the most

preferred destination for investments in manufacturing sector, chiefly chemicals and petrochemicals, by

the government and private sectors alike.

The multi-product Special Economic Zone (SEZ) at Dahej finds an elite berth in the top 50 'free zones' in

the world, part of India's first Petroleum, Chemicals and Petrochemicals Investment Region (PCPIR)

spanning out in 453 sq. kms., which is in its most advanced state of completion. OPaL is the proud Anchor

Tenant of Dahej SEZ taking it to the global center stage.

d) Material Balance:

The largest E&P company of India, ONGC has the rights to extract the rich C2+ components from 5 MMTPA

rich LNG supplied by Ras Gas, Qatar to Petronet LNG Ltd based on which ONGC has set up a first of its kind

C2 + extraction plant in the SEZ region of Dahej, Gujarat. This strategic access to rich LNG, endows natural

securitization of feedstock to OPaL.

Apart from the gaseous feed, ONGC stands tall in committing supply of naphtha from its units of excellence

in Uran and Hazira through dedicated pipelines to the mega petrochemical complex. The dual feed cracker

has the capability to crack varying proportions of feed offering operational and commercial flexibility to

add value to the building blocks and create molecules that serve billion aspirations and simplify human

lives.

Earlier, required C2 quantity was supplied from C2+ extraction plant of ONGC at SEZ, Dahej according to

utilisation of capacity at OPaL plant. However, with ramp up of capacity, OPaL is now procuring balance C2

from other parties as interim arrangement beyond tied up quantity 509 KTPA (as & when required) which

is available in the market. OPaL is in discussion with various suppliers for long/medium term tie-up for

supply of balance feedstock. Material Balance with increased C2 supply is as follows:

Description Material Balance with Increased C2

(in TPA) % Terms

Feedstock Ethane (C2) 779000 36% Propane (C3) 223000 10% Butane (C4) 127000 6% ARN (Naphtha) 600000 28% LAN (Naphtha) 408000 19% Total 2137000 100%

21

Description Material Balance with Increased C2

(in TPA) % Terms

Products

LLDPE 315140 15% HDPE 777800 36%

Polypropylene 343400 16%

Propylene 18440 1% Butadiene 94640 4% Benzene 90448 4% PyGas 111650 5% CBFS 41850 2%

C9 cuts 19690

1% Others, Gas & Loss 323942 15% Total 2137000 100%

The above calculation is based on design capacity computed on 8,000 hours annually of plant operation.

e) Status Approvals & Clearances:

The Company has obtained various approvals required from various statutory and governmental agencies.

The brief of Approvals & Clearances are given in table below.

Sr

No.

Approval Date

1 Land Acquisition OPaL has been allocated 503 hectares of land by Dahej SEZ

Ltd (DSL) and entire payment of Rs.277 Crore has been made

by OPaL.

Land Lease agreement was signed between OPaL & DSL on

27th December 2011. The lease is valid till July 2038.

2 Industrial Entrepreneurs

Memorandum submitted with MoCI 6th December 2005

3 Letter of Approval (LOA) for

operations in SEZ Extended till 30th August 2021

4 Certificate of Incorporation 15th November 2006

5 Certificate for commencement of

Business 12th December 2006

6 Government of India Gazette

Notification for setup of Dahej SEZ 20th December 2006

7 Pollution Control Board Clearance -

Gujarat Pollution Control Board NOC Valid up to 7th July 2025 (Provisional)

8 Environment Clearance - (from the

MoEF)

1st March 2013. Valid for 5 years i.e. till Feb 2018. No further

extension is required; since plant is operational.

Further, Gujarat Pollution Control Board has extended

22

clearance under Water (Prevention and Control of Pollution)

Act-1974 and Air (Prevention and Control of Pollution) Act-

1981 which is valid up to 7th July 2025 (Provisional)

9 Factory License for OPaL complex. It is renewed by OPaL time to time.

f) Process Flow for the Plant:

Ethane, Propane, Butane, ARN and LAN are used as feedstock for preparation of polymer products HDPE,

LLDPE and Polypropylene (PP) through a series of Cracking and polymerization operations, as illustrated

in the figure below:

The Dual Feed Cracker uses C2/C3/C4 sourced from ONGC’s extraction plant and LAN & ARN from Uran

and Hazira as feedstock. Ethylene, Propylene, mixed C4 stream, Raw Pyrolysis Gasoline (RPG), Carbon

Black Feed Stock (CBFS), Hydrogen Gas and Fuel Gas are produced as a result of Cracking. Ethylene &

Propylene are polymerized in separate downstream polymer units to produce LLDPE, HDPE and

Polypropylene (PP). Butene-1 produced is used as a co-monomer in the production of LLDPE/HDPE.

Butadiene is recovered from the raw C4 mixed stream for merchant sale. The RPG stream is hydrogenated

in PyGas Hydrogenation Unit (PGHU) to produce C6-C8 stream and Pyrolysis Gasoline. Heavy PyGas (HPG)

is the product available for sale. The C6-C8 stream is sent to Benzene Extraction Unit (BzEU) for the

recovery of Benzene, to be sold as a final product. Fully hydrogenated C5 cut is recycled back to the Cracker,

and so is the C6 Raffinate produced from Benzene Extraction Unit. Hydrogen gas generated is used

internally in the PE unit, PP unit and PGHU unit. Fuel gas generated is used for internal consumption.

Carbon Black Feed Stock (CBFS) produced from Cracker is available for sale.

23

g) Environmental Awareness & Conservation

With increased environmental awareness towards pollution control and ecology, due importance is given

to the environment while planning any industrial set-up these days. Industrial units are major sources of

air, water, land and noise pollution. The Government of India has made several legislations/rules for the

protection and improvement of environment in India. OPaL had engaged the services of NEERI for

conducting Environment Impact assessment Study in March 2006. Environmental Clearance for the project

was received from the Ministry of Environment & Forests (MOEF) on 21st November 2007 which was valid

for 5 years. The Company has again received Environmental clearance from MOEF as on 1st March 2013

which is valid for 5 year i.e. till February, 2018. Since, Plant is operational, further extension of

environmental clearance is not required. Moreover, Gujarat Pollution Control Board has extended

clearance under Water (Prevention and Control of Pollution) Act-1974 and Air (Prevention and Control of

Pollution) Act-1981 which is valid up to 7th July 2025 (Provisional).

(iv) CORPORATE STRUCTURE:

24

(v) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS:-

Rs. Crores

Indicators

FY 2020-21 FY 2019-20 FY 2018-

19 FY 2017-

18

(Audited) (Audited) (Audited) (Audited)

Net worth* 5068.10 4,771.78 6,677.00 7,476.34

Total Term Debts 23,953.27 24,829.27 22,068.36 21,375.72

Of which – Non Current Maturities of Long Term Borrowings

16,114.73 19,071.28 17924.09 12279.53

- Short Term Borrowings 3,811.12 4,389.63 2,688.78 7,722.27

- Current Maturities of Long Term Borrowings

4,027.42 1,368.36 1,455.49 1,373.92

Net Fixed assets (includes PPE and CWIP only)

24,585.81 25,646.21 26,297.62 26,337.30

Non Current Assets 28,524.27 29,009.65 28,401.73 28328.80

Cash & cash equivalents 14.95 16.83 15.45 11.38

Current Investments - - - -

Current assets 2,193.97 2,366.06 2,091.45 2,145.45

Current Liabilities 9405.02 7,452.09 5,892.29 10,717.68

Net sales (net revenue including other income)

11,533.70 10,207.08 9,785.40 5,607.29

EBITDA 2882.82 873.69 867.32 359.53

EBIT 1587.71 (371.69) (331.39) (791.40)

Interest 1655.17 2,057.54 1,840.98 1,678.70

PAT (797.78) (2,089.68) (1,420.30) (1,925.34)

Dividend amounts - - - -

Current ratio 0.23 0.32 0.35 0.20

Interest coverage ratio 1.74 0.42 0.47 0.21

Gross Debt/ Equity Ratio as per mentioned in Financials

4.74 5.22 3.30 2.86

*Networth including CCDs

25

OPaL has raised Compulsorily Convertible Debentures worth 7778.00 Crores since July 2016. There has

been under utilization of capacity as plant was under commissioning phase till January 2017. OPaL has

witnessed average capacity utilization of around 50% in FY 2018, 67% in FY 2019, 86% in FY2020 and is

increased to ~90% in FY 2021 and 100% thereafter.

With increase in plant capacity utilization, it is expected to have better visibility in terms of revenue

generation and hence the profitability. Net revenue as on 31st March 2021 is Rs. 11,533.69 crores as against

Rs. 10,207.08 crores as on 31st March 2020 and EBITDA as on 31st March 2021 is Rs. 2,882.82 crores as

against Rs. 873.69 crores as on 31st March 2020.

Construction of Hazira Dahej Naphtha pipeline for supplying Naphtha is completed and inaugurated by

Chairman, ONGC in December 2019. This has resulted in consistent supply of Naphtha to OPaL, Dahej plant

and also resulted in significant cost saving.

Gross Debt: Equity Ratio of the Company:

Particular D/E Ratio

Before the issue of debt securities 4.74

After the issue of debt securities

Tentatively, OPAL intends to utilize issue proceeds towards retirement of existing debt. (vi) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS:-

Not Applicable

(vii) SUBSIDIARIES/ ASSOCIATE OF THE COMPANY (If any): NIL

26

C. BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF IT’S FOLLOWING ACTIVITIES:-

(i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END :-

Share Capital Rs. In Crores

Authorized Share Capital of Rs10 /- 15,000

Issued, Subscribed and Paid-up Share Capital of Rs10 /- 2021.93

(ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS:-

Date of Change (AGM/EGM) Increase/ Decrease Particulars 16th March, 2016 Authorised Capital increased by

Rs. 7,000 Crores Authorized share capital was increased from Rs. 8,000 Crores to Rs. 15,000 Crores

(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END, FOR THE LAST FIVE

YEARS:- There has been no change Equity Share Capital in last five years

(iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR:- Not Applicable

(v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR:- Not Applicable

D. DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END (i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END

Sl. No.

Particulars Total No. of Equity Shares

No. of Shares in demat form

Total Shareholding as % of total no. of equity

shares

1

Body Corporates 202,19,29,665 202,19,29,665 100 0.00000. 2 Individuals 6 - 0

Total 202,19,29,671 202,19,29,665 100.00

Notes: - Shares pledged or encumbered by the promoters (if any)-NIL (ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END

Sl. No.

Name of the shareholders Total No. of

Equity Shares

No. of Shares in demat

form

Total Shareholding as % of total no. of equity

shares

1 ONGC 99,79,80,632 99,79,80,632 49.36%

2 GAIL 99,49,45,000 99,49,45,000 49.21%

3 GSPC 2,90,04,033 2,90,04,033 1.43%

4 Individual Shareholders 6 - 0.00%

TOTAL 202,19,29,671 202,19,29,665 100.00%

27

E. FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:- (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY *

SL No.

Name, Designation and DIN

Age Address Date of

Appointment Details of other directorship

1

Shri Subhash Kumar Chairman

(DIN: 07905656) 59

F-104 Pawittra Appts Vasundhara Enclave East Delhi – 110096

06-02-2018

Oil and Natural Gas Corporation Ltd ONGC Videsh Limited Mangalore Refinery and

Petrochemicals Limited ONGC Mangalore Petrochemicals

Limited Petronet MHB Limited Mangalore SEZ Limited ONGC Tripura Power Company

Limited Petronet LNG Limited

2

Shri Avinash Kumar Verma Managing Director (DIN: 06990114)

60

B2/406, Satyam Apartment, Vasundhara Enclave, Delhi-110096

15-04-2019 Dahej SEZ Limited

3 Shri Om Prakash Singh Director DIN: (08704968)

56

E-8/14, 3rd and 4th Floor Duplex, Vasant Vihar-1, South-West

Delhi 110057

29-05-2021

Oil and Natural Gas Corporation Ltd ONGC Tripura Power Company

Limited ONGC Mangalore Petrochemicals

Limited North East Transmission Company

Limited

4 Shri Anurag Sharma Director DIN: (08050719)

58

C-103, Ramprastha Colony, Chandra

Nagar, Ghaziabad, Uttar Pradesh -

201011

29-05-2021

Oil and Natural Gas Corporation Ltd ONGC Mangalore Petrochemicals

Limited Dahej SEZ Limited

5 Shri Rajiv Independent Director (DIN: 08256137)

67 A-6, Westend Colony, New Delhi

18-04-2019 Nippon Life India Trustee Limited

6

Shri Aloke Kumar Banerjee Independent Director (DIN: 05287459)

66 C-5/13, Manjulika-A, Anandapur, Kasba, Kolkata-700107

07-05-2019 NIL

7

Shri Ramaswamy Jagannathan Independent Director DIN: (06627920)

62 64A Jeevan Vaibhav Appartment, Tambavan E, Chennai

12-05-2021 Designated Partner at Fource Energy Consultants LLP

8 Ms. Rekha Misra Director (DIN: 08725208)

59

House No. 841, Lavy Pinto Block Next to Sahpurjat Asiad Games Village Complex, Andrewsganj, South Delhi, New Delhi

16-03-2020 ONGC Videsh Rovuma Limited

28

SL No.

