DRAFT LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you, being an Eligible Shareholder of Oil India Limited (the Company) as on the
Record Date in accordance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as
subsequent amendments thereof. If you require any clarifications about the action to be taken, you may consult your
stockbroker or investment consultant or the Manager to the Buyback Offer i.e. IDBI Capital Markets & Securities Limited or
the Registrar to the Buyback Offer i.e. Karvy Computershare Private Limited. Please refer to the section on Definitions for
the definition of the capitalized terms used herein.

Registered Office: Duliajan, Distt. Dibrugarh, Assam 786602, India

Corporate Office: Plot No. 19, Sector 16A, Noida 201301, Uttar Pradesh, India
CIN: L11101AS1959GOI001148
Contact Person: Shri. S. K. Senapati (Company Secretary)
Tel: 0120-2419000 | Fax: 0120-2488310 | Email: [email protected] | Website: www.oil-india.com
CASH OFFER FOR BUYBACK OF NOT EXCEEDING 4,49,12,000 (FOUR CRORE FORTY NINE LAKH TWELVE
THOUSAND) FULLY PAID-UP EQUITY SHARES OF FACE VALUE `10 EACH, REPRESENTING 5.60% OF THE
TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL
OF THE COMPANY, FROM ALL THE EXISTING SHAREHOLDERS/ BENEFICIAL OWNERS OF EQUITY SHARES
OF THE COMPANY AS ON THE RECORD DATE i.e. WEDNESDAY, APRIL 5, 2017 ON A PROPORTIONATE BASIS,
THROUGH THE TENDER OFFER PROCESS AT A PRICE OF `340 (RUPEES THREE HUNDRED FORTY ONLY)
PER EQUITY SHARE FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING `1527.01 CRORE (RUPEES
ONE THOUSAND FIVE HUNDRED TWENTY SEVEN CRORE AND ONE LAKH ONLY)
1) The Buyback is in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies
Act, 2013, as amended, the Companies (Share Capital and Debentures) Rules, 2014, as amended to the extent applicable and in
accordance with Article 19 of the Articles of Association of the Company and in accordance with Regulation 4(1)(a) and other
applicable provisions contained in the Buyback Regulations and subject to such other approvals, permissions and sanctions as
may be necessary, from time to time from statutory, regulatory or governmental authorities under applicable laws including but
not limited to SEBI, the Stock Exchanges and Reserve Bank of India etc.
2) The Buyback Offer Size which is not exceeding ` 1527.01 crore (Rupees One Thousand Five Hundred Twenty Seven Crore and
One Lakh only) represents 7.00% and 6.93% of the aggregate of the fully paid-up equity share capital and free reserves as per
the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2016,
respectively (the last audited financial statements available as on the date of the Board Meeting approving the Buyback) and is
within the statutory limits of 10% of the aggregate of the fully paid-up equity share capital and free reserves as per standalone
audited financial statements of the Company under the Board of Directors approval route as per the provisions of the Companies
Act, 2013.
3) The Letter of Offer is sent to the Eligible Shareholders as on the Record Date i.e. Wednesday, April 5, 2017.
4) The procedure for acceptance is set out in paragraph 20 (Procedure for Tender Offer and Settlement) on page 31, of this Draft
Letter of Offer. The Tender Form is enclosed together with this Draft Letter of Offer.
5) For mode of payment of cash consideration to the Eligible Shareholders, please refer to paragraph 20.27(Method of Settlement)
on page 36 of this Draft Letter of Offer.
6) A copy of the Public Announcement, this Draft Letter of Offer and the Letter of Offer (including Tender Form) is expected to be
available on the website of SEBI - http://www.sebi.gov.in.
7) Eligible Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) on page 26 of this Draft Letter of
Offer and paragraph 21 (Note on Taxation) on page 38 of this Draft Letter of Offer before tendering their Equity Shares in the
Buyback.
BUYBACK OPENS ON: [], 2017
BUYBACK CLOSES ON: [], 2017
(LAST DATE/TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS
INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: [], 2017, BY [] P.M.

