Obligation Bharat Petrolium 4% ( XS1227064430 ) en USD

Bharat Petrolium

99.83 % ▲

Inde

XS1227064430 ( en USD )

4% par an ( paiement semestriel )

07/05/2025 - Obligation échue

Prospectus brochure de l'obligation Bharat Petroleum XS1227064430 en USD 4%, échue

Bharat Petroleum Corporation Limited (BPCL) est une société publique indienne intégrée d'énergie, active dans l'exploration et la production, le raffinage, la distribution et la commercialisation de produits pétroliers.

L'Obligation émise par Bharat Petrolium ( Inde ) , en USD, avec le code ISIN XS1227064430, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/05/2025

OFFERING CIRCULAR
BHARAT PETROLEUM CORPORATION LIMITED
(incorporated with limited liability in the Republic of India)
U.S.$2,000,000,000
Medium Term Note Programme
Under the U.S.$2,000,000,000 Euro Medium Term Note Programme (the Programme), Bharat Petroleum Corporation Limited (BPCL) and any New
Issuer (as defined herein) (the Issuers, and each an Issuer), subject to compliance with all relevant laws, regulations and directives, may from time
to time issue notes (the Notes) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Notes
may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes). Notes issued by any New Issuer (as defined herein)
(the Guaranteed Issuer) will be guaranteed by BPCL (in such capacity, the Guarantor). The aggregate nominal amount of Notes outstanding will
not at any time exceed U.S.$2,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described
herein.
The Programme Agreement, the Trust Deed and the Agency Agreement (each as defined herein) each contain provisions enabling BPCL to, from time
to time, nominate any subsidiary (as defined in the Conditions) of BPCL as an additional issuer (a New Issuer) to issue Notes. It is intended that
such New Issuer shall accede to the terms of the Programme by executing, inter alia, a new issuer programme accession letter, a supplemental trust
deed and a supplemental agency agreement, and thereafter, shall become, and be treated as, an issuer for the purpose of the Programme. In such event,
BPCL and such additional New Issuer shall make available a supplemental Offering Circular in relation to such accession. Unless and until a
supplemental Offering Circular is published providing details of the accession of a New Issuer under the Programme, references in this Offering
Circular to "the Issuer" should be taken as references to BPCL only.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any further Dealer
appointed under the Programme from time to time by the relevant Issuer (each a Dealer and together the Dealers), which appointment may be for
a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe to such Notes.
Approval-in-principle has been granted for the listing and quotation of Notes that may be issued pursuant to the Programme and which are agreed
at or prior to the time of issue thereof to be so listed on the Singapore Exchange Securities Trading Limited (the SGX-ST). Such permission will be
granted when such Notes have been admitted to the Official List of the SGX-ST (the Official List). The SGX-ST assumes no responsibility for the
correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List and quotation of any Notes
on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Programme or the Notes. Notice of the aggregate nominal amount
of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are
applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a pricing supplement (the Pricing
Supplement) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST on or before the date of issue of the Notes
of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant
Dealer. The Issuer may also issue unlisted Notes.
The Issuer may agree with any Dealer and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the SGX-ST) a supplementary Offering Circular, if
appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
See "Investment Considerations" for a discussion of certain factors to be considered in connection with an investment in the Notes.
Notes to be listed on the SGX-ST will be accepted for clearance through Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, socie´te´
anonyme (Clearstream, Luxembourg).
Each Tranche of Bearer Notes of each Series (as defined in "Form of the Notes") will initially be represented by either a temporary bearer global note
(a Temporary Bearer Global Note) or a permanent bearer global note (a Permanent Bearer Global Note and, together with a Temporary Bearer
Global Note, the Bearer Global Notes, and each a Bearer Global Note) as indicated in the applicable Pricing Supplement, which, in either case, will
be delivered on or prior to the original issue date of the Tranche to a common depositary (the Comm on Depositary) for Euroclear and Clearstream,
Luxembourg. On and after the date (the Exchange Date) which, for each Tranche in respect of which a Temporary Bearer Global Note is issued, is
40 days after the Temporary Bearer Global Note is issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon
a request as described therein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) definitive Bearer Notes of the same
Series.
Registered Notes sold in an "offshore transaction" within the meaning of Regulation S (Regulation S) under the U.S. Securities Act of 1933, as
amended (the Securities Act), which will be sold outside the United States (U.S.) and, in certain circumstances, only to non-U.S. persons (as defined
in Regulation S), will initially be represented by a global note in registered form, without receipts or coupons, (a Registered Global Note) deposited
with a common depositary for Euroclear and Clearstream, Luxembourg, and registered in the name of a nominee of such common depositary.
Prior to expiry of the distribution compliance period (as defined in Regulation S) (the Distribution Compliance Period) (if any) applicable to each
Tranche of Notes, beneficial interests in the Notes may not be offered or sold to, or for the account or benefit of, a U.S. person, save as otherwise
provided in the Terms and Conditions of the Notes and may not be held otherwise than through Euroclear or Clearstream, Luxembourg.
The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will be exchangeable for definitive Bearer Notes in certain
limited circumstances.
This Offering Circular has not been and will not be registered as a prospectus or a statement in lieu of a prospectus in respect of a public offer,
information memorandum or private placement offer letter or any other offering material with the Registrar of Companies in India in accordance with
the Companies Act, 1956, as amended and replaced from time to time, the Companies Act, 2013, as amended and other applicable Indian laws for
the time being in force. This Offering Circular has not been and will not be reviewed or approved by any regulatory authority in India, including,
but not limited to, the Securities and Exchange Board of India, any Registrar of Companies or any stock exchange in India. This Offering Circular
and the Notes are not and should not be construed as an advertisement, invitation, offer or sale of any securities whether to the public or by way of
private placement to any person resident in India. The Notes have not been and will not be, offered or sold to any person resident in India. If you
purchase any of the Notes, you will be deemed to have acknowledged, represented and agreed that you are eligible to purchase the Notes under
applicable laws and regulations and that you are not prohibited under any applicable law or regulation from acquiring, owning or selling the Notes.
See "Subscription and Sale".
The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction
of the United States and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within
the United States or, in certain circumstances, to U.S. persons (as defined in Regulation S under the Securities Act). The Notes are being offered
outside the United States in reliance on Regulation S under the Securities Act. Bearer Notes are subject to U.S. tax law requirements. See
"Subscription and Sale".
Sole Arranger and Dealer
The Royal Bank of Scotland
The date of this Offering Circular is 27 January 2015.