Name, Designation and DIN

Age Address Date of

Appointment Details of other directorship

9 Shri Manoj R Meshram Director (DIN: 08195079)

60

E-78, Bhaktavar Singh Block, Asian Games Village, New Delhi-110 049

07-08-2018 Talcher Fertilizer Limited

10

Shri. Ashu Shinghal Director

(DIN: 08268176) 52

Flat No. B-712, Shourya Appts, Plot No. B-9/7b, Sector 62, Noida-201309

01-07-2020 NIL

*None of the above director’s name appears in the RBI Defaulter list and or ECGC default list. (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS:-

SL No. Name, Designation and DIN Date of appointment/

Resignation/ (From – To)

Director of the Company since (in case of resignation)

1. Shri. M. M. Chitale Director DIN: 00101004

20.03.2008-01.04.2019 20.03.2008

2. Shri. S. Balachandran Director: DIN: 01962996

29.11.2010-31.03.2021 29.11.2010

3. Shri. Mathilakath Ravindran Director DIN: 02309551

07.06.2013-18.01.2017 07.06.2013

4. Shri. M. B. Lal Director DIN: 00129965

23.08.2013 - 22.01.2019 23.08.2013

5. Shri. Tapas Kumar Sengupta Director DIN: 06802877

03.02.2014-01.01.2018 03.02.2014

6. Shri. Dinesh Kumar Sarraf Chairman DIN: 00147870

01.03.2014-01.10.2017 01.03.2014

7. Ms. Suman Singh Gaur Director DIN: 07284641

09.09.2015-31.01.2017 09.09.2015

8. Shri. Adapa Krishnarao Srinivasan Director DIN: 07168305

01.12.2015-01.11.2017 01.12.2015

9. Shri. Prafulla Kumar Gupta Director DIN: 01237706

22.09.2015-30.06.2020 22.09.2015

10. Shri. Sanjib Datta Director DIN: 07008785

18.01.2017- 19.06.2018 18.01.2017

11. Shri. Avinash Joshi Managing Director DIN: 06723083

01.02.2017 - 23.02.2019 01.02.2017

12. Shri. Shashi Shanker Chairman DIN: 06447938

11.10.2017-31.03.2021 11.10.2017

29

SL No. Name, Designation and DIN Date of appointment/

Resignation/ (From – To)

Director of the Company since (in case of resignation)

13. Shri. Subhash Kumar Additional Director DIN: 07905656

06.02.2018 -

14. Ms. Gita Singh Additional Director DIN: 08060707

06.02.2018 - 01.02.2019 06.02.2018

15. Shri. Rajesh Kakkar Additional Director DIN: 08029135

24.03.2018-30.04.2021 24.03.2018

16. Shri. Manoj R Meshram Director DIN: 08195079

07.08.2018 -

17. Shri. Avinash Kumar Verma Managing Director DIN: 06990114

15.04.2019 -

18. Shri. Rajiv Director DIN: 08256137

18.04.2019 -

19. Ms. Pomila Jaspal Director DIN: 08436633

29.04.2019-11.03.2020 29.04.2019

20. Shri. Aloke Kumar Banerjee Director DIN: 05287459

07.05.2019 -

21. Ms. Rekha Misra

Director DIN: 08725208

16.03.2020 -

22. Shri. Ashu Shinghal

Director

DIN: 08268176

01.07.2020 -

23. Shri Om Prakash Singh Director

DIN: (08704968)

29.05.2021 -

24. Shri Anurag Sharma Director

DIN: (08050719)

29.05.2021 -

25. Shri Ramaswamy Jagannathan Independent Director

DIN: (06627920)

12.05.2021 -

F. FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:- (i) DETAILS OF THE STATUTORY AUDITOR OF THE COMPANY:-

Name Address Auditors Since

Parikh Mehta & Associates “PMA House”, 2# Gokhle Colony, Opp. Verai Mata Temple, Urmi-Dinesh Mill Road, Akota, Vadodara- 390 020

Since July 2017

30

(ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS:-

Name Address

Date of Appointment

/ Resignation

Auditor of the Issuer since ( in

case of resignation)

Remarks

Parikh Mehta & Associates

“PMA House”, 2# Gokhle Colony, Opp. Verai Mata Temple, Urmi-Dinesh Mill

Road, Akota, Vadodara- 390 020

Vide letter dt. 20.07.2017 of

CAG N. A.

FY 2017-18 to

FY 2020-21 G. DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END

(i) DETAILS OF SECURED LOAN FACILITIES AS ON 31st MAY 2021

Rs. in Crore

Lender's Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding

Repayment Date

/Schedule Security

Facility-I Participating Banks are:

Allahabad Bank Andhra Bank Bank of Baroda Bank of India Bank of Maharashtra Canara Bank Central Bank of India Corporation Bank EXIM Bank of India Federal Bank HUDCO IDBI Bank Indian Bank Indian Overseas Bank Jammu & Kashmir Bank Karnataka Bank Karur Vysya Bank Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank South Indian Bank State Bank of India Syndicate Bank UCO Bank

Secured

TL

11,517.00 7123.38 Repayable in

41 equal

installments

starting from

March-17 to

Sept-27.

a) First ranking pari-

passu

mortgage/charge on

immovable and

movable properties

and assets, both

present and future

except current assets;

b) First ranking pari-

passu

mortgage/assignment

on intangible assets

relating to project

both present and

future; and

c) Second ranking

pari-passu charge on

any current asset with

working capital

lenders on reciprocal

basis.

31

Lender's Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding

Repayment Date

/Schedule Security

Union Bank of India United Bank of India Vijaya Bank Facility-II Participating Banks are:

Allahabad Bank Andhra Bank Bank of Baroda Bank of India Bank of Maharashtra Canara Bank Central Bank of India Corporation Bank EXIM Bank of India Federal Bank Indian Bank Indian Overseas Bank Jammu & Kashmir Bank Karur Vysya Bank Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank South Indian Bank State Bank of India Syndicate Bank UCO Bank Union Bank of India United Bank of India Vijaya Bank

Secured

TL

2,944.00 2139.82 Repayable in

43 structured

installments

starting from

Sept-18 to

Sept-29.

a) First ranking pari-

passu

mortgage/charge on

immovable and

movable properties

and assets, both

present and future

except current assets;

b) First ranking pari-

passu

mortgage/assignment

on intangible assets

relating to project

both present and

future; and

c) Second ranking

pari-passu charge on

any current asset with

working capital

lenders on reciprocal

basis.

(ii) DETAILS OF UNSECURED LOAN FACILITIES AS ON 31st MAY 2021

Rs. in Crore

Lender's

Name

Type of

Facility

Amount

Sanctioned

Principal Amount

Outstanding

Repayment Date

Schedule

Bank of Maharashtra Unsecured Short

Term Loan 500.00 500.00 Q2 FY 2021-22

32

Canara Bank

Unsecured Short

Term Loan 805.00 805.00

Rs. 305 Cr – Q1 FY

2021-22 & Rs. 500 Cr -

Q3 FY 2021-22

Punjab National Bank Unsecured Short

Term Loan 1168.31

1168.31

Q2 FY 2021-22

IDFC First Bank Unsecured Short

Term Loan 300.00 300.00 Q3 FY 2021-22

(iii) DETAILS OF UNSECURED RUPEE LOAN FACILITIES AS ON 31st MAY 2021

Rs. in Crore

Lender's

Name

Type of

Facilities

Amount

Sanctioned

Principal Amount

outstanding

Repayment Date

Schedule

ICICI Bank Ltd. Rupee Term Loan-1 4,500 4,500 Repayable in 36 equal installments

starting from Dec-21 to Sept-30.

ICICI Bank Ltd. Rupee Term Loan-2 2,000 2,000 Repayable in 2 equal installments

due in Aug-21 to Nov-21.

Punjab National Bank

Medium Term Loan 300 300 Repayable in 8 equal installments

starting from June -24 to March -26

(iv) DETAILS OF WORKING CAPITAL LOAN FACILITIES AS ON 31st MAY 2021:

Rs. in Crore

Lender's

Name

Type of

Facility

Amount

Sanctioned

Principal Amount

Outstanding

Allahabad Bank Cash Credit 500.00 0.002

Andhra Bank CC 200.00

9.00

Andhra Bank WCDL 120.00

Indian Bank Cash Credit/WCDL 200.00 0.01

Canara Bank Cash Credit

135.00 1.00

WCDL 81.00

Bank of Baroda Cash Credit

500.00 292.12

WCDL 17.88

(v) Details of External Commercial Borrowings (ECB) as on 31st MAY 2021:

Lender Name Sanction Limit

Principal

Amount Outstanding

(USD Million)

Rate of Interest

Repayment

33

Bank of Baroda Union Bank of India Bank of India

USD 250 Million

66.50

6 month USD

LIBOR + 250bps

4 half yearly instalments of USD 9.50 million each commencing from March 2016




Last instalment of USD 19.00 million in March 2023

(vi) DETAILS OF NCDs as on 31st MAY 2021

Debenture Series

Tenor/period of Maturity

Coupon

Amount (Rs.

Crores)

Date of Allotment

Redemption on Date/ Schedule

Credit Rating Secured/

Unsecured Security

Series I 3 Years 3 Months

8.60% p.a. 335.00 11th December

2018

11th March 2022

CARE AAA (CE); Stable & ICRA

AAA (CE); Stable

Unsecured NA

Series II 3 Years 1 Month

8.85% p.a. 485.00 19th March 2019

19th April 2022


AAA (CE); Stable

Unsecured NA

Series III 3 Years 3 Months

8.45% p.a. 435.00 26th September

2019

26th December

2022


AAA (CE); Stable

Unsecured NA

Series IV-Option A

3 Years 3 Months

8.45% p.a. 371.10 10th December

2019

10th March 2023


AAA (CE); Stable

Unsecured NA

Series IV-Option B

5 Years 3 Months

8.83% p.a. 465.50 10th December

2019

10th March 2025


AAA (CE); Stable

Unsecured NA

Series V-Option A

3 Years 7.98% p.a. 433.40 11th February

2020

10th February

2023


AAA (CE); Stable

Unsecured NA

Series V-Option B

5 Years 2 Months

8.00% p.a. 475.00 11th February

2020

11th April 2025


AAA (CE); Stable

Unsecured NA

Series VI 3 Years 1 Month

7.98% p.a. 260.00 25th September

2020

25th October

2023

CARE AA; Stable & ICRA AA;

Stable

Unsecured NA

(vii) DETAILS OF CCDs as on 31st MAY 2021:-

Debenture Series

Tenor/ period

of Maturity

Coupon

Amount (Rs.

Crores)

Date of Allotment

Redemption on Date/ Schedule

Credit Rating Secured/

Unsecured

CCD I (July 2016)

72 months from first pay

in date

6.73% p.a. semi-annually

5,615 2nd July 2016 01st July 2022 CARE AAA (CE)/ Stable by CARE Ratings Ltd. &

Unsecured

34

[ICRA] AAA (CE); Stable ICRA Ltd.

CCD II (May 2017)

54 months from pay in

date

8.60% p.a. semi-annually

1,671 18th May 2017 18th Nov 2021 IND AAA (CE)/ Stable by India

Ratings & Research Ltd. & [ICRA] AAA

(CE)/ Stable by ICRA Ltd.

Unsecured

CCD III (March 2018)

54 months from pay in

date

6.43% p.a. semi annually

492 28th March 2018

28th September 2022

IND AAA (CE)/ Stable by India

Ratings & Research Ltd. & CARE AAA (CE)/ Stable by

CARE Ratings Ltd.

Unsecured

(viii) LIST OF TOP 10 NON-CONVERTIBLE DEBENTURE HOLDERS as on 31st MAY 2021:

Sl. No. Name of Debenture Holders Amount in Rupees 1 HDFC Trustee Company Ltd A/C HDFC Corporate Bond Fund 4,23,40,00,000.00 2 The Federal Bank Limited 3,35,00,00,000.00 3 HDFC Trustee Co Ltd A/C HDFC Banking And Psu Debt Fund 2,35,00,00,000.00 4 Nippon Life India Trustee Ltd-A/C Nippon India Short Term Fund 1,50,00,00,000.00 5 Kotak Mahindra Trustee Co. Ltd. A/C Kotak Floating Rate Fund 1,48,00,00,000.00 6 HDFC ERGO General Insurance Company Limited 1,05,00,00,000.00 7 HDFC Trustee Company Ltd A/C HDFC Short Term Debt Fund 1,00,00,00,000.00 8 SBI DFHI Limited 1,00,00,00,000.00 9 The J and K Bank Ltd. 1,00,00,00,000.00

10 Bank of Maharashtra 70,00,00,000.00 (ix) LIST OF TOP 10 COMPULSORILY CONVERTIBLE DEBENTURE HOLDERS as on 31st MAY 2021:

Sl. No.

Name of Debenture Holders Amount in Rupees

1 HDFC Bank Ltd 61,07,00,00,000.00 2 ICICI Bank Ltd 16,71,00,00,000.00

(x) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE

COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF

WHOM IT HAS BEEN ISSUED.

OPaL has not issued any corporate guarantee in favor of any counterparty including its joint venture

entities, group companies etc

(xi) DETAILS OF COMMERCIAL PAPER:- THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING

AS ON 31st MAY 2021 TO BE PROVIDED AND ITS BREAKUP IN FOLLOWING TABLE:

Maturity Date Amount Outstanding 23-08-2021 400,00,00,000

(xii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY

CONVERTIBLE DEBENTURES / PREFERENCE SHARES) AS ON 31st MAY 2021:-

35

Details of CCD are provided above in point (vii) Party Name (in case of Facility) / Instrument Name

Type of Facility / Instrument

Amt Sanctioned/ Issued

Principal Amt Outstanding

Repayment Date/ Schedule

Credit Rating

Secured / Unsecured

Security

(xiii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY

KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING

CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS . – NIL

(xiv) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN /

ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A

PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION; - NIL

H. DETAILS OF PROMOTERS OF THE COMPANY:-

DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END:-

Sl. No. Name of the Shareholder

s

Total No. of Equity Shares

No. of shares in

demat form

Total shareholding as % of total no. of equity

shares

No. of Shares

Pledged

% of Shares pledged with

respect to shares owned

1. ONGC 99,79,80,632 99,79,80,63

2 49.36% NIL NIL

2. GAIL 99,49,45,000 99,49,45,00

0 49.21% NIL NIL

I. ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION ( LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY. *

* BALANCE SHEET FOR THE LAST THREE YEARS : As per Annexure (viii) *PROFIT AND LOSS ACCOUNT FOR THE LAST 3 YEARS : As per Annexure (viii) *STATEMENT OF CASH FLOW FOR THE LAST 3 YEARS : As per Annexure (viii)

J. ABRIDGED VERSION OF LATEST AUDITED/ LIMITED REVIEW HALF YEARLY CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, AND BALANCE SHEET) AND AUDITORS QUALIFICATIONS, IF ANY.

*Financials as on 31st March, 2021 as per Annexure VIII

*AUDITOR QUALIFICATIONS

Financial Year Auditors’ Qualifications

2020-2021 NIL

36

2019-20 NIL

2018-19 NIL

K. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE

FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES.- NOT APPLICABLE

L. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS

1) The main constituents of the Issuer’s borrowings are generally in the form of loans from banks, bonds etc.

2) The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance of continuous delay or default in past 5 years.

M. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE

EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES.- 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, OPaL has appointed SBICAP Trustee Company Limited to act as Debenture Trustee for and on behalf of the holder(s) of the Debentures. The address and contact details of the Trustees are as under:

Debenture Trustee

Name : SBICAP Trustee Company Ltd. Address : Mistry Bhavan, 04th Floor, 122 Dinshaw Vachha Road, Churchgate, Mumbai – 400 020 Tel No : 022-4302 5555 Fax No : 022-4302 5500 Email id : [email protected]

A copy of letter from SBICAP Trustee Company Limited conveying their consent to act as Debenture Trustee for the current issue of Debentures is enclosed as Annexure (iii) in this Private Placement Offer Letter.

N. DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF

OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED.

RATING SCALE AND RATING AGENCY.

Other than the credit ratings mentioned hereinabove, Issuer has not sought any other credit rating from any other credit rating agency (ies) for the Debentures offered for subscription under the terms of this INFORMATION MEMORANDUM 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.

37

Copies of Rating Letter(s) and Rating rationale(s) are enclosed in Annexure (i) and Annexure (ii) respectively in this INFORMATION MEMORANDUM.

O. IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT

/ LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE (PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITH TIMELINES); THE SAME SHALL BE DISCLOSED IN THE OFFER DOCUMENT- NA

P. COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL BE DISCLOSED.

Copy of letter dated 14th August, 2020 conveying their consent to act as Trustee for the current issue of Debentures is enclosed in Annexure (iii) in this INFORMATION MEMORANDUM.