MANAGER TO THE BUYBACK OFFER REGISTRAR TO THE BUYBACK OFFER

IDBI CAPITAL MARKETS & SECURITIES LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED
(formerly known as IDBI Capital Market Services Limited) Karvy Selenium Tower B, Plot No 31-32, Gachibowli,
3rd Floor, Mafatlal Centre, Nariman Point, Mumbai- 400 021 Financial District, Nanakramguda, Hyderabad- 500 032
Contact person: Mr. Sumit Singh / Mr. Priyankar Shetty Contact Person: Murli Krishna M
Tel: +91 (22) 4322 1212 Tel: +91 040 67162222
Fax: 91 (22) 22850785 Fax: +91 040 23431551
Email:[email protected] E-mail: [email protected]
Website: www.idbicapital.com Website: www.karvycomputershare.com
SEBI Registration No.: INM000010866 SEBI Registration No.: INR000000221
Validity Period: Permanent Registration Validity Period: Permanent Registration
CIN: U65990MH1993GOI075578 CIN: U72400TG2003PTC041636

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 TABLE OF CONTENTS

1. SCHEDULE OF THE ACTIVITIES OF THE BUYBACK OFFER .................................................. 3

2. DEFINITION OF KEY TERMS ......................................................................................................... 3
3. DISCLAIMER CLAUSE..................................................................................................................... 6
4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING .......................................... 7
5. DETAILS OF PUBLIC ANNOUNCEMENT ................................................................................... 11
6. DETAILS OF THE BUYBACK ....................................................................................................... 11
7. AUTHORITY FOR THE BUYBACK .............................................................................................. 12
8. NECESSITY OF THE BUYBACK ................................................................................................... 13
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK
ON THE COMPANY ........................................................................................................................ 13
10. BASIS OF CALCULATING BUYBACK PRICE ............................................................................ 15
11. SOURCES OF FUNDS FOR THE BUYBACK ............................................................................... 16
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN
........................................................................................................................................................... 16
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ...................................................... 17
14. BRIEF INFORMATION ABOUT THE COMPANY ....................................................................... 18
15. FINANCIAL INFORMATION ABOUT THE COMPANY ............................................................. 23
16. STOCK MARKET DATA ................................................................................................................ 25
17. DETAILS OF STATUTORY APPROVALS .................................................................................... 26
18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER ............................................................. 27
19. PROCESS AND METHODOLOGY FOR THE BUYBACK ........................................................... 27
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT ......................................................... 31
21. NOTE ON TAXATION .................................................................................................................... 37
22. DECLARATION BY THE BOARD OF DIRECTORS .................................................................... 39
23. AUDITORS CERTIFICATE ............................................................................................................. 40
24. DOCUMENTS FOR INSPECTION.................................................................................................. 41
25. DETAILS OF COMPLIANCE OFFICER......................................................................................... 42
26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL
OWNERS .......................................................................................................................................... 42
27. DETAILS OF INVESTOR SERVICE CENTRES ............................................................................ 42
28. MANAGER TO THE BUYBACK OFFER ...................................................................................... 43
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE
INFORMATION IN THE DRAFT LETTER OF OFFER ................................................................ 43

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1. SCHEDULE OF THE ACTIVITIES OF THE BUYBACK OFFER

Activity Date Day

Date of Board Meeting approving the proposal of the Buyback March 20, 2017 Monday
Date of Public Announcement for Buyback March 21, 2017 Tuesday
Date of publication of the Public Announcement for the Buyback March 22, 2017 Wednesday
Record Date for determining the Buyback Entitlement and the names of April 5, 2017 Wednesday
Eligible Shareholders
Date of Opening of the Buyback Offer [] []
Date of Closing of the Buyback Offer [] []
Last date of receipt of the completed Tender Forms and other specified [] []
documents including physical Equity Share certificates by the Registrar
Last date of verification of Tender Forms by the Registrar [] []
Last date of intimation regarding acceptance / non- acceptance of tendered [] []
Equity Shares by the Registrar
Last date of settlement of bids on the Stock Exchanges [] []
Last date of dispatch of share certificate(s) by RTA/ payment to [] []
shareholders/ return of unaccepted demat shares by Stock Exchanges to
Shareholder Broker/ Eligible Shareholders
Last date of extinguishment of Equity Shares [] []

2. DEFINITION OF KEY TERMS

This Draft Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies or specified otherwise, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules,
guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a
statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Letter of Offer, but not defined herein shall have the meaning
ascribed to such terms under the Buyback Regulations, the Companies Act, 2013, the Depositories Act, and the
rules and regulations made thereunder.