The Issuer accepts responsibility for the information contained in this Offering Circular. To the
best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such
is the case) the information contained in this Offering Circular is in accordance with the facts and does
not omit anything that would make the statements therein, in light of the circumstances under which
they were made, misleading. The Issuer, having made all reasonable enquiries, confirms that this
Offering Circular contains or incorporates all information which is material in the context of the
Programme and the Notes, that the information contained or incorporated in this Offering Circular is
true and accurate in all material respects and is not misleading, that the opinions and intentions
expressed in this Offering Circular are honestly held and that there are no other facts the omission of
which would make this Offering Circular or any of such information or the expression of any such
opinions or intentions misleading. The Issuer accepts responsibility accordingly.
No person is or has been authorised by the Issuer to give any information or to make any
representation other than those contained in this Offering Circular or any other information supplied
in connection with the Programme or the Notes and, if given or made by any other person, such
information or representations must not be relied upon as having been authorised by the Issuer, any
of the Arrangers or the Dealers or the Trustee.
Neither the Arrangers, the Dealers nor the Trustee (as defined herein) has separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility or liability is accepted by any of the Arrangers or the Dealers,
the Trustee or any of them as to the accuracy or completeness of the information contained or
incorporated in this Offering Circular or any other information provided by the Issuer in connection
with the Programme.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation by the Issuer, any of the Arrangers or the Dealers or the
Trustee that any recipient of this Offering Circular or any other information supplied in connection
with the Programme or any Notes should purchase any of the Notes. Each investor contemplating
purchasing any of the Notes should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Offering Circular
nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer, any of the Arrangers or the Dealers or
the Trustee to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall
in any circumstances imply that the information contained herein concerning the Issuer is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the
same. To the fullest extent permitted by law, the Arrangers, the Dealers, and the Trustee do not accept
any responsibility for the contents of this Offering Circular. Each of the Arrangers, the Dealers, and
the Trustee accordingly disclaims all and any liability whether arising in tort or contract or otherwise
which it might otherwise have in respect of this Offering Circular or any such statement. The
Arrangers, the Dealers and the Trustee expressly do not undertake to review the financial condition
or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference into this Offering Circular when deciding whether or not to
purchase any Notes.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to
buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale
of Notes may be restricted by law in certain jurisdictions. The Issuer, the Arrangers, the Dealers
and the Trustee do not represent that this Offering Circular may be lawfully distributed, or that
any Notes may be lawfully offered, in compliance with any applicable registration or other
i

requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, any of the Arrangers or the Dealers or the Trustee which
would permit a public offering of any Notes or distribution of this Offering Circular in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Circular and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering
Circular and the offer or sale of Notes in the United States, the European Economic Area
(including the United Kingdom, Italy and the Netherlands), India, Singapore, Japan and Hong
Kong, see "Subscription and Sale".
None of the Issuer, the Arrangers, the Dealers and the Trustee makes any representation to
any investor in the Notes regarding the legality of its investment under any applicable laws. Any
investor in the Notes should be able to bear the economic risk of an investment in the Notes for
an indefinite period of time.
There are restrictions on the offer and sale of the Notes in the United Kingdom. All applicable
provisions of the Financial Services and Market Act 2000 (FSMA) with respect to anything done by
any person in relation to the Notes in, from or otherwise involving the United Kingdom must be
complied with. See "Subscription and Sale".
In connection with the offering of any series of Notes, each Dealer is acting or will act for the
Issuer in connection with the offering and no-one else and will not be responsible to anyone other than
the Issuer for providing the protections afforded to clients of that Dealer nor for providing advice in
relation to any such offering.
This Offering Circular does not describe all of the risks and investment considerations (including
those relating to each investor's particular circumstances) of an investment in Notes of a particular
issue. Each potential purchaser of Notes should refer to and consider carefully the relevant Pricing
Supplement for each particular issue of Notes, which may describe additional risks and investment
considerations associated with such Notes. The risks and investment considerations identified in this
Offering Circular and the applicable Pricing Supplement are provided as general information only.
Investors should consult their own financial and legal advisers as to the risks and investment
considerations arising from an investment in an issue of Notes and should possess the appropriate
resources to analyse such investment and the suitability of such investment in their particular
circumstances. Each person receiving this Offering Circular acknowledges that such person has not
relied on the Arrangers, the Dealers, or the Trustee or any person affiliated with the Arrangers, the
Dealers, or the Trustee in connection with its investigation of the accuracy of such information or its
investment decision.
For a description of other restrictions, see "Subscription and Sale".
ii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Issuer maintains its financial books and records and prepares its financial statements
in Rupees in accordance with generally accepted accounting principles in the Republic of India
(Indian GAAP) which differ in certain important respects from International Financial
Reporting Standards as issued by the International Accounting Standards Board (IFRS). For a
discussion of the principal differences between Indian GAAP and IFRS as they relate to the
Issuer, see "Summary of Significant Differences Between Indian GAAP and IFRS". Unless
otherwise stated, all financial data contained herein is that of the Issuer, its subsidiaries and joint
venture companies on a consolidated basis. The financial statements for the years ended 31
March 2013 and 31 March 2014 included in this Offering Circular have been audited by the
auditors as set out in paragraphs 6 and 7, respectively, of the section entitled "General
Information". Please see the auditors' report for the year ended 31 March 2014 on pages F-7 to
F-8 and the auditors' report for the year ended 31 March 2013 on pages F-46 to F-47. The
unaudited, reviewed financial statements of the Issuer for the six m onths ended 30 September
2014 have been reviewed by the auditors as set out in paragraph 8 of the section entitled "General
Information", and the auditors' review report, is set out on pages F-2 to F-3.
CERTAIN DEFINITIONS
In this Offering Circular, references to India are to the Republic of India, references to the
Government are to the Government of India and references to the RBI are to the Reserve Bank of
India. References to specific data applicable to particular subsidiaries or other consolidated entities
are made by reference to the name of that particular entity. References to fiscal or fiscal year are to
the year ending on 31 March.
Unless the context otherwise indicates, all references to BPCL or the Issuer are to Bharat
Petroleum Corporation Limited and its subsidiaries and joint venture companies on a consolidated
basis.
Industry and market share data in this Offering Circular are derived from various government and
private publications or obtained in communications with government ministries in India. Industry
publications generally state that the information contained in those publications has been obtained
from sources believed to be reliable but that their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Although the Issuer believes that the industry data used in this
Offering Circular is reliable and takes responsibility for the accurate extraction of such data from
publicly available sources, it has not been independently verified by the Issuer, the Arrangers, the
Dealers or the Trustee.
As used in this Offering Circular, the terms, Tenth Plan, Eleventh Plan, Twelfth Plan and
Thirteenth Plan refer to the five year plans of the Government, and mean the Tenth Five Year Plan
covering the period fiscal 2002-2007, the Eleventh Five Year Plan covering the period fiscal
2007-2012, the Twelfth Five Year Plan covering the period 2012-2017 and the Thirteenth Five Year
Plan covering the period 2017-2022, respectively.
All references in this document to U.S. dollars, U.S.$ and $ refer to United States dollars, to
Rupee, Rupees, INR, Rs. and ` refer to Indian Rupees and to SGD refers to Singapore dollars. In
addition, references to Sterling, GBP and £ refer to pounds sterling and to euro, EUR and C
= refer
to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Community, as amended.
iii