Q. NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED

TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE.

The Unsecured, Redeemable, Listed, Taxable, Rated, Non-Cumulative, Non-Convertible Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE. The company has obtained the in-principle approval of BSE for listing of the Debentures. OPaL shall make an application to the BSE to list the Debentures to be issued and allotted under this Private Placement Offer Letter and complete all the formalities relating to listing of the Debentures within stipulated time (as per applicable law) from the date of closure of the Issue. In connection with listing of Debentures with BSE, OPaL hereby undertakes that:

It shall comply with conditions of listing of Debentures as may be specified in the Listing Agreement with BSE.

Ratings obtained by OPaL shall be periodically reviewed by the Credit Rating Agencies and any revision in the rating shall be promptly disclosed by OPaL to BSE.

Any change in rating shall be promptly disseminated to the holder(s) of Debentures in such manner as BSE may determine from time to time.

OPaL, Debenture Trustee and BSE shall disseminate all information and reports on Debentures including compliance reports filed by OPaL 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 Debentures and the general public by issuing a press release in any of the following events: i. Default by OPaL 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, OPaL, BSE.

R. OTHER DETAILS:

(i) Debenture Redemption Reserve

In accordance with the extant applicable laws, the Company is presently not required to create DRR for the

purpose of redemption of the Debentures. Accordingly, no debenture redemption reserve shall be created

by the Company. However, during the currency of the Debentures, if the requirements relating to DRR are

amended in a manner which require the Company to create DRR, then the Company shall comply with the

said requirements as per the extant applicable laws.

38

(ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (COMPANIES ACT, RBI GUIDELINES,

ETC).

The Debentures being offered pursuant to this Information Memorandum are subject to the provisions of

Companies Act, the SEBI Debt Regulations, the Memorandum and Articles of Association of the Issuer, the

terms of this Information Memorandum, Application Form, and other terms and conditions as may be

incorporated in the Debenture Trust Deed.

(iii) APPLICATION PROCESS.

WHO CAN APPLY Only the persons who are specifically addressed through a communication by or on behalf of the Company

directly are eligible to apply for the Debentures. An application made by any other person will be deemed as

an invalid application and rejected. In order to subscribe to the Debentures a person must be either a:

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. Insurance Companies registered with the Insurance Regulatory and Development Authority;

6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorised to invest

in the Issue*

7. 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;

8. Companies and Bodies Corporate authorized to invest in bonds/debentures;

9. Insurance funds set up and managed by Army, Navy or Air Force of the Union of India

10. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/debentures;

11. Societies authorized to invest in bonds/debentures;

12. Trusts authorized to invest in bonds/debentures;

13. Foreign Portfolio Investors (not being an individual or family offices);

14. Statutory Corporations/ Undertakings established by Central/ State legislature authorized to

invest in bonds/ debentures.

15. Alternative Investment Funds

16. Infrastructure Investment Trusts

17. Domestic Venture Capital Funds

*For Clarification purpose, provident funds with minimum corpus of Rs. 25 Crores and Pension Funds

with minimum corpus of Rs. 25 Crores shall be considered under QIB

39

Application by Scheduled Commercial Banks

The application must be accompanied by certified true copies of (i) Board Resolution authorising investments

or letter of authorization or Power of Attorney; and (ii) Specimen signatures of authorised signatories.

Application by Co-operative Banks

The application must be accompanied by certified true copies of (i) resolution authorising investment along

with operating instructions/power of attorney; and (ii) Specimen signatures of authorised signatories

Application by Regional Rural Banks

The applications must be accompanied by certified true copies of (i) Government notification/Certificate of

Incorporation/Memorandum and Articles of Association /other documents governing the constitution; (ii)

Resolution authorizing investment and containing operating instructions; (iii) Specimen signatures of

authorized signatories;

Applications by Provident Funds, Superannuation Funds and Gratuity Funds

The application must be accompanied by certified true copies of (i) Trust deed/bye-laws/ regulations; (ii)

Resolution authorizing investment; and (iii) Specimen signatures of authorised signatories.

Application by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI

and such applications shall not be treated as multiple applications. The applications made by the Asset

Management Companies ("AMCs") or custodians of a Mutual Fund shall clearly indicate the name of the

concerned scheme for which application is being made. The applications must be accompanied by certified true

copies of (i) SEBI Registration Certificate and Trust Deed; (ii) Resolution authorizing investment and containing

operating instructions; and (iii) Specimen signatures of authorized signatories.

Applications by Body Corporates/Companies/Public Financial Institutions/NBFCs/Statutory

Corporations

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of

Association/constitutional documents / bye-laws; (ii) Resolution authorizing investment and containing

operating instructions; (iii) Specimen signatures of authorised signatories;

Application by Registered Societies

The application should be accompanied by certified true copies of (i) Memorandum of Association / Deed / any

other instrument regulating or governing the constitution of the society, and rules and regulations / byelaws

of the Society; (ii) Resolution authorising investment along with operating instructions / power of attorney;

40

(iii) Proof of registration with relevant statutory authority; and (iv) Specimen signatures of authorised

signatories.

Application by Private Trust

The application should be accompanied by certified true copies of the trust deed and specimen signatures of

authorized signatories.

Application by Insurance Companies

The applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii)

Power of Attorney; (iii) resolution authorizing investment and containing operating instructions; and (iv)

specimen signatures of authorized signatories.

Application by FPI

The applications must be accompanied by Constitutional documents and KYC documents.

Application by a Portfolio Manager registered with SEBI

The application should be accompanied by certified true copy of (i) resolution of the Board of Directors,

authorizing, and with all particulars relating to the investment in these Debentures, and the acceptance of the

terms of these Debentures along with authorized signatory list; and (ii) certified copy of registration certificate

issued by the SEBI to undertake Portfolio Management activities.

Applications under Power of Attorney/ Relevant Authority

In case of an application made under a Power of Attorney or resolution or authority, a certified true copy

thereof along with Memorandum and Articles of Association and/or Bye-laws must be attached to the

Application Form at the time of making the application, failing which, the Company reserves the full, unqualified

and absolute right to accept or reject any application in whole or in part and in either case without assigning

any reason thereto. Names and specimen signatures of all the authorised signatories must also be lodged along

with the submission of the completed application. Further modifications/ additions in the Power of Attorney

or authority should be notified to the Company at its registered office.

DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION MEMORANDUM HAS BEEN

SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN

ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE LIST OF

DOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL

THOSE DOCUMENTS/ AUTHORIZATIONS/ INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE

COMPANY.THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL

DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT.

INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE

41

AND THE COMPANY DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS,

REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY

WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR

INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR

INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER

IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. NON RESIDENT INDIANS AND OVERSEAS

CORPORATE BODIES CANNOT APPLY FOR OR HOLD THESE DEBENTURES.

SUBMISSION OF DOCUMENTS

Investors need to submit the certified true copies of the following documents, along-with the Application Form,

as applicable:

Memorandum and Articles of Association/ Constitution/ Bye-laws/ Trust Deed;

Government notification/ certificate of incorporation (in case of Primary Co-operative Bank and

RRBs);

SEBI registration certificate, if applicable;

Board Resolution authorizing investment along with operating instructions;

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

Form 15AA granting exemption from TDS on interest, if any;

Form 15G/ 15H for claiming exemption from TDS on interest on application money, if any;

Order u/s197 of Income Tax Act, 1961;

Order u/s10 of Income Tax Act, 1961;

Copy of PAN card issued by the Income Tax Department;

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

authority.

S. PROCEDURE FOR APPLYING FOR DEMAT FACILITY

(i) The Applicant must have at least one beneficiary account with any of the DPs of NSDL/ CDSL prior to

making the application.

(ii) The Applicant must necessarily fill in the details (including the beneficiary account number and DPs

ID appearing in the Application Form under the heading ‘Details for Issue of debentures in Electronic/

Dematerialized Form’.)

(iii) Debentures allotted to an Applicant will be credited directly to the Applicant’s respective beneficiary

account(s) with the DP.

42

(iv) For subscribing the Debentures names in the Application Form should be identical to those appearing

in the account details in the depository. In case of joint holders the names should necessarily be in the

same sequence as they appear in the account details in the depository.

(v) Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the

Registrars to the Issue.

(vi) If incomplete/incorrect details are given under the heading ‘Details for Issue of debentures in

Electronic/ Dematerialized Form’ in the Application Form it will be deemed to be an incomplete

application and the same may be held liable for rejection at the sole discretion of the Issuer.

(vii) For allotment of Debentures the address, nomination details and other details of the Applicant as

registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is

therefore responsible for the correctness of his/her demographic details given in the Application Form

vis-à-vis those with his/her DP. In case the information is incorrect or insufficient the Issuer would not

be liable for losses, if any.

(viii) Payment of Interest or repayment of principal would be made to those Debenture Holders whose

names appear on the list of Beneficial Owners given by the Depositories to the Issuer as on Record

Date/ book closure date. In case of those Debenture for which the Beneficial Owner is not identified by

the Depository as on the Record Date/ book closure date, the Issuer would keep in abeyance the

payment of Interest or repayment of principal, till such time that the Beneficial Owner is identified by

the Depository and conveyed to the Issuer, whereupon the Interest or principal would be paid to the

beneficiaries, as identified, within a period of 30 (thirty) days.

(ix) The Debentures shall be directly credited to the beneficiary account as given in the Application Form

and after due verification, allotment advice/ refund order, if any, would be sent directly to the

Applicant by the Registrars to the Issue but the confirmation of the credit of the Debentures to the

Applicants Depository account will be provided to the Applicant by the Depository Participant of the

Applicant.

HOW TO APPLY

This being a private placement offer, investors who are established/ resident in India and who have been

addressed through this communication directly only are eligible to apply.

(i) 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 and into the relevant designated bank

account. 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. In case of bids made by the arranger on

behalf of eligible investors, funds pay-in shall be made from the bank account of such eligible investors.

43

Successful bidders should do the funds pay-in to the bank accounts of the Indian Clearing Corporation

Limited as mentioned in BSE EBP operational guidelines.

Successful bidders must do the funds pay-in to the Designated Bank Account up to 10:30 am on the pay-in date (“Pay-in Time”). 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 ICCL’s Designated Bank Account by the Pay-in Time for any reason

whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to

the successful bidder.

(ii) Cash, money orders, and postal orders shall not be accepted. The Issuer assumes no responsibility

for any applications lost in mail. The entire amount of Rs. 10 lakh per Debenture is payable on Pay-

in date.

(iii) All Application Forms duly completed (along with all necessary documents as detailed in this

Information Memorandum) must be delivered before the closing of the Issue to the Arranger to the

Issue. While forwarding the Application Form, Applicants must ensure that the relevant UTR number/

or any other evidence of having remitted the application money is obtained. Detailed instructions for

filling up the Application Form are provided in Annexure (vii) in this Information Memorandum.

(iv) Applications for the Debentures must be in the prescribed form (Annexure vii) and completed in

BLOCK LETTERS in English and as per the instructions contained therein. Applications should be for

the number of Debentures applied by the Applicant. Applications not completed in the prescribed

manner are liable to be rejected. The name of the Applicant’s bank, type of account and account number

must be filled in the Application Form. This is required for the Applicant’s own safety and these details

will be printed on the refund orders and interest/ redemption warrants.

(v) The Applicant or in the case of an application in joint names, each of the Applicant, should mention

his/ her PAN allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the

GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of the

Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the Investor

should mention his PAN/GIR No. If the Investor does not submit Form 15G/15AA/other evidence, as

the case may be for non-deduction of tax at source. 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.

(vi) 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. All Applicants are also

requested to tick Investor type {Qualified Institutional Buyers (“QIBs”)/ Non-Qualified Institutional

Buyers (“Non-QIBs”) in the Application Form. No separate receipts shall be issued for the application

44

money. However, Arranger to the Issue at their designated branch(es) receiving the duly completed

Application Form(s) will acknowledge the receipt of the applications by stamping and returning the

acknowledgment slip to the Applicant. Applications shall be deemed to have been received by the

Issuer only when submitted to Arranger to the Issue at their designated branches or on receipt by the

Registrar as detailed above and not otherwise.

(vii) If the securities are to be held jointly, the payment is to be made from the account in the name of

Applicant whose name appears first in the Application Form.

(viii) For further instructions about how to make an application for applying for the Debentures and

procedure for remittance of application money, please refer to the Application Form carefully.

*INVESTOR GRIEVANCE AND REDRESSAL SYSTEMS Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer

endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue

quoting the Application Number (including prefix), number of Debentures applied for, amount paid on

application and details of collection center where the Application was submitted, may be addressed to the

Compliance Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has

appointed a Compliance Officer who may be contacted in case of any pre-issue/ post-issue related problems

such as non-credit of letter(s) of allotment/ debenture certificate(s) in the demat account, non-receipt of refund

order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in

this INFORMATION MEMORANDUM.

Investor Relations Officer Shri. Subodh Prasad Pankaj Designation/ Dept Company Secretary Address 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited,

R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat, India Ph No 0265-6192600 Fax 0265-6192666 Email [email protected] Website www.opalindia.in



45

T. TERM SHEET:

ISSUE DETAILS Security Name ****% ONGC Petro additions

Ltd. Series VII - Option A 2024 ****% ONGC Petro additions Ltd. Series VII - Option B 2026

Issuer ONGC Petro additions Limited (“OPaL”/ the “Company”/ the “Issuer”)

Type of Instrument Non-Convertible Debentures

Nature of Instrument Rated, Listed, Unsecured, Redeemable, Taxable, Non-Cumulative Non-Convertible Debentures

Mode of Issue Private placement on fully paid basis Eligible Investors The following categories of investors, when specifically contacted, are

eligible to invest in these NCDs:

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. Insurance Companies registered with the Insurance Regulatory

and Development Authority; 6. Provident Funds, Pension Funds, Gratuity Funds and

Superannuation Funds authorised to invest in the Issue@. 7. 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;

8. Companies and Bodies Corporate authorized to invest in bonds/debentures;

9. Insurance funds set up and managed by Army, Navy or Air Force of the Union of India

10. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/debentures;

11. Societies authorized to invest in bonds/debentures; 12. Trusts authorized to invest in bonds/debentures; 13. Foreign Portfolio Investors (not being an individual or family

offices); 14. Statutory Corporations/ Undertakings established by Central/

State legislature authorized to invest in bonds/ debentures. 15. Domestic Venture Capital Funds 16. Alternative Investment Funds 17. Infrastructure Investment Trusts

@For Clarification purpose, provident funds with minimum corpus of Rs. 25 Crores and Pension Funds with minimum corpus of Rs. 25 Crores shall be considered under QIB All investors are required to comply with relevant regulations/ guidelines applicable to the, for investing in the issue of Bonds/ Debentures as per the norms approved by Government of India, Reserve Bank of India or any other statutory body from time to time

Listing Proposed to be listed on Wholesale Debt Market (WDM) segment of BSE Ltd on or before four trading days from the issue closing date.