Term Description
Acceptance Acceptance of Equity Shares, tendered by Eligible Shareholders in the
Buyback Offer
Acquisition Window The facility for acquisition of Equity Shares through mechanism
provided by the Designated Stock Exchange in the form of a separate
window in accordance with the SEBI Circulars
Additional Shares / Additional Additional Equity Shares tendered by an Eligible Shareholder over and
Equity Shares above the Buyback Entitlement of such Equity Shareholder upto the
Eligible Equity Shares
Articles/ AOA Articles of Association of the Company
BCM Billion Cubic Meters
Board Meeting Meeting of the Board of Directors held on March 20, 2017 approving
the proposal for the Buyback Offer
Board/ Board of Directors/ Board of directors of the Company (which term shall, unless repugnant
Director(s) to the context or meaning thereof, be deemed to include a duly
authorized Committee thereof)
BSE BSE Limited
Buyback/ Buyback Offer/Offer/ Buyback of not exceeding 4,49,12,000 (Four Crore Forty Nine Lakh
Buyback Offer Size Twelve Thousand) Equity Shares at a price of ` 340 (Rupees Three
Hundred Forty Only) per Equity Share for an aggregate consideration
not exceeding ` 1527.01 crore (Rupees One Thousand Five Hundred
Twenty Seven Crore and One Lakh only), on a proportionate basis,
from the Eligible Shareholders, as on Record Date by way of a tender
offer through the stock exchange mechanism in terms of the Buyback
Regulations read with SEBI Circulars
Buyback Committee/Committee The Buyback Committee of the Board, constituted and authorized for
the purposes of the Buyback by way of a resolution of the Board dated

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Term Description
March 20, 2017
Buyback Entitlement The number of Equity Shares that an Eligible Shareholder is entitled to
tender in the Buyback Offer, based on the number of Equity Shares
held by such Eligible Shareholder on the Record Date and the
ratio/percentage of Buyback applicable in the category to which such
Eligible Shareholder belongs
Buyback Closing Date [], 2017
Buyback Opening Date [], 2017
Buyback Regulations Securities and Exchange Board of India (Buy back of Securities)
Regulations, 1998 as amended from time to time
CDSL Central Depository Services (India) Limited
Clearing Corporation / ICCL Indian Clearing Corporation Limited
Company/Oil India/ we Oil India Limited, unless the context states otherwise
Companies Act, 1956 The Companies Act, 1956, as amended (to the extent applicable)
Companies Act, 2013 The Companies Act, 2013, as amended
Companys Broker IDBI Capital Markets & Securities Limited (formerly known as IDBI
Capital Market Services Limited)
CPSE Central Public Sector Enterprises
CPSE ETF Central Public Sector Enterprises exchange traded fund
Depositories Collectively, NSDL and CDSL
Designated Stock Exchange The designated stock exchange for the Buyback, being, BSE
DIN Director Identification Number
Draft Letter of Offer/ Offer This Letter of Offer dated March 28, 2017 filed with SEBI through the
Document/ DLoF Manager to the Buyback Offer, containing disclosures in relation to the
Buyback as specified in Schedule III of the Buyback Regulations
DP Depository Participant
DTAA Double Taxation Avoidance Agreement
Eligible Equity Shares Eligible Equity Shares means the lower of:
(i) Total number of Equity Shares held by an Eligible Shareholder as
on the Record Date; or
(ii) Total number of Equity Shares tendered by an Eligible Shareholder.
Equity Shares/ Shares Fully paid-up equity shares of face value ` 10 each of the Company
Equity Shareholders/ Shareholders Holders of the Equity Shares of the Company and includes beneficial
owner(s) thereof
Eligible Shareholder(s) All shareholders / beneficial owner(s) of Equity Shares of the
Company as on Record Date i.e. Wednesday, April 5, 2017.
Escrow Account The escrow account titled [] opened with the Escrow Agent in
terms of the Escrow Agreement
Escrow Agent []
Escrow Agreement The escrow agreement dated [] entered into between the Company,
Escrow Agent and the IDBI Capital Markets & Securities Limited
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended
FII(s) Foreign Institutional Investor(s)
FPI(s) Foreign Portfolio Investor(s)
Form / Tender Form Form of Acceptance-cum-Acknowledgement to be filled in by the
Eligible Shareholders to participate in the Buyback
Financial Year/Fiscal/FY Period of 12 months ended March 31 of that particular year
GoI Government of India
HUF Hindu Undivided Family
Income Tax Act The Income Tax Act, 1961, as amended
Letter of Offer Letter of Offer dated [] to be filed with SEBI containing disclosures
in relation to the Buyback as specified in the Buyback Regulations,
including comments received from SEBI on the Draft Letter of Offer
LTCG Long-term Capital Gains
Ltd. Limited
Manager / Manager to the Buyback IDBI Capital Markets & Securities Limited (Formerly known as IDBI
Offer / IDBI Capital Market Services Limited)
Non-Resident Shareholders Includes Non-Resident persons and bodies corporate, Non-Resident
Indians (NRI), FII(s), FPI(s) and erstwhile OCBs