References to crores and lakhs in the Issuer's financial statements are to the following:
One lakh . . . . . . . . . . . . . . . . . . . .
100,000
(one hundred thousand)
One crore . . . . . . . . . . . . . . . . . . . .
10,000,000
(ten million)
Ten crores . . . . . . . . . . . . . . . . . . .
100,000,000
(one hundred million)
One hundred crores . . . . . . . . . . . .
1,000,000,000
(one thousand million or one billion)
In this Offering Circular, where information has been presented in millions or billions of units,
amounts may have been rounded, in the case of information presented in millions, to the nearest ten
thousand or one hundred thousand units or, in the case of information presented in billions, one, ten
or one hundred million units. Accordingly, the totals of columns or rows of numbers in tables may not
be equal to the apparent total of the individual items and actual numbers may differ from those
contained herein due to rounding.
FORWARD-LOOKING STATEMENTS
The Issuer has included statements in this Offering Circular which contain words or phrases such
as "will", "would", "aimed", "is likely", "are likely", "believe", "expect", "expected to", "will
continue", "will achieve", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to",
"seeking to", "target", "propose to", "future", "objective", "goal", "projected", "should", "can",
"could", "may" and similar expressions or variations of such expressions, that are "forward-looking
statements". Actual results may differ materially from those suggested by the forward-looking
statements due to certain risks or uncertainties associated with the expectations of the Issuer with
respect to, but not limited to, regulatory changes relating to the oil and gas in India and the Issuer's
ability to respond to them, the Issuer's ability to successfully implement its strategy, the Issuer's
growth and expansion, including the Issuer's ability to complete its capacity expansion plans,
technological changes, the Issuer's exposure to market risks, general economic and political
conditions in India which have an impact on the Issuer's business activities or investments, the
monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates,
foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets
in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in
competition in the Issuer's industry.
For a further discussion on the factors that could cause actual results to differ, see the discussion
under "Investment Considerations" contained in this Offering Circular.
ENFORCEMENT OF FOREIGN JUDGMENTS IN INDIA
The Issuer is a limited liability public company incorporated under the laws of India. All of the
Issuer's directors and executive officers named herein are residents of India and all or a substantial
portion of the assets of the Issuer and such persons are located in India. As a result, it may not be
possible for investors to effect service of process on the Issuer or such persons in jurisdictions outside
of India, or to enforce against them judgments obtained in courts outside of India predicated upon civil
liabilities of the Issuer or such directors and executive officers under laws other than Indian law,
including any judgment predicated upon United States federal securities laws. There is doubt as to the
enforceability in India in original actions or in actions for enforcement of judgments of United States
courts of civil liabilities predicated solely upon the federal securities laws of the United States.
India is not a party to any international treaty in relation to the recognition or enforcement of
foreign judgments. The Issuer understands that the statutory basis for recognition and enforcement of
foreign judgments is provided for under section 13 and section 44A of the Indian Code of Civil
Procedure, 1908 (the Civil Code). Section 44A of the Civil Code provides that where a foreign
judgment has been rendered by a superior court in any country or territory outside India which the
Government has by notification declared to be a reciprocating territory, it may be enforced in India
by proceedings in execution as if the judgment had been rendered by the relevant court in India.
iv