46

Debenture Trustee SBICAP Trustee Company Ltd. Rating of the Instrument “CARE AA” with Stable Outlook by Care Ratings Ltd. and

Provisional “ICRA AA” with Stable Outlook by ICRA Ltd. Series Series VII-Option A Series VII-Option B

Tenor 3 Year 5 Year

Base Issue Size Rs. 105 Crores Rs. 105 Crores

Option to retain oversubscription i.e. Greenshoe Amount

Rs. 635 Crores Rs 635 Crores

Overall issue size to be capped at Rs. 740 Crores including all the tenors i.e. 3 Years & 5 Years.

Coupon Rate TBD TBD

Coupon Payment Dates TBD TBD

Redemption Date TBD TBD

Redemption Amount Rs. 10,00,000/- per Debenture Rs. 10,00,000/- per Debenture

Redemption Premium NIL NIL

Objects of the Issue/ Details of Utilization of Proceeds

General corporate purposes, including pre-payment/ repayment of existing indebtedness. However, the Issuer shall not use the issue proceeds towards investment in capital markets and real estate

Coupon Payment Frequency Annually and on maturity Coupon Type Fixed

Day Count Basis Actual/Actual

Interest on Application & Allotment Money

The Pay-in date shall be same as Date of Allotment, hence not applicable

Default Interest Rate In case of default in payment of any monies accruing due on the respective due dates, the defaulted amount thereof shall carry Default Interest, which shall be a rate of 2% (Two Percent) per annum over and above the coupon rate, payable from the date of the occurrence of the default until the default is cured or the debentures are redeemed pursuant to such default, as applicable.

Delay in Listing In case of delay in listing of the debt securities beyond the specified timelines, the Company shall, as per the SEBI circular no. SEBI/HO/DDHS/CIR/P/2020/198 dated October 5, 2020, pay penal interest of @ 1 % p.a. over and above the coupon rate for the period of delay to the investor (i.e. from date of allotment to the date of listing), and shall be permitted to utilise the issue proceeds of its subsequent two privately placed issuances of securities only after receiving final listing approval from Stock Exchanges.

Creation of Recovery Expense Funds

The issuer has created a recovery expense fund with the BSE as the Designated Stock Exchange, in the manner as specified by the SEBI pursuant to circular number SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated October 22, 2020 as amended from time to time and informed the debenture trustee about the same.

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture. Face Value Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture Minimum Application and in multiples of Debt securities thereafter

The minimum application size for the Issue shall be 1(One Debenture) and in multiples of 1 (One) thereafter.

Put/ Call Option Date Not Applicable

Put/ Call Option Price Not Applicable

47

Put/ Call Option time Not Applicable

Coupon Step-Up/ Step-Down The coupon rate would be revised upwards by 0.20% per annum for every notch downgrade in the credit rating of debentures below ICRA AA by ICRA Ltd. or CARE AA by CARE Ratings Ltd. However, if after such downgrade/s, the rating of the debenture is upgraded, the coupon rate shall be reduced by 0.20% per annum for every notch upgrade of any of the credit rating of the debentures up to ICRA AA by ICRA Ltd. & CARE AA by CARE Ratings Ltd It is clarified that the additional step up coupon would be payable only till the rating of the Company remains below AA rating and shall not be charged if the rating is improved to higher level than AA rating by respective rating agencies. The differential coupon will be applicable from the date of rating upgrade/ downgrade till redemption of debentures or any such subsequent rating upgrade/ downgrade. In case of rating downgrade of the debentures to “ICRA A by ICRA Ltd. or CARE A by CARE Ratings Ltd.” or below during the tenure of the NCDs, the Debenture Holders shall reserve the right to recall the outstanding principal amount of the debentures along with all other monies / accrued interest due & overdue (if any) in respect thereof.

Issue Timing 1. Issue Opening Date : 7th July 2021 2. Issue Closing Date : 7th July 2021 3. Pay-in Date : 9th July 2021 4. Deemed Date of Allotment : 9th July 2021

Type of Bidding Closed

Manner of Allotment Uniform Allotment

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

Payment of monies through ICCL using RTGS/ NEFT.

Depository NSDL and CDSL Business Day Convention A day (other than a Sunday and Saturday or a Bank holiday) on which the

money market is functioning in Mumbai and when banks are open for general business in Mumbai, Delhi and State of Gujarat#.

1. If the coupon payment date falls on a holiday, the payment may be made on the following business day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

2. If the Redemption Date (also being the last coupon payment date) of the debenture falls on a day that is not a Business Day, the redemption proceeds shall be paid by the issuer on the preceding business day along with coupon accrued on the debenture until but excluding the date of such payment

48

#In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, coupon/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

Record Date 15 (fifteen) days prior to any payment due and redemption date In the event 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.

Description regarding Security (where applicable) including type of security (movable/immovable / tangible etc.), type of charge (pledge/hypothecation/mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document/ Information Memorandum

Not applicable being private placement of unsecured debenture issue

Transaction Documents a) Information Memorandum

b) Debenture Trustee Agreement

c) Debenture Trust Deed

d) Rating letters from ICRA Ltd. & CARE Rating Ltd.

e) Letter from BSE conveying its in-principle approval for listing of NCDs

In the event of any inconsistency between this Information Memorandum and the Transaction Documents, the Transaction Documents shall prevail.

Conditions Precedent to Disbursement

Including but not limited to the following:

a) Letter from trustees conveying their consent to act as trustees for the debenture holders;

b) Receipt of Provisional Rating Rationale, not more than 180 days old, and Rating Letter not older than 30 days from the Rating Agency

c) List of authorized signatories of the Issuer who will be executing the

Transaction Documents along with their specimen signatures;

d) Shareholders resolution of the Issuer in relation to Section 180 (1) (c) of Companies Act, 2013 approving the current borrowing limit of the Issuer.

49

e) Shareholders resolution of the Issuer in relation to Section 42 and 71 of Companies Act, 2013 approving the issuance of the Debentures on a private placement basis;

f) Board resolution of the Issuer in relation to provisions of Section 42,

Section 71 of the Companies Act, 2013 and pursuant to Section 179 and all other applicable provisions of the Companies Act, 2013, as amended, the rules thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended from time to time), the Memorandum and Articles of Association of the Company, and subject to such approvals, consents, sanctions, permissions as may be necessary from the shareholders, and all other appropriate statutory and regulatory authorities in this regards, approving the issuance of the Debentures on private placement basis;

g) Undertaking from the Issuer that each of the Representations &

Warranties made by the Issuer are true and correct;

h) No material adverse effect and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect.

i) Receipt by the Debenture Trustee of a conditions precedent

compliance certificate in this regard

j) Letter from BSE conveying its in-principle approval for listing of NCDs

Condition Subsequent to Disbursement

The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned herein below:

a) Listing of the debt securities as per the specified timelines stated in the SEBI circular no. SEBI/HO/DDHS/CIR/P/2020/198 dated October 5, 2020.

b) End-use certificate within 30 days of Deemed Date of Allotment confirming that the proceeds of the Issue has been utilized solely for the end - use stated herein;

c) Execution of debenture trust deed within 60 days from Deemed Date of Allotment, as per Companies (Share Capital and Debentures) Rules 2014, as amended time to time.

In case of delay in execution of the debenture trust deed within three months of the closure of the issue, as per SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended time to time, OPaL shall pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the debenture trust deed.

Events of Default (Including voting/ conditions of joining Inter Creditor Agreement)

The events including but not limited to the following events, shall constitute an Event of Default for the purpose of the Issue:

a) Failure on part of the Issuer to forthwith satisfy all or any part of principal / coupon payments in relation to the Debentures when it becomes due.

50

b) Any representations/warranties given by the Issuer in the

Transaction Documents for these Debentures to the Debenture Trustee/ Debenture Holders is untrue, incomplete, incorrect or misleading in any material respect.

c) The Company voluntarily or compulsorily going into liquidation or

having a receiver appointed in respect of all its assets or referring itself to the NCLT or under any law providing protection as a relief undertaking;

d) Inability of the Company or admitting in writing its inability to

service the coupon/ repayment obligations of the Debentures on the due dates;

e) Appointment of a receiver or a liquidator or allowing the same to be

appointed of all or any part of the undertaking of the Company;

f) Execution or distress being enforced or levied against the whole or any part of the Issuer’s property

g) The Issuer commences a voluntary proceeding under any applicable

bankruptcy, insolvency, winding up, or other similar law now or hereafter in effect and such petition/filing is admitted, or consents to the entry of an order in an involuntary proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property

h) An involuntary proceeding is commenced against the Issuer under

any applicable bankruptcy, insolvency, winding up, or other similar law now or hereafter in effect and such petition/ filing is admitted

i) Performance of the obligations of the Company under the

Transaction Documents becoming unlawful for performance by the Issuer;

j) Repudiation of any Transaction Document to which the Company is a

party or intention of the Company to repudiate any Transaction Document to which the Company it is a party.

k) If it becomes unlawful for the Issuer to perform any of its obligations under the Transaction Documents, or if the Transaction Documents or any part thereof ceases, for any reason whatsoever, to be valid and binding or in full force and effect;

l) Any Governmental Authority takes any action to prevent Issuer from

conducting any of its businesses or carrying out its operations in any manner

m) ln case of rating downgrade of the debentures to “ICRA A by ICRA Ltd. or CARE A by CARE Ratings Ltd.” or below during the tenure of the NCDs, the Debenture Holders shall reserve the right to recall the outstanding principal amount of the debentures along with all other monies / accrued interest due & overdue (if any) in respect thereof.

51

n) During the Tenure of the NCD’s & Until these NCD’s are repaid in full,

ONGC Name will continue to be part of the name of Company (as in “ONGC” Petro Additions Ltd)

Removal of ONGC Name from the company name will lead to an Event of Default.

Manner of voting/ conditions of joining Inter Creditor Agreement shall be mentioned in the Debenture Trust Deed and shall be as per the extant guidelines and circular issued by SEBI from time to time.

Conditions for breach of Covenants

Conditions amounting to breach of covenants, their cure period, breaches which constitute Events of Default and their consequences shall be as mentioned in the Debenture Trust Deed.

Provisions related to Cross Default Clause

NA

Role and Responsibilities of Debenture Trustee

The roles and responsibilities of the Trustee shall be mentioned in the Debenture Trust Deed and are primarily governed by the provisions of the Companies Act, 2013, SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Trusteeship Agreement, the Trust Deed, Private Placement Offer Letter and all other related Transaction documents.

Governing Law and Jurisdiction The Debentures and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of courts and tribunals in Gujarat.

Acceleration redemption option

Upon occurrence of any of the following events (each an “Accelerated Redemption Event”), the Debenture Holders shall be entitled to accelerate the redemption of the Debentures in the manner set out hereinafter:

Occurrence of any Event of Default covered under sub-clause (b,d,k,l,m) of the above clauses on Events of Default and not cured by the Issuer within a period of 15 (Fifteen) business days from the date of occurrence of such event, or Occurrence of any Event of Default covered under sub-clause (c,e,f,g,h,i,n) of the above clauses on Events of Default and not cured by the Issuer within a period of 60 (Sixty) business days from the date of occurrence of such event or immediately on occurrence of any Event of Default under sub-clause (a)&(j) of the clause on Events of Default which shall not have any cure period.

The issuer is required to immediately inform the debenture trustee upon becoming aware of any of the above acceleration event. On receipt of such information from the Issuer, or from any other source (after getting the same verified from the issuer) the Debenture Trustee shall inform each of the Debenture Holders of such event through a written communication. Upon receipt of such intimation from the Debenture Trustee, each Debenture Holder shall have the right to exercise the Accelerated Redemption and seek mandatory redemption of the Outstanding Debentures by the Issuer by providing a written notice in this regard to the Debenture Trustee, who shall forward such notice to the Issuer.

Any Debenture Holder desirous of exercising the Accelerated Redemption pursuant to occurrence of any of the Accelerated Redemption Event, shall deliver a notice in this regard to the Debenture Trustee within 15 (Fifteen) business days from the date of receipt of such intimation of such event from

52

the Debenture Trustee. The Debenture Trustee shall forward all such notices received from the Debenture Holders for exercise of Accelerated Redemption and the Issuer shall be mandatorily required to redeem the Debentures held by the Debenture Holders who have exercised the Accelerated Redemption within a maximum period of 15 (Fifteen) business days from the date on which the Issuer receives the notice for exercise of the Accelerated Redemption.

The amount payable to each Debenture Holder upon exercising the Accelerated Redemption, in relation to the Debentures held by said Debenture Holder, shall be equal to the outstanding face value of the debenture plus coupon accrued on the debenture until but excluding the date of such payment, along with any other penal charges if applicable as per clause titled “Default Interest Rate”

Information Covenants a) The Company shall provide information to the Debenture Trustee in respect of the following events within a maximum of 5 (Five) Business Days from the occurrence of such event (unless otherwise specifically provided): i. Any notice of any application for winding up having been made or

receipt of any statutory notice of winding up under the provisions of the Companies Act;

ii. Any fact, matter or circumstance which may cause any of the representations and warranties under any of the Transaction Documents to become untrue or inaccurate or misleading in any material respect of which the Company becomes aware;

iii. Any event which constitutes an Event of Default, specifying the nature of such event and any steps the Company is taking and proposes to take to remedy the same; and

iv. Any major change in the composition of Board of Directors of the Issuer.

The Company shall notify the Debenture Trustee in writing of any proposed material change in the nature or scope or the business or operations of the Company or the entering into any agreement or arrangement by any person that may, in each case, affect the entirety of the assets and liabilities of the Company and which may adversely impact the ability of the Company to meet its obligations in respect of the Debentures, at least 3 (Three) Business Days prior to the date on which such action is proposed to be given effect. For any such change, agreement or arrangement which is not material or which does not affect the entirety of the assets and liabilities of the Issuer or which would not adversely affect the ability of the Company to meet its obligations in respect of the Debentures, it shall not be required to provide any notification to the Debenture Trustee;

b) The Company shall furnish to the Debenture Trustee, audited annual financial statements of the Company within 180 (One Hundred and Eighty) calendar days following the closure of the preceding financial year;

c) The Company shall furnish requisite information & performance reports to the Debenture Trustee on timely basis, as per SEBI

53

(Debenture Trustees) Regulations, 1993 as amended from time to time and various circular issued by SEBI;

Affirmative Covenants a) The Issuer shall carry on and conduct its business with due diligence and efficiency;

b) The Issuer shall utilise the monies received upon subscription to the Debentures solely for the purposes mentioned in the clause “Objects of the Issue”;

c) The Issuer shall maintain proper books of accounts as required by the Act and therein make true and proper entries of all dealings and transactions of and in relation to the business of the Issuer and keep the said books of account and all other books, registers and other documents relating to the affairs of the Issuer at its registered office or, where permitted by applicable law, at other place or places where the books of account and documents of a similar nature may be kept;

d) The Issuer shall perform all of its obligations under the terms of the applicable Transaction Documents and maintain in full force and effect each of the Transaction Documents to which it is a party;

e) The Issuer shall at all times act and proceed in relation to its affairs and business in compliance with applicable law to avoid any contravention thereof which may materially affect the ability of the Issuer to meet its payment obligations under the Issue;

f) The Issuer shall comply with the terms and conditions stipulated by the rating agency in relation to the Debentures;

Negative Covenants a) The Issuer shall not without the prior written approval of the Debenture Trustee wind up, liquidate or dissolve its affairs unless such liquidation takes place in connection with a merger, consolidation or any other form of combination of the Issuer with another company and the resulting entity or company assumes all obligations with respect to the Debentures;

b) The Issuer shall not make any amendments in its constitutional documents without the prior written consent of the Debenture Trustee in a manner which would materially affect the rights of the holders of the Debentures adversely in relation to the Debentures;

c) The Issuer shall not enter into any compromise or arrangement or settlement generally with the secured creditors of the Issuer without the prior written consent of the Debenture Trustee.