However, section 44A of the Civil Code is applicable only to monetary decrees not being in the nature
of any amounts payable in respect of taxes or other charges of a like nature or in respect of a fine or
other penalty and is not applicable to arbitration awards, even if such awards are enforceable as a
decree or judgment.
The United States has not been declared by the Government to be a reciprocating territory for
the purposes of section 44A of the Civil Code. However, the United Kingdom has been declared by
the Government to be a reciprocating territory and the High Courts in England as the relevant superior
courts. Accordingly, a judgment of a court in the United States may be enforced only by a fresh suit
upon the judgment and not by proceedings in execution whereas, a judgment of a superior court in the
United Kingdom may be enforceable by proceedings in execution, and a judgment not of a superior
court, by a fresh suit resulting in a judgment or order. A judgment of a court in a jurisdiction which
is not a reciprocating territory may be enforced only by a new suit upon the judgment and not by
proceedings in execution. Section 13 of the Civil Code provides that a foreign judgment shall be
conclusive as to any matter thereby directly adjudicated upon except: (i) where it has not been
pronounced by a court of competent jurisdiction; (ii) where it has not been given on the merits of the
case; (iii) where it appears on the face of the proceedings to be founded on an incorrect view of
international law or a refusal to recognise the law of India in cases where such law is applicable; (iv)
where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where
it has been obtained by fraud; or (vi) where it sustains a claim founded on a breach of any law in force
in India. The suit must be brought in India within three years from the date of the judgment in the same
manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India
would award damages on the same basis as a foreign court if an action is brought in India.
Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the
amount of damages awarded as excessive or inconsistent with Indian practice. A party seeking to
enforce a foreign judgment in India is required to obtain approval from the RBI under the Foreign
Exchange Management Act, 1999 to repatriate outside India any amount recovered pursuant to
execution. Any judgment in a foreign currency would be converted into Rupees on the date of the
judgment and not on the date of the payment. Also, a party may file suit in India against the Issuer,
its directors or its executive officers as an original action.
v

GLOSSARY OF TERMS USED IN THIS OFFERING CIRCULAR
Below are certain terms relating to the oil and gas sector used in this Offering Circular.
Unless otherwise indicated in the context, references to:
ATF refers to aviation turbine fuel.
CBFS refers to carbon black feed stock.
CDU refers to Crude Distillation Unit.
FO refers to fuel oil.
HSD refers to high speed diesel.
km refers to kilometre.
LABFS refers to linear alkyl benzene feedstock.
LDO refers to light diesel oil.
LNG refers to liquefied natural gas.
LPG refers to liquefied petroleum gas.
LSHS refers to low sulphur heavy stock.
MMSCMD refers to million metric standard cubic metre per day.
MMT refers to million metric tonnes.
MMTPA refers to million metric tonnes per annum.
MS refers to motor spirit.
MTO refers to mineral turpentine oil.
RLNG refers to regassified liquid natural gas.
SKO refers to superior kerosene oil.
vi