Representation and Warranties of the Issuer

The Issuer shall provide the representations and warranties in relation to the Issue and the same shall be captured in the Transaction Documents and it will also include the key representations set out herein. The Issuer hereby represents and warrants with reference to the facts and circumstances as on the date hereof:

a) It is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporation;

b) The obligations expressed to be assumed by it in each of the

Transaction Documents to which it is a party are, subject to any general principles of law, its binding obligations;

54

c) The Issuer has the powers to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Transaction Documents to which it is a party;

d) The entry into, performance by the Issuer of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conflict with: i. its constitutional documents; or ii. any agreement or instrument binding upon it or any of its assets; or

iii. all applicable laws.

e) All resolutions, consents and Government approvals required or desirable: i. to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party; and

ii. to enable it to carry on its business, trade and ordinary activities, have been obtained or effected and are in full force and effect.

f) The Issuer has not taken any action nor (to the best of its knowledge and belief) have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or re-organisation, or for the appointment of a liquidator, receiver, or other similar officer in respect of it or any of its assets;

g) No misleading information: i. Any factual information provided by it for the purposes of the Transaction Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

ii. Nothing has occurred or been omitted from the Transaction Documents and no information has been given or withheld which results in the information contained in the Transaction Documents being untrue or misleading in any material respect as at the date it was provided.

h) The Issuer has (to the best of its knowledge and belief) complied in all respects with all applicable laws to which it may be subject, where the failure to so comply would materially impair its ability to perform its obligations under the Transaction Documents; and

i) The Debenture Trustee has received a true, complete and correct copy of each of the Transaction Documents in effect or required to be in effect as of the date hereof.

Expenses All expenses related to the issue including but not limited to costs relating to stamp duty, legal fee, credit rating charges and other expenses will be to the account of the Issuer.

Risk factors pertaining to the issue

Risk factors mentioned at “Management’s perception of risks factors” under “General Information” of PAS - 4.

Taxes and Deductions All payments to be made by the Issuer to a holder of a Debenture shall be made free and clear of and without any Tax Deduction/with-holding, unless the Issuer is required to make a Tax Deduction/with-holding by law, in

55

which case the Issuer shall make that Tax Deduction in accordance with the Act and deliver to that holder a tax deduction certificate in the format prescribed under the Rules and within the time prescribed under the Rules. Stamp Duty and Goods and Service Tax (GST) payable in connection with the Debenture Documents are for the account of the Issuer.

Information The Issuer undertakes to provide information relevant for a credit assessment of the Issuer to Debenture Trustee in a timely fashion. This information will include, but not be limited to, latest financial information, rating letter and rating rationale, copies of the resolutions authorising the borrowing and the latest profiles of the Issuer.

Other Terms Any further agreements/additions made to this offer through separate communications and accepted by OPaL will be considered as a part of this offer. In case of any inconsistency between the terms of this offer document and debenture trust deed the terms of the debenture trust deed shall prevail.

OPaL reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by OPaL. In case if the Issue Closing Date/ Pay in Dates is/ are changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by OPaL at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Dates may also be changed at the sole and absolute discretion of OPaL.

DISLCOSURE OF WILFUL DEFAULTER (if any)-Neither the Company nor its promoters or directors have been declared as a wilful defaulter by any entity.

56

U. DISCLOSURE OF CASH FLOWS: as per SEBI Circular No: CIR/MD/DF-1/122/2016

Illustration: Name of Issuer ONGC Petro additions Ltd.

Security Name X.XX% ONGC Petro additions Ltd. Series VII-Option A 2024

Face Value of the Debentures Rs. 10,00,000/- per debenture

Deemed Date of Allotment 9th July 2021

Redemption/ Maturity Date TBD

Put & Call Option None

Coupon rate X.XX% p.a., payable annually

Frequency of Coupon/ Interest Payment Annually and on maturity

TBD

Day Count Convention Actual/ Actual

Indicative Cash Flows per Debenture for Series VII-Option A for tenor of 3 Years

Scheduled Coupon

Payment Date

Actual Coupon Payment

Date

No. of

Days

Cash Flow

per

debenture

(Rs.)

-10,00,000.00

1st Coupon Payment

2nd Coupon Payment

3rd Coupon Payment

Principal

10,00,000.00

57

Illustration: Name of Issuer ONGC Petro additions Ltd.

Security Name X.XX% ONGC Petro additions Ltd. Series VII-Option B 2026

Face Value of the Debentures Rs. 10,00,000/- per debenture

Deemed Date of Allotment 9th July 2021

Redemption/ Maturity Date TBD

Put & Call Option None

Coupon rate X.XX% p.a., payable annually

Frequency of Coupon/ Interest Payment Annually and on maturity

TBD

Day Count Convention Actual/Actual

Indicative Cash Flows per Debenture for Series VII-Option B for tenor of 5 Years

Scheduled Coupon

Payment Date

Actual Coupon Payment

Date

No. of

Days

Cash Flow

per

debenture

(Rs.)

-10,00,000.00

1st Coupon Payment

2nd Coupon Payment

3rd Coupon Payment

4th Coupon Payment

5th Coupon Payment

Principal

10,00,000.00

58

CREDIT RATING AND RATING RATIONALE CARE Ratings Limited

CARE Ratings Limited vide letter dated 11.09.2020 with revalidation letter dated 22.06.2021 has assigned AA

(Stable) rating to the Debentures being issued under the current placement. Instruments with AA rating are

considered to have high degree of safety regarding timely servicing of financial obligation. Such instruments

carry very low credit risk.

Rating Rationale is as per Annexure (ii).

ICRA Limited

ICRA Limited vide letter dated 08.09.2020 with revalidation letter dated 18.06.2021 has assigned Provisional AA

(Stable) rating to the Debentures being issued under the current placement. Instruments with AA rating are

considered to have high degree of safety regarding timely servicing of financial obligation. Such instruments

carry very low credit risk.

Rating Rationale is as per Annexure (ii).

59

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

By the very nature of its business, OPaL is involved in a large number of transactions and therefore it may not

be possible to furnish details of all material contracts and agreements involving financial obligations of OPaL.

However, the contracts referred to below (not being contracts entered into in the ordinary course of the

business carried on by OPaL) which are or may be deemed to be material have been entered/ will be entered

into by OPaL.

a. Memorandum and Articles of Association of the Issuer, as amended to date.

b. Certificate of Incorporation dated 15th November 2006

c. Shareholders’ resolution dated 07th September 2020

d. Board Resolution dated 08th June, 2020

e. Consent letter from SBICAP Trustee Company Ltd. dated 14th August, 2020 to act as Trustees to the

Bondholders.

f. Debenture Trustee Agreement between ONGC Petro additions Ltd. and SBICAP Trustee Company Ltd.

g. Debenture Trustee Deed in favor of the Trustee.

h. Credit rating letters of ICRA Ltd. dated 08.09.2020 with revalidation letter dated 18.06.2021 and CARE Ratings

Ltd. dated 11.09.2020 with revalidation letter dated 22.06.2021 along with the corresponding Rating

Rationales

i. In-principle approval dated 02.07.2021 from BSE Ltd. for of listing of Bonds.

j. Tripartite Agreement between OPaL, NSDL & Beetal Financial & Computer Services (P) Ltd. for issue of

Bonds in Dematerialized form.

k. Tripartite Agreement between OPaL, CDSL and Beetal Financial & Computer Services (P) Ltd. for issue of

Bonds in Dematerialized form

60

W. DECLARATION

The issuer undertakes that this Information Memorandum contains full disclosures in conformity section 42

Companies Act, 2013 and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 and any amendments thereto.

The compliance with the provisions of Companies Act 2013 and the rules made thereunder does not imply that

payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central

Government.

The monies received under the offer shall be used only for the purposes and objects indicated in this document

under Term Sheet section;

The Issuer accepts no responsibility for the statements made otherwise than in this Information Memorandum

or in any other material issued by or at the instance of the Issuer and that any one relying on such information

from any other source would be doing so at his own risk.

Whatever is stated in this Information Memorandum and in the attachments thereto is true and 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 Associations 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 Information Memorandum.

For, ONGC Petro additions Limited

Authorized Signatory

Date: 07 July 2021

Place: Vadodara, Gujarat

61

Y. ANNEXURE(S)

(i) RATING LETTER – By ICRA Ltd. and CARE Ratings Ltd.

(ii) RATING RATIONALE - By ICRA Ltd. and CARE Ratings Ltd.

(iii) DEBENTURE TRUSTEE CONSENT LETTER DATED 14th August 2020

(iv) IN-PRINCIPLE APPROVAL LETTER- BSE LIMITED DATED 2nd July 2021

(v) BOARD RESOLUTION DATED 08th JUNE, 2020

(vi) SHARE HOLDER – SPECIAL RESOLUTION dated 07th SEPTEMBER 2020

(vii) APPLICATION FORM

(viii) FINANCIALS & CASH FLOWS FOR LAST 3 YEARS ALONGWITH AUDITOR’S REPORT

CARE Ratings Ltd.

CORPORATE OFFICE: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456 ⚫ Fax: +91-22- 022 6754 3457 Email: [email protected] ⚫ www.careratings.com

13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 ⚫ Fax: +91-11-4533

3238

CIN-L67190MH1993PLC071691

No. CARE/DRO/RL/2021-22/1471 Shri Rajendra Parakh Chief Financial Officer ONGC Petro additions Limited Z-1, Z-83, Dahej, Bharuch, Vadodara, Gujarat 392130

June 22, 2021

Confidential Dear Sir,

Credit rating for proposed Non-Convertible Debentures

Please refer to our letter no. CARE/DRO/RL/2020-21/2178 dated September 11, 2020 and

your request for revalidation of the rating assigned to the proposed Non-Convertible

Debenture, for a limit of Rs.4,700 crore (including current outstanding of Rs. 260.00 crore).

2. The following rating(s) have been reviewed:

Sr. No. Instrument Amount

(Rs. crore) Rating1 Rating Action

1. Non Convertible Debentures

4,700.00 CARE AA; Stable

(Double A; Outlook: Stable)

Reaffirmed

Total Instruments

4,700.00 (Rs. Four Thousand Seven

Hundred Crore Only)

3. The NCDs of Rs. 260 crore is repayable on October 25, 2023

4. Please arrange to get the rating revalidated, in case the proposed issue is not made

within six months from the date of this letter.

5. Please inform us the below-mentioned details of issue immediately, but not later than

7 days from the date of placing the instrument:

Instrument type

ISIN

Issue

Size (Rs cr.)

Coupon Rate

Coupon Payment Dates

Terms of Redemptio

n

Redemption date

Name and contact

details of Trustee/IP

A

Details of top

10 investor

s

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE publications.


CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 ⚫ Fax: +91-11-4533 3238

6. CARE reserves the right to undertake a surveillance/review of the rating from time to

time, based on circumstances warranting such review, subject to at least one such

review/surveillance every year.

7. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as a result of

periodic review/surveillance, based on any event or information which in the opinion of

CARE warrants such an action. In the event of failure on the part of the entity to furnish

such information, material or clarifications as may be required by CARE so as to enable it

to carry out continuous monitoring of the rating of the debt instruments, CARE shall carry

out the review on the basis of best available information throughout the life time of such

instruments. In such cases the credit rating symbol shall be accompanied by “ISSUER NOT

COOPERATING”. CARE shall also be entitled to publicize/disseminate all the afore-

mentioned rating actions in any manner considered appropriate by it, without reference

to you.

8. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating

downgrades. However, if any such clauses are introduced and if triggered, the ratings may

see volatility and sharp downgrades.

9. Users of this rating may kindly refer our website www.careratings.com for latest update

on the outstanding rating.

10. CARE ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you, Yours faithfully,

Sonika Aneja Sudhir Kumar Analyst Director [email protected] [email protected]

Encl.: As above


CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 ⚫ Fax: +91-11-4533 3238

Disclaimer

CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

CARE Ratings Ltd. CORPORATE OFFICE: 4

th Floor, Godrej Coliseum, Somaiya

Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456 Fax: +91-22- 022 6754 3457 Email: [email protected] www.careratings.com

13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055.

Tel: +91-11-4533 3200 Fax: +91-11-4533 3238

CIN-L67190MH1993PLC071691

No. CARE/DRO/RL/2020-21/2178

Mr Pradosh Kumar Basu

Chief Finance Officer

ONGC Petro additions Limited

4th Floor, 35,

Nutan Bharat Co-operative Housing Society Ltd

R. C. Dutt Road, Alkapuri, Vadodara 390007

September 11, 2020

Confidential

Dear Sir,

Credit rating for proposed Non-Convertible Debenture issue

Please refer to your request for rating of proposed non-convertible debenture (NCD) issue

aggregating to Rs. 4700 crore of your company. The proposed NCDs would have tenure up to 5.5

years.

2. The following ratings have been assigned by our Rating Committee:

S.No Instrument Amount (Rs. crore)

Rating1 Rating Action

1. Non-Convertible Debenture

4700 (Rs. Four thousand seven

hundred crore only)

CARE AA (Double A; Outlook:

Stable)

Assigned

3. Please arrange to get the rating revalidated, in case the proposed issue is not made within a

period of six months from the date of our initial communication of rating to you i.e. September

08, 2020

4. In case there is any change in the size or terms of the proposed issue, please get the rating

revalidated.

5. Please inform us the below-mentioned details of issue immediately, but not later than 7 days

from the date of placing the instrument:

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE

publications.


of 10

Instrument

type

ISIN Issue

Size

(Rs cr)

Coupon

Rate

Coupon

Payment

Dates

Terms of

Redemption

Redemption

date

Name and

contact

details of

Debenture

Trustee

Details of

top 10

investors

6. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue,

including the offer document and the trust deed.

7. The rationale for the rating will be communicated to you separately. A write-up (press

release) on the above rating is proposed to be issued to the press shortly, a draft of which is

enclosed for your perusal as Annexure. We request you to peruse the annexed document

and offer your comments if any. We are doing this as a matter of courtesy to our clients and

with a view to ensure that no factual inaccuracies have inadvertently crept in. Kindly revert

as early as possible. In any case, if we do not hear from you by September 12, 2020, we will

proceed on the basis that you have no any comments to offer.

8. CARE reserves the right to undertake a surveillance/review of the rating from time to time,

based on circumstances warranting such review, subject to at least one such

review/surveillance every year.

9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the

outlook, as a result of periodic review/surveillance, based on any event or information which in

the opinion of CARE warrants such an action. In the event of failure on the part of the entity to

furnish such information, material or clarifications as may be required by CARE so as to enable

it to carry out continuous monitoring of the rating of the debt instrument, CARE shall carry out

the review on the basis of best available information throughout the life time of such

instrument. In such cases the credit rating symbol shall be accompanied by “ISSUER NOT

COOPERATING”. CARE shall also be entitled to publicize/disseminate all the afore-mentioned

rating actions in any manner considered appropriate by it, without reference to you.

10. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating downgrades.

However, if any such clauses are introduced and if triggered, the ratings may see volatility and

sharp downgrades.

of 10

11. Users of this rating may kindly refer our website www.careratings.com for latest update on

the outstanding rating.

12. CARE ratings are not recommendations to buy, sell or hold any securities.

If you need any clarification, you are welcome to approach us in this regard. We are indeed,

grateful to you for entrusting this assignment to CARE.

Thanking you,

Yours faithfully,

Nitesh Ranjan Sudhir Kumar

Senior Manager Associate Director

[email protected] [email protected]

Encl.: As above

Disclaimer

CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and

are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold

any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an

audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it

to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any

information and is not responsible for any errors or omissions or for the results obtained from the use of such

information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based

on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other

commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned

by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the

firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans

brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is

not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating.

Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which

may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced

and if triggered, the ratings may see volatility and sharp downgrades.




of 10

Annexure

Draft Press Release

ONGC Petro Additions Limited

Ratings

Instrument Amount (Rs. crore) Rating2 Rating

Action

Proposed Non-

Convertible Debenture

4700.00

(Rs. Four thousand seven hundred

crore only)

CARE AA; Stable

[Double A; Outlook: Stable]

Assigned

Key Rating Drivers of OPaL: The rating assigned to the proposed Non-Convertible Debenture of OPaL factors in improvements in its operating efficiency and capacity utilization with the completion of Hazira-Dahej pipeline evidenced over the past two quarters. The ratings also factors in an expected increase in Oil & Natural Gas Corporation Limited (ONGC’s) shareholding in the company from the existing level(49.36%, as on March 31, 2020) in the near future. The ratings continue to derive strength from the managerial and financial support provided by ONGC along with the operational linkages arising from long-term supply arrangement of feedstock – naphtha from Hazira and Uran and ethane (C2)/ propane (C3)/ butane (C4) from Dahej – with ONGC. The rating takes cognizance of OPaL’s 1.1 million metric tonnes per annum integrated petrochemical complex being one of the largest facilities of its kind in India, with its dual-feed cracker providing greater flexibility in feedstock and a higher potential competitiveness. The ratings are, however, constrained by the company’s moderate financial risk profile on account of subdued profitability and a leveraged capital structure, along with the inherent cyclicality in the petrochemical business, and volatility in raw material and finished product prices and in operating margins. Rating Sensitivity: Positive factors:

Sustained improvement in the PBILDT margin above 25% Sustained improvement in capital structure leading to overall gearing below 1x

Negative Factors: Lower than expected improvement in operational efficiency leading to sustained deterioration in

PBILDT margin below 10% Any large debt funded incremental capex leading to deterioration to overall gearing Weakening in credit profile of ONGC and any subsequent decline in stake of, or institutional support

from, ONGC

Detailed description of the key rating drivers Key Rating Strengths

Strong parentage- financial support and operational linkages OPaL derives managerial, operational and financial benefits from its two Maharatna PSU promoters viz. Oil and Natural Gas Corporation Limited (ONGC: CARE AAA (Stable)/ CARE A1+) and GAIL (India) limited (GAIL: CARE AAA (stable)/CARE A1+). As on March 31, 2020 ONGC, GAIL and Gujarat State Petroleum Corporation (GSPC) held 49.36%, 49.21% and 1.43% of equity share capital in OPaL. OPaL derives technical and managerial strength from its promoters who have supported it during implementation phase and continue to support it in the operations. Also, several directors from ONGC serve as directors of OPaL viz. Mr. Shashi Shanker (CMD of ONGC) as the chairman of OPaL, Mr. Subhash Kumar (Director (Finance) of ONGC) and Mr. Rajesh Kakkar (Director (Offshore) of ONGC) as directors in OPaL. Also,

1 Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE

publications.


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OPaL is being managed by a professional and experienced management team, having knowledgeable personnel with respect to various aspects of the industry. In addition, there exist significant operational synergies between OPaL and its promoters especially with ONGC which supplies feedstock to OPaL, i.e. naphtha from Hazira and Uran and ethane (C2)/ propane (C3)/ butane (C4) from Dahej for 15 years ensuring consistent feedstock supply. Moreover, OPaL is strategically important for ONGC as a part of forward integration strategy of ONGC into petrochemicals. Furthermore, GAIL and GSPC supply natural gas to OPaL. In addition, OPaL derives financial flexibility from its parentage of ONGC and GAIL which provides it easy access to funds at attractive rates. ONGC infused funds into OPaL as share warrants of which Rs. 2,494.05 crore are outstanding as on March 31, 2020. Considering share warrants and equity shares outstanding as on March 31, 2020, the fully diluted shareholding of ONGC in OPaL would be 77.33%. The significance of OPaL for ONGC is further evident from the letters of comfort given by ONGC for OPaL’s various series of NCDs. Besides, as discussed with the OPaL’s management, ONGC is in the process of increasing its stake in OPaL. Improving capacity utilisation

FY20 was the third full year of operations for OPaL. The operations of the company have ramped up in FY20 with an average capacity utilisation of around 86% for FY20 as against around 70% capacity utilisation in FY20, which mainly ramped up in the second half of the year. While the utilisation reduced to around 36% in April 2020 on account of the nationwide lockdown following the spread of COVID-19, it has subsequently revived to around 63% and 85% in May 2020 and Jun 2020, respectively. As a result of better utilization, OPaL’s total operating income grew by 4.44%, to Rs. 10,204.48 crore in FY20 against Rs. 9,770.27 crore in FY19. The sales volume had increased nearly 25% from 1.34MMT in FY19 to 1.67MMT in FY20. The company had around 21% and 19% of the revenue from exports in FY19 and FY20 respectively.

Profitability margins, hitherto moderate, expected to improve OPaL reported a PBILDT margin of 8.54% in FY20 as against 8.72% in FY19. However, the company has negative PBT mainly on account of a high interest outgo and depreciation. The company had losses at net level of Rs. 2,089.68 crore in FY20 (PY: loss of Rs.1,420.30 crore). The profitability is expected to improve, going forward, with the Hazira-Dahej naphtha pipeline already operational since December 2019, the expected conversion of, exit from the Dahej special economic zone (SEZ) and favourable naptha/gas prices. Having a dual-feed cracker provides the company greater flexibility in feedstock as it can switch between naphtha and C2 gas depending on the existing price thus increasing its competitiveness. The dual-feed cracker runs on feedstock C2/C3/C4 and naphtha. OPaL procures feedstock from its parent company ONGC, Hazira plant. Continuous supply of Naphtha is essential to run the plant in full capacity. Until recently, naphtha was transported from Hazira to Dahej by the marine route, which was less economical and cumbersome. Hazira-Dahej naphtha pipeline has been completed and inaugurated in December 2019, which has resulted in continuous supply of naphtha to OPaL‘s Dahej plant, thereby bringing in savings of around Rs. 100 crore per annum in transportation cost of the feed. With the availability of gas through pipeline route and the consequent changeover of the Dahej plant operations to a continuous mode, the company would be expected to maintain optimum capacity utilization. Furthermore, CCDs amounting to Rs. 5,615 crore and Rs. 492 crore are expected to convert to equity shares on Jan 2, 2021 and March 1, 2021, respectively. The balance Rs. 1,671 crore is expected to be converted into equity shares in FY22. Conversion of CCDs would result in reduction of interest cost of over Rs. 500 crore per annum. During Q1FY21, the company has reported total income of around Rs.1,735 crore with PBILDT of Rs.122 crore. Key Rating Weaknesses Leveraged capital structure OPaL’s overall gearing increased to 4.37x in FY20 as against 2.95x in FY19. The project was commissioned with a delay leading to increased project cost. The capital structure stands leveraged as the project has been funded primarily through debt. The company’s interest coverage ratio remained below unity in FY20 and the interest

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has been funded through equity infusion by ONGC and debt refinancing. ONGC has infused funds in the form of share warrants of Rs.870.91 crore in April 2020. Inherent cyclicality in the petrochemical business, and volatility in raw material and finished product prices OPaL derives majority of its revenue from sale of low-density polyethylene (LDPE), high-density polyethylene (HDPE) and polypropylene (PP) while the major feedstocks include naphtha and ethane (C2). The prices of the finished goods as well as the feedstock, and the derived petrochemical margins, have demonstrated significant volatility in the past, thereby impacting the company’s operating margins. As for other polymer manufacturers, the company’s operating margins and returns are likely to remain susceptible to such sharp changes in prices of the feedstock and finished products, going forward. Liquidity (Adequate): OPaL’s liquidity remains adequate with a free cash & bank balance of Rs.73.49 crore as on June 30, 2020 (Rs.16.83 Crore as at March 31, 2020). Besides, ONGC has infused capital in the form of share warrants of Rs.870.91 crore in April 2020 to support liquidity of OPaL. OPaL derives considerable financial flexibility from its parentage of ONGC and GAIL, which facilitates easy access to funds at attractive rates. OPaL has availed of a moratorium on instalments (only on term loan) and interest (on both working capital and term loan) since March 2020 in accordance with the RBI relief package subsequent to the spread of the COVID-19 pandemic. However, the company has paid off moratorium availed for interest and has been servicing interest regularly since July, 2020. Analytical approach: Standalone with notching up for linkages with ONGC. Applicable Criteria Criteria on assigning Outlook to Credit Ratings CARE’s Policy on Default Recognition Criteria for Short Term Instruments Rating Methodology - Consolidation and factoring linkages in rating Financial ratios – Non-Financial Sector Criteria of Rating Credit Enhanced Debt About the Company: Incorporated in November, 2006; ONGC Petro additions Limited (OPaL) operates a greenfield 1.1 million

metric tonnes per annum (MMTPA) petrochemicals complex in SEZ at Dahej, Gujarat (the Project). OPaL is

promoted by two Maharatna PSUs viz. Oil and Natural Gas Corporation Limited (ONGC: CARE AAA (Stable)/

CARE A1+) and GAIL (India) limited (GAIL: CARE AAA (stable)/CARE A1+). As on March 31, 2020 ONGC, GAIL and

Gujarat State Petroleum Corporation (GSPC) held 49.36%, 49.21% and 1.43% of equity share capital in OPaL.

The project comprises of a dual feed-cracker with capacity to produce 1.1 MMTPA of ethylene and 0.40

MMTPA of propylene as petrochemical feedstock to downstream polymer units in the Dahej SEZ. The project

commenced its commercial production since 2017. The company uses ethane (C2), propane (C3), butane (C4)

and naphtha as feedstock to produce basic downstream petrochemicals products viz. HDPE, LLDPE,

polypropylene, butadiene, Carbon black feedstock (CBFS), benzene etc.

Brief Financials (Rs. crore) FY19 (A) FY20 (A)

Total operating income 9,770 10,204

PBILDT 852 871

PAT (1,420) (2,090)

Overall gearing (times) 3.31 5.22

Interest coverage (times) 0.46 0.42

A: Audited All Figures rounded off to the nearest decimal points Status of non-cooperation with previous CRA: Not Applicable Any other information: Not Applicable Rating History for last three years: Please refer Annexure-2 Annexure-1: Details of Instruments/Facilities

https://www.careratings.com/pdf/resources/Rating%20Outlook%20and%20credit%20watch%20_30May%202020.pdf

https://www.careratings.com/pdf/resources/CARE's%20Policy%20on%20Default%20Recognition_18June%202020.pdf

https://www.careratings.com/pdf/resources/CARE's%20Policy%20on%20Default%20Recognition_18June%202020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Short%20Term%20Instruments%20_Mar%202020.pdf

http://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20Consolidation%20&%20Factoring%20Linkages%20in%20Ratings-Oct-19.pdf

http://www.careratings.com/pdf/resources/Financial%20ratios%20-%20Non%20Financial%20Sector-Sept2019.pdf

http://www.careratings.com/pdf/resources/Financial%20ratios%20-%20Non%20Financial%20Sector-Sept2019.pdf

https://www.careratings.com/pdf/resources/Criteria%20for%20Rating%20Credit%20Enhanced%20Debt%2026June_2020.pdf

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Name of the

Instrument

Date of

Issuance

Coupon

Rate

Maturity

Date

Size of the Issue

(Rs. crore)

Rating assigned

along with Rating

Outlook

Debentures-Non

Convertible Debentures

Proposed Proposed Proposed 4700.00 CARE AA; Stable

Annexure-2: Rating History of last three years

Sr.

No.