CONTENTS
Page
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
General Description of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Management and Shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Overview of the Oil Industry in India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Relationship with the Government and Regulatory Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Subscription and Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
Summary of Significant Differences Between Indian GAAP and IFRS . . . . . . . . . . . . . . . . . . . 159
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named
as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Pricing Supplement may over-allot or effect transactions with a view to supporting the
market price of the Notes of the Series (as defined below) of which such Tranche forms part at
a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws and rules.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be
deemed to be incorporated in, and to form part of, this Offering Circular:
(a)
the most recently published audited consolidated and non-consolidated annual financial
statements and, if published later, the most recently published audited or reviewed, as the
case may be, interim non-consolidated financial results of the Issuer, (see "General
Information" for a description of the financial statements currently published by the
Issuer); and
(b)
all supplements or amendments to this Offering Circular circulated by the Issuer from time
to time.
Any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering
Circular to the extent that a statement contained in any such subsequent document which is deemed
to be incorporated by reference herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Offering Circular.
The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular
has been delivered, upon the request of such person, a copy of any or all of the documents deemed
to be incorporated herein by reference unless such documents have been modified or superseded as
specified above. Requests for such documents should be directed to the Issuer at its office set out at
the end of this Offering Circular. In addition, such documents will be available free of charge from
the principal office of the principal paying agent in London (which for the time being is Citibank,
N.A.) (the Principal Paying Agent) for the Notes listed on the SGX-ST.
If the terms of the Programme are modified or amended in a manner which would make this
Offering Circular, as so modified or amended, inaccurate or misleading, to an extent which is material
in the context of the Programme, a new offering circular will be prepared.
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GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any
currency, subject as set out herein. A summary of the terms and conditions of the Programme and the
Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and the
relevant Dealer prior to the issue of the Notes and will be set out in the Terms and Conditions of the
Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Pricing Supplement attached to, or endorsed on, such Notes, as more
fully described under "Form of the Notes".
This Offering Circular and any supplement will only be valid for listing Notes on the SGX-ST
in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding
of all Notes previously or simultaneously issued under the Programme, does not exceed
U.S.$2,000,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S. dollar
equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time:
(a)
the U.S. dollar equivalent of Notes denominated in another Specified Currency (as
specified in the applicable Pricing Supplement in relation to the relevant Notes, described
under "Form of the Notes") shall be determined, at the discretion of the Issuer, either as of
the date on which agreement is reached for the issue of Notes or on the preceding day on
which commercial banks and foreign exchange markets are open for business in London, in
each case on the basis of the spot rate for the sale of the U.S. dollar against the purchase
of such Specified Currency in the London foreign exchange market quoted by any leading
international bank selected by the Issuer on the relevant day of calculation;
(b)
the U.S. dollar equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid
Notes (each as specified in the applicable Pricing Supplement in relation to the relevant
Notes, described under "Form of the Notes") shall be calculated in the manner specified
above by reference to the original nominal amount on issue of such Notes (in the case of
Partly Paid Notes regardless of the subscription price paid); and
(c)
the U.S. dollar equivalent of Zero Coupon Notes (as specified in the applicable Pricing
Supplement in relation to the relevant Notes, described under "Form of the Notes") and
other Notes issued at a discount or a premium shall be calculated in the manner specified
above by reference to the net proceeds received by the Issuer for the relevant issue.
The offering of the Notes will be made entirely outside India. This Offering Circular may not be
distributed directly or indirectly in India or to residents of India and the Notes are not being offered
or sold and may not be offered or sold directly or indirectly in India or to, or for the account or benefit
of, any resident of India.
Each purchaser of Notes will be deemed to represent that it is neither located in India nor a
resident of India and that it is not purchasing for, or for the account or benefit of, any such person,
and understands that the Notes may not be offered, sold, pledged or otherwise transferred to any
person located in India, to any resident of India or to, or for the account of, such persons, unless
determined otherwise in compliance with applicable law.
The Issuer will issue Notes under the Programme in accordance with applicable laws including
without limitation the ECB Guidelines.
The Government does not provide any guarantee or financial support in relation to any payment
or obligation in respect of the Notes and has no commitment or obligation whatsoever in relation to
any payment or obligation in respect of the Notes.
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