Name of the

Instrument/Bank

Facilities

Current Ratings Rating history

Type

Amount

Outstanding

(Rs. crore)

Rating

Date(s) &

Rating(s)

assigned in

2020-2021

Date(s) &

Rating(s)

assigned in

2019-2020

Date(s) &

Rating(s)

assigned in

2018-2019

Date(s) &

Rating(s)

assigned in

2017-2018

1. Debentures-

Compulsorily

Convertible

Debentures

LT 5615.00 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(26-Jul-19)

2)CARE AAA

(SO); Stable

(11-Jun-19)

1)CARE AAA

(SO); Stable

(27-Sep-18)

1)CARE AAA

(SO); Stable

(06-Dec-17)

2. Debentures-

Compulsorily

Convertible

Debentures

LT 492.00 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(26-Jul-19)

1)CARE AAA

(SO); Stable

(27-Sep-18)

1)CARE AAA

(SO); Stable

(30-Mar-18)

2)Provisional

CARE AAA

(SO); Stable

(22-Mar-18)

3. Debentures-Non

Convertible

Debentures

LT 335.00 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(26-Jul-19)

1)CARE AAA

(SO); Stable

(21-Dec-18)

2)Provisional

CARE AAA

(SO); Stable

-

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(27-Sep-18)

3)Provisional

CARE AAA

(SO); Stable

(13-Jul-18)

4. Debentures-Non

Convertible

Debentures

LT 433.40 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(24-Feb-20)

2)Provisional

CARE AAA

(CE); Stable

(16-Dec-19)

3)Provisional

CARE AAA

(CE); Stable

(22-Oct-19)

4)Provisional

CARE AAA

(CE); Stable

(26-Jul-19)

5)Provisional

CARE AAA

(SO); Stable

(01-Apr-19)

- -

5. Debentures-Non

Convertible

Debentures

LT 485.00 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(26-Jul-19)

2)CARE AAA

(SO); Stable

(01-Apr-19)

- -

6. Debentures-Non LT 435.00 CARE AAA 1)CARE AAA 1)CARE AAA - -

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Convertible

Debentures

(CE); Stable

(CE); Stable

(30-Jul-20)

(CE); Stable

(22-Oct-19)

7. Un Supported

Rating

LT 0.00 CARE AA

1)CARE AA

(30-Jul-20)

1)CARE AA-;

Stable

(24-Feb-20)

2)CARE AA-;

Stable

(22-Oct-19)

- -

8. Debentures-Non

Convertible

Debentures

LT 371.10 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(16-Dec-19)

- -

9. Debentures-Non

Convertible

Debentures

LT 465.50 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(16-Dec-19)

- -

10. Debentures-Non

Convertible

Debentures

LT 475.00 CARE AAA

(CE); Stable

1)CARE AAA

(CE); Stable

(30-Jul-20)

1)CARE AAA

(CE); Stable

(24-Feb-20)

- -

11. Debentures-Non

Convertible

Debentures

LT 500.00 Provisional

CARE AAA

(CE); Stable

1)Provisional

CARE AAA

(CE); Stable

(30-Jul-20)

1)Provisional

CARE AAA

(CE); Stable

(17-Mar-20)

- -

12. Debentures-Non

Convertible

Debentures

LT 4700.00 CARE AA;

Stable

- - - -

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Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications. Annexure 3: Complexity level of various instruments rated for this company

Sr. No. Name of the Instrument Complexity Level

1. Debentures-Non Convertible Debentures Simple

Contact us

Media Contact Mradul Mishra Contact no.: 91-22-6837 4424 Email ID – [email protected] Analyst Contact Sudhir Kumar Contact No.:011-45333232 Email id: [email protected] Relationship Contact Swati Agrawal Contact no. : 011-45333201 Email ID: [email protected] About CARE Ratings: CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com


ICRA Limited

CONFIDENTIAL

Ref No: ICRA/ONGC Petro additions Ltd/18062021/01 June 18, 2021

Mr. Rajendra Parakh Chief Finance Officer ONGC Petro additions Limited 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara – 390 007, Gujarat.

Dear Sir,

Re: ICRA Provisional rating for the proposed Rs. 4,440.00 crore Non-Convertible Debenture programme of ONGC Petro Additions Limited (OPaL) Please refer to your request dated June 14, 2021 for revalidating the rating letter issued for the captioned programme. We confirm that the Provisional [ICRA]AA (pronounced Provisional ICRA double A) rating with ‘Stable’ outlook assigned to your captioned programme and last communicated to you vide our letter dated October 1, 2020 stands. Instruments with this rating indicate high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same as communicated vide our letter Ref. no. AHM/2020-21/151 dated September 8, 2020. The rating assigned is provisional as of now (as denoted by the prefix ‘Provisional’ before the rating symbol) and is subject to fulfillment of all conditions under the structure as mentioned to ICRA including execution of the transaction documents (as summarized in the Annexure to this letter), and the executed documentation being in line with the term sheet shared with ICRA. We look forward to further strengthening our existing relationship and assure you of our best services. With kind regards, For ICRA Limited Sabyasachi Majumdar (Senior Vice President) [email protected]

Digitally signed by SABYASACHI MAJUMDAR Date: 2021.06.18 18:12:35 +05'30'

ICRA Limited

VALIDITY OF THE RATING IS SUBJECT TO COMPLIANCE WITH THE TERMS OF THE STRUCTURED OBLIGATION

Ref: AHM/2020-21/151 Date: September 8, 2020

Mr. Pradosh Kumar Basu Chief Finance Officer ONGC Petro additions Limited 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara – 390 007, Gujarat. Dear Sir, Re: ICRA Provisional Rating for the proposed Rs. 4700 Crore Non-Convertible Debenture (NCD) programme of

ONGC Petro additions Limited

Please refer to Rating Agreement dated August 13, 2020, and RRF No. AHM/2020-21/016 executed between ICRA Limited (“ICRA”) for assigning ratings to the aforesaid debt programme. The Rating Committee of ICRA, after due consideration, has assigned a Provisional [ICRA]AA (pronounced as Provisional ICRA double A) rating with a Stable outlook to the NCDs proposed to be issued under the captioned debt programme, as mentioned in the table below.

S. No. Instrument Amount (Rs. crore) Rating Assigned

1. NCDs 4700.00 Provisional [ICRA]AA (Stable)

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The rating assigned is provisional as of now (as denoted by the prefix ‘Provisional’ before the rating symbol) and is subject to fulfillment of all conditions under the structure as mentioned to ICRA including execution of the transaction documents (as summarized in the Annexure to this letter), and the executed documentation being in line with the term sheet shared with ICRA.

The provisional rating assigned by ICRA will remain valid till March 7, 2021 . You are requested to update ICRA as soon as the pending actions/ documentation are completed and share documentary proof for ICRA’s review.

As per its policy, ICRA reviews the provisional rating periodically and converts the provisional rating into the final rating if the pending actions/ documentation have been completed in line with ICRA’s expectations. In case the pending actions/ documentation are not completed within the validity period, and/or they are not in line with ICRA’s expectations, ICRA reviews the provisional rating as per its policy [Refer to ICRA’s website ww.icra.in for details of the policy followed by ICRA to assign provisional rating].

In any of your publicity material or other document wherever you are using our above ratings, it should be stated as “Provisional [ICRA]AA (Stable)”. We request you to sign the acknowledgement and send it to us latest by September 11, 2020 as acceptance on the assigned rating. In case you do not communicate your acceptance/non acceptance of the assigned credit rating, or do not appeal against the assigned rating by the aforesaid date, the rating will be treated by us as non accepted and shall be disclosed on ICRA’s website accordingly. This is in accordance with requirements prescribed by the Securities and Exchange Board of India (SEBI) vide SEBI circular dated June 30, 2017.

Any intimation by you about the above rating to any banker/lending agency/government authorities/stock exchange would constitute use of the ratings by you and shall be deemed acceptance of the rating. This rating communication letter including the transaction structure in Annexure-I should necessarily be included in the issue documents/information memorandum as well as all legal documents executed by you for the purpose of the proposed bond issue.

ICRA shall not be held responsible for non-compliance with any of the stipulated terms and conditions as well as any errors or

misrepresentations of facts made by the Entity or the Trustee.

The ratings are subject to your company and the trustee ensuring compliance with the structure submitted to ICRA and the

conditions mentioned in Annexure 1. The ratings are specific to the terms and conditions of the proposed debt programme as was

indicated to us by you and any change in the terms or size of the proposed debt programme would require the ratings to be

reviewed by us. If there is any change in the terms and conditions or size of the debt programme rated, as above, the same must

be brought to our notice before the issue of the programme. If there is any such change after the ratings are assigned by us and

accepted or confirmed to use by you, it would be subject to our review and may result in change in the ratings assigned.

ICRA reserves the right to review and/or, revise the above ratings at any time on the basis of new information or unavailability of

information or such other circumstances, which ICRA believes, may have an impact on the rating assigned to you. The ratings, as

aforesaid, however, should not be treated as a recommendation to buy, sell or hold the instrument to be issued by you.

As mentioned above and in accordance with the aforesaid SEBI circular, you are requested to furnish a monthly ‘No Default

Statement (NDS)’ (in the format enclosed) on the first working day of every month, confirming the timeliness of payment of al l

obligations against the rated debt programme.

You are requested to forthwith inform us about any default or delay in repayment of interest or principal amount of the instrument

rated, as above, or any other debt instruments/ borrowing and keep us informed of any other developments which may have a

direct or indirect impact on the debt servicing capability of the company including any proposal for re-schedulement or

postponement of the repayment programmes of the dues/ debts of the company with any lender(s) / investor(s).

Further, you are requested to inform us immediately as and when the borrowing limit for the instrument/loan facility rated, as above,

or as prescribed by the regulatory authority (ies) is exceeded.

The rationale for assigning the above rating is being sent to you for your reference along with this rating communication. Please

respond with your comments if any within the aforesaid timeline of September 11, 2020.

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the instruments issued by you

We thank you for your kind cooperation extended during the course of the rating exercise. Should you require any clarification,

please do not hesitate to get in touch with us.

We look forward to your communication and assure you of our best services.

With kind regards

Yours Sincerely

For ICRA Limited

K. Ravichandran Senior Vice President Group Head-Corporate Ratings [email protected]

RAVICHANDRANDigitally signed by RAVICHANDRAN DN: c=IN, st=Tamil Nadu, 2.5.4.20=6eb215410c5c8feb135f39b6656e59de11bf0e833c7ed764eea4b1f2ee5ae0f1, postalCode=600108, street=B27/10,POLICE STATION STREET,ARUMAKKAM,CHENNAI,TAMILNADU 600108, serialNumber=9d2c0eb3fd0c32486c8a5ed1deae745509bb3998c689073440d17e122ced2fa4, o=Personal, cn=RAVICHANDRAN, pseudonym=2ffa69aee226573c9f97156bfc536359 Date: 2020.09.10 10:54:02 +05'30'

Acknowledgement

(To be signed and returned to ICRA Limited)

I, <Name of the person>, <Designation> on behalf of the <Company/ Client name> hereby accept and

acknowledge the above assigned rating.

For <Company/ Client Name>

____________________

Name:

Date:

Note: Please return a copy of the above communication along with the acknowledgement to ICRA

Limited at <address> or <email>

Encl:

Annexure 1

The rating is based on the transaction structure as conveyed to ICRA, the key terms of which are mentioned below –

Issuer ONGC Petro additions Ltd. (“OPaL”/ the “Company”/ the “Issuer”)

Type of Instrument Non-Convertible Debentures

Nature of Instrument Rated, Listed, Unsecured, Redeemable, Taxable, Non-Cumulative Non-Convertible Debentures

Mode of Issue Private placement on fully paid basis

Listing Proposed to be listed on Wholesale Debt Market (WDM) segment of BSE Ltd.

Debenture Trustee SBICAP Trustee Company Ltd.

Tenor Upto 5 year 6 Months

Issue Size (Including Greenshoe) To be decided

Coupon Rate To be decided

Redemption Date To be decided

Objects of the Issue/ Details of Utilization of Proceeds

General corporate purposes, including pre-payment/ repayment of existing indebtedness. However, the Issuer shall not use the issue proceeds towards investment in capital markets and real estate

Coupon Payment Frequency To be decided

Coupon Type Fixed

Default Interest Rate

In case of default in payment of any monies accruing due on the respective due dates, the defaulted amount thereof shall carry Default Interest, which shall be a rate of 2% (Two Percent) per annum over and above the coupon rate, payable from the date of the occurrence of the default until the default is cured or the debentures are redeemed pursuant to such default, as applicable.

Put/ Call Option Not Applicable

Transaction Documents a) Information Memorandum b) Debenture Trustee Agreement c) Debenture Trust Deed d) Rating letters from ICRA Ltd. & CARE Rating Ltd. e) Letter from BSE conveying its in-principle approval for listing of NCDs In the event of any inconsistency between this Information Memorandum and the Transaction Documents, the Transaction Documents shall prevail.

Events of Default

The events including but not limited to the following events, shall constitute an Event of Default for the purpose of the Issue: a) Failure on part of the Issuer to forthwith satisfy all or any part of principal / coupon

payments in relation to the Debentures when it becomes due. b) Any representations/warranties given by the Issuer in the Transaction Documents

for these Debentures to the Debenture Trustee/ Debenture Holders is untrue, incomplete, incorrect or misleading in any material respect.

c) The Company voluntarily or compulsorily going into liquidation or having a receiver appointed in respect of all its assets or referring itself to the NCLT or under any law providing protection as a relief undertaking;

d) Inability of the Company or admitting in writing its inability to service the coupon/ repayment obligations of the Debentures on the due dates;

e) Appointment of a receiver or a liquidator or allowing the same to be appointed of all or any part of the undertaking of the Company;

f) Execution or distress being enforced or levied against the whole or any part of the Issuer’s property

g) The Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up, or other similar law now or hereafter in effect and such petition/filing is admitted, or consents to the entry of an order in an involuntary

proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property

h) An involuntary proceeding is commenced against the Issuer under any applicable bankruptcy, insolvency, winding up, or other similar law now or hereafter in effect and such petition/ filing is admitted

i) Performance of the obligations of the Company under the Transaction Documents becoming unlawful for performance by the Issuer; and

j) Repudiation of any Transaction Document to which the Company is a party or intention of the Company to repudiate any Transaction Document to which the Company it is a party.

k) If it becomes unlawful for the Issuer to perform any of its obligations under the Transaction Documents, or if the Transaction Documents or any part thereof ceases, for any reason whatsoever, to be valid and binding or in full force and effect;

l) Any Governmental Authority takes any action to prevent Issuer from conducting any of its businesses or carrying out its operations in any manner

Provisions related to Cross Default Clause NA

Acceleration redemption option

Upon occurrence of any of the following events (each an “Accelerated Redemption Event”), the Debenture Holders shall be entitled to accelerate the redemption of the Debentures in the manner set out hereinafter:

Occurrence of any Event of Default covered under sub-clause (b,d,k,l) of the above clauses on Events of Default and not cured by the Issuer within a period of 15 (Fifteen) business days from the date of occurrence of such event, or Occurrence of any Event of Default covered under sub-clause (c,e,f,g,h,i) of the above clauses on Events of Default and not cured by the Issuer within a period of 60 (Sixty) business days from the date of occurrence of such event or immediately on occurrence of any Event of Default under sub-clause (a) & (j) of the clause on Events of Default which shall not have any cure period.

The issuer is required to immediately inform the debenture trustee upon becoming aware of any of the above acceleration event. On receipt of such information from the Issuer, or from any other source (after getting the same verified from the issuer) the Debenture Trustee shall inform each of the Debenture Holders of such event through a written communication. Upon receipt of such intimation from the Debenture Trustee, each Debenture Holder shall have the right to exercise the Accelerated Redemption and seek mandatory redemption of the Outstanding Debentures by the Issuer by providing a written notice in this regard to the Debenture Trustee, who shall forward such notice to the Issuer. Any Debenture Holder desirous of exercising the Accelerated Redemption pursuant to occurrence of any of the Accelerated Redemption Event, shall deliver a notice in this regard to the Debenture Trustee within 15 (Fifteen) business days from the date of receipt of such intimation of such event from the Debenture Trustee. The Debenture Trustee shall forward all such notices received from the Debenture Holders for exercise of Accelerated Redemption and the Issuer shall be mandatorily required to redeem the Debentures held by the Debenture Holders who have exercised the Accelerated Redemption within a maximum period of 15 (Fifteen) business days from the date on which the Issuer receives the notice for exercise of the Accelerated Redemption. The amount payable to each Debenture Holder upon exercising the Accelerated Redemption, in relation to the Debentures held by said Debenture Holder, shall be equal to the outstanding face value of the debenture plus coupon accrued on the debenture until but excluding the date of such payment, along with any other penal charges if applicable as per clause titled “Default Interest Rate”

Encl:

‘No Default Statement on the Company Letter Head’

To,

ICRA Limited

Dear Sir/ Madam,

1. We hereby confirm that as on date there are no overdues or default on our listed debt obligations. (Securities).

2. We hereby confirm that as on date there are no overdues or default on our unlisted debt obligations.

(Securities).

3. We also confirm that in the month ended <<Month and Year name>>, there has been no instance of delay in

servicing of our listed debt obligations (Securities).


servicing of our un-listed debt obligations(Securities).


servicing of debt obligations guaranteed by us.

6. We hereby confirm that as on date and in the month ended <<Month and Year name>> there are no over dues

or default on payment of interest/installment obligations on loans from banks/financial institutions.

7. We hereby confirm that as on date there are no over dues or default on payment of interest/installment

obligations on loans from banks/financial institutions which continues beyond 30 days.

8. We hereby confirm that as on date there are no over dues or default on revolving facilities like cash credit, from

banks/financial institutions which continues beyond 30 days.

9. We also confirm that there is no amount remaining unpaid for more than 30 days from the invocation of the

bank guarantee facilities or devolvement of Letters of Credit as on date / in the month ended <<Month and

Year name>> We also confirm that there has not been any instance of devolvement of Letter of Credit in the

month ended <<Month and Year name>>

10. We also confirm that there has been no overdrawal of the drawing power sanctioned by the bank for a period

of more than 30 consecutive days in case of bank facilities which do not have scheduled maturity/repayment

dates.

11. Details of default in payment of interest/installment obligations on loans including revolving facilities like cash

credit from banks/financial institutions and any overdraws beyond what is sanctioned by the bank, beyond 30

days as on date/ in the month ended <<Month and Year name>>, in any of the above case (if any):

Name of

Lender

Nature of

obligation

Date of

Default

Current default

amount

Amount to be

paid

Actual Date of

Payment (if any)

Remarks

Text Term Loan, CC

.

Row 2

12. Details of default in payment of principal/interest obligations as on date/ in the month ended <<Month and

Year name>>, on our listed and unlisted debt obligations (Securities), in any of the above case (if any):

Name of the

Instrument

ISIN Amount to

be paid

Due Date of

Payment

Actual Date

of Payment

Remarks

NCD

Thanking You,

Yours faithfully,

<Authorized Signatory of Issuer>

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

BSE - CONFIDENTIAL

DCS/COMP/SU/IP-PPDI/076/21-22 July 02, 2021

The Company Secretary

ONGC Petro additions Ltd.

4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road,

Alkapuri, Vadodara-390007, Gujarat

Dear Sir,

Re: Private Placement of Unsecured, Listed, Redeemable, Rated, Taxable, Non-Cumulative Non-

Convertible Debentures of face value of Rs. 10.00 lakh each (“Debentures”) for cash at par under series

VII, through option A up to Rs. 105 crores with greenshoe option of Rs. 635 crores and option B up to Rs.

105 crores with greenshoe option of Rs. 635 crores and overall issue size shall not exceed Rs. 740 crores.

We acknowledge receipt of your application on the online portal on July 01, 2021 seeking In-principle approval for

issue of captioned security. In this regard, the Exchange is pleased to grant in-principle approval for listing of

captioned security subject to fulfilling the following conditions at the time of seeking listing:

1. Filing of listing application.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format

specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities including

SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations, directions, circulars of the Exchange, SEBI or any other

statutory authorities, documentary requirements from time to time

6. Compliance with below mentioned circular dated June 10, 2020 issued by BSE before opening of the issue to

the investors.:

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20200610-31

7. Issuers, for whom use of EBP is not mandatory, specific attention is drawn towards compliance with Para 3.6 of

SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 and BSE Circular No 20210519-29 dated

May 19, 2021. Accordingly, Issuers of privately placed debt securities in terms of ILDS Regulations or ILDM

Regulations for whom accessing the electronic book platform (EBP) is not mandatory shall upload details of the

issue with any one of the EBPs within one working day of such issuance. The details can be uploaded using the

following links Electronic Issuance - Bombay Stock Exchange Limited (bseindia.com)

This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange reserves

its right to withdraw its in-principle approval at any later stage if the information submitted to the Exchange is found

to be incomplete/ incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the

Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidelines/Regulations

issued by the statutory authorities etc. Further, it is subject to payment of all applicable charges levied by the

Exchange for usage of any system, software or similar such facilities provided by BSE which the Company shall

avail to process the application of securities for which approval is given vide this letter.

Yours faithfully,

For BSE Limited

Sd/- Sd/- Rupal Khandelwal Raghavendra Bhat

Senior Manager Deputy Manager

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20200610-31

https://bond.bseindia.com/Issuer_Registration.aspx

Addressed to: ___________________________________________________________________________________________________________________________ Application Form No:______

ONGC Petro additions Limited (OPaL) (A Joint Venture of ONGC & GAIL)

Address: 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Tele No : 0265-6192600 Fax No : 0265-6192666 Email: [email protected]

Website : www.opalindia.in CIN: U23209GJ2006PLC060282

For Office Use Only Date of Receipt of Application

/ / 2 1 Date of Clearance of Funds

/ / 2 1

APPLICATION FORM FOR _____________________________________________

Dear Sirs, Sub.: Issue of Unsecured, Listed, Redeemable, Rated, Taxable, Non-Cumulative Non-Convertible Debentures of face value of Rs. 10.00 lakh each (“debentures”) for cash at par under Series VII, through Option A up to Rs. 105 Crores with Greenshoe Option of Rs. 635 Crores and Option B up to Rs. 105 crores with Greenshoe Option of Rs. 635 Crores and on private placement basis. Overall issue size is Rs. 740 crores. Having read, understood and agreed to the contents and terms and conditions of Private Placement Offer Letter and Information Memorandum dated 07 July 2021, we hereby offer to invest in the above Debentures on Private Placement basis as per the terms and conditions agreed and accordingly apply for the number of Debentures as given below. The amount payable on application as shown below is remitted herewith.

INVESTMENT DETAILS: (PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)

BOND APPLIED FOR SERIES: Series VII-Option A Series VII-Option B

Face Value/ Issue Price Rs 10,00,000/- Per Bond Rs 10,00,000/- Per Bond

Minimum Application 1 (One) Debenture and in

multiples of 1 (One) thereafter.

1 (One) Debenture and in multiples of 1 (One)

thereafter.

Amount payable per Bonds(i) Rs 10,00,000/- Per Bond Rs 10,00,000/- Per Bond

No. of Bonds Applied For (ii)

Total Amount Payable (Rs.) (in fig) (i) x (ii)

Total Amount Payable (in words)

Mode of Payment (RTGS/ NEFT/Electronic Transfer - ET)

UTR / NEFT / ET number

Date of Payment

Bank A/C Number of applicant from which payment is to be made*

Name of the Remitting Bank, Branch of the Bank & IFSC Code*

APPLICANT’S DETAILS:

SOLE/FIRST APPLICANT’S NAME IN FULL SIGNATORY/AUTHORISED SIGNATORY*

SECOND APPLICANT’S NAME

THIRD APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient)

PIN CODE TEL FAX E-MAIL:

SOLE/ FIRST APPLICANT CATEGORY (Tick one)* Scheduled Commercial Bank Co-operative Bank Public Financial Institution Mutual Fund Insurance Company Company/ Body Corporate Primary/ State/ District/ Central Co-operative Bank Provident/ Pension /Gratuity/Superannuation Fund Regional Rural Bank Others (please specify)

INVESTOR TYPE (tick whichever is applicable)*

Qualified Institutional Buyers (“QIBs”) Non-Qualified Institutional Buyers (“Non-QIBs”)

SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions)* INCOME TAX DETAILS (Ref. Instructions)*



Bank Name Particulars Sole/ First Applicant

Second Applicant

Third Applicant

Branch P.A,N./ G.I.R. NO. (enclosed copy)

City

Account Number

I.T. Circle/ Ward/ District No.

RTGS /IFSC Code

Type of Account

Savings Current Others

I / We undertake that the remittance of application money against our subscription in the issue as per application form has been remitted from a Bank Account in my/ our own name.

TAX DEDUCTION STATUS (Please tick one)*

Fully exempt (Please furnish exemption certificate) Tax to be deducted at source

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION NAME OF THE AUTHORISED SIGNATORY(IES) DESIGNATION SIGNATURE 1.

1.

2.

2.

3.

3.

4.

4.

DETAILS FOR ISSUE OF BONDS IN ELECTRONIC/ DEMATERIALISED FORM* APPLICANT’S SIGNATURE(S)

Depository Name (please tick) NSDL CDSL SOLE/ FIRST APPLICANT

Depository Participant Name DP-ID Number Client-ID

SECOND APPLICANT

Beneficiary Account Number

Name of the Applicant THIRD APPLICANT

*-----------*-----------*-------------*------------*-----------*-----------(Tear Here)-----------*-------------*-------------*-----------*-----------*

ONGC Petro additions Limited (OPaL) (A Joint Venture of ONGC & GAIL)

Address: 4th Floor, 35, Nutan Bharat Co-operative Housing Society Limited, R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Tele No : 0265-6192600 Fax No : 0265-6192666 Email: [email protected] Website : www.opalindia.in CIN: U23209GJ2006PLC06022

Received from M/s……………………………………………………………………………………..…………………………………………………………..Address………………………………………….…………………………………………………………..………………………………………………………………………………………………………….City……………………….……..Pin………………….

BOND APPLIED FOR SERIES: Series VII-Option A Series VII-Option B

Face Value/ Issue Price Rs 10,00,000/- Per Bond Rs 10,00,000/- Per Bond

Minimum Application 1 (One) Debenture and in

multiples of 1 (One) thereafter.

1 (One) Debenture and in multiples of 1 (One)

thereafter.

Amount payable per Bonds(i) Rs 10,00,000/- Per Bond Rs 10,00,000/- Per Bond

No. of Bonds Applied For (ii)

Total Amount Payable (Rs.) (in fig) (i) x (ii)

Total Amount Payable (in words)

Mode of Payment (RTGS/ NEFT/Electronic Transfer - ET)

UTR / NEFT / ET number

Date of Payment

Bank A/C Number of applicant from which payment is to be made*

Name of the Remitting Bank, Branch of the Bank & IFSC Code*

ACKNOWLEDGEMENT SLIP



I N S T R U C T I O N S

1. Application forms must be completed and full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the

name:

A B C D W X Y Z

2. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorized official of a Bank

or by a Magistrate / Notary Public under his/her official seal.

3. The remittance of application money to be made through Electronic transfer of funds through RTGS mechanism for credit as per details given

hereunder:

All investors have to do funds pay-in to the bank accounts of the Indian Clearing Corporation Limited, details of which as mentioned on BSE EBP.

Name of the Bank ICICI BANK YES BANK HDFC BANK

Name of the Beneficiary INDIAN CLEARING CORPORATION LTD INDIAN CLEARING CORPORATION LTD INDIAN CLEARING CORPORATION LTD

IFSC Code ICIC0000106 YESB0CMSNOC HDFC0000060

Bank Account No. ICCLEB ICCLEB ICCLEB

Mode NEFT/RTGS NEFT/RTGS NEFT/RTGS

4. *As per the Rule 14 ( 1) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014, the payment to be made for subscription to

securities shall be made from the bank account of the applicant subscribing to such securities and ONGC Petro additions Ltd. (The “Issuer”)

shall keep the record of the Bank account from where such payments for subscriptions have been received. If the securities are to be held

jointly, the payment is to be made from the account in the name of applicant whose name appears first in the application form.

5. Cash, Stock Invest, outstation cheques, money orders, postal orders etc. will NOT be accepted.

6. Receipt of application will be acknowledged by Bankers stamping the “Acknowledgement Slip” appearing below the Application Form. No

separate receipt will be issued.

7. The PAN / GIR No. and IT Circle / Ward / District of the Sole / First Applicant and all Joint Applicants(s) should be mentioned in the

Application Form. In case neither the PAN nor GIR Number has been allotted, the fact of non - allotment should be mentioned in the space

provided and Form 60 should be submitted duly signed. In absence of PAN no. it may be noted that TDS will be deducted at a higher rate if

applicable.

8. The application would be accepted as per the terms of the scheme outlined in the Private Placement Offer Letter/Disclosure Document dated

07 July 2021.

9. All communications will be addressed to the applicant whose name appears first in the application form.

10. Those desirous of claiming tax exemptions on interest on application money are compulsorily required to submit a certificate issued by the

Income Tax Officer/relevant declaration forms (as per Income Tax Act, 1961) along with the Application Form. In case the above documents

are not enclosed with the application form. TDS will be deducted on interest on application money. For subsequent interest payments, such

certificates have to be submitted periodically.

11. Applicant should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the appropriate place in the

Application Form. The Issuer will take necessary steps to credit the Depository Account of the allottee(s) with the number of Bonds allotted.

12. Please give the Complete Bank details like Bank Account Number, IFSC Code, Name of the Bank and Branch and Branch Code in the Column of

Bank details.

13. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss / misplacement, applicants are requested to

mention the full particulars of their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the

sole / first applicant’s account. Cheque(s) will be issued as per the details in the register of Debenture holders at the risk of the sole / first

applicant at the address registered with Issuer

14. The applications would be scrutinized and accepted as per the provisions of the terms and conditions of the Private Placement, and as

prescribed under the other applicable statues / guidelines etc. Issuer is entitled, at its sole and absolute discretion, to accept or reject any

application, in part or in full, without assigning any reason whatsoever. An application form, which is not complete in any respect, is liable to be

rejected.

15. In the case of applications made under Power of Attorney or by limited companies, corporate bodies, registered societies, trusts etc., following

documents (attested by Company Secretary/ directors) must be lodged along with the application or sent directly to ONGC Petro additions Ltd.

along with a copy of the Application Form.

1. Certificate of incorporation and Memorandum & Articles of Association 2. Resolution of the Board of Directors/trustees and identification of those who have authority to operate

3. Certified True Copy of Power of attorney granted to transact business on its behalf. 4. Form 15AA for investors seeking exemption for Tax deduction at source from interest on the application money. 5. Any officially valid document to identify the trustees, settlers, beneficiaries and those holding Power of Attorney 6. Resolution of the managing body of the foundation/association 7. Certificate of registration 8. Documentary evidence of the Demat details and DP ID to be submitted by the investor along with application form. 9. The applicants are requested to clearly indicate the DP ID and Client ID details. In case these details are not filled up correctly, the investor

shall have to bear the charges levied by NSDL for getting the credit Corporate Action conducted again. 10. Copy of PAN card 11. Any other document as may be required to fulfill KYC Requirement.

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ONGC Petro additions Limited (OPaL)

Documents

Transcript of ONGC Petro additions Limited (OPaL)