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Term Description
NRE Non Residents External
NRI Non Resident Indian
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
Offer Period / Tendering Period Period of 10 working days from the date of opening of the Buyback
Offer till its closure (both days inclusive)
Offer Price / Buyback Offer Price/ Price at which Equity Shares will be bought back from the Eligible
Buyback Price Shareholders i.e. ` 340 (Rupees Three Hundred Forty Only) per
Equity Share, payable in cash
PAN Permanent Account Number
PEL Petroleum Exploration Licence
PML Petroleum Mining Lease
Promoter President of India acting through Ministry of Petroleum and Natural
Gas, Government of India
Public Announcement / PA The public announcement, made in accordance with the Buyback
Regulations, dated March 21, 2017, published in all editions of the
Business Standard (English National daily), Business Standard (Hindi
daily) and Dibrugarh edition of Assamese (Regional language daily) on
March 22, 2017
Ratio of Buyback The ratio of the Buy-back: (i) in case of Small Shareholders, [] Equity
Shares for every [] Equity Shares held by such Small Shareholder on
the Record Date; and (ii) for Eligible Shareholders other than Small
Shareholders, [] Equity Shares for every [] Equity Shares held by
such Eligible Shareholder on the Record Date
RBI Reserve Bank of India
Record Date The date for the purpose of determining the entitlement and the names
of the Equity Shareholders, to whom the Letter of Offer and Tender
Form will be sent and who are eligible to participate in the Buyback
Offer in accordance with Buyback Regulations. This date shall be
Wednesday, April 5, 2017
Registrar to the Buyback Offer/ Karvy Computershare Private Limited
Registrar
SEBI Securities and Exchange Board of India
SEBI Circulars Tendering of Equity Shares by Shareholders and settlement of the
same, through the stock exchange mechanism as specified by SEBI in
the circular bearing number CIR/ CFD/POLICYCELL/1/2015 dated
April 13, 2015 and circular no. CFD/DCR2/CIR/P/2016/131 dated
December 09, 2016
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, as amended
Shareholder Broker A stock broker (who is a member of the BSE and/or NSE) of an
Eligible Shareholder, through whom the Eligible Shareholder wants to
participate in the Buyback
Small Shareholder An Eligible Shareholder, who holds Equity Shares of market value not
more than two lakh rupees, on the basis of closing price on the
recognized stock exchange registering the highest trading volume, as
on Record Date i.e. Wednesday, April 5, 2017
STCG Short-term Capital Gains
Stock Exchanges BSE and NSE, being the stock exchanges where the Equity Shares of
the Company are listed
Tender Form Form of Acceptance-cum-Acknowledgement
Tender Offer Method of buyback as defined in Regulation 2(1)(o) of the Buyback
Regulations
TRS Transaction Registration Slip
Working Day Working day shall have the meaning ascribed to it under the Buyback
Regulations

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3. DISCLAIMER CLAUSE

As required, a copy of this Draft Letter of Offer has been submitted to Securities and Exchange Board of
India (SEBI). It is to be distinctly understood that submission of this Draft Letter of Offer to SEBI should
not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not
take any responsibility either for the financial soundness of the Company to meet the Buyback commitments
or for the correctness of the statements made or opinions expressed in this Draft Letter of Offer. The
Manager to the Buyback Offer, IDBI Capital Markets & Securities Limited (formerly known as IDBI
Capital Market Services Limited) has certified that the disclosures made in this Draft Letter of Offer are
generally adequate and are in conformity with the provisions of the Companies Act, 2013 and the Buyback
Regulations. This requirement is to facilitate Eligible Shareholders to take an informed decision for
tendering their Equity Shares in the Buyback.

It should also be clearly understood that while the Company is primarily responsible for the correctness,
adequacy and disclosure of all relevant information in this Draft Letter of Offer, the Manager to the
Buyback Offer is expected to exercise due diligence to ensure that the Company discharges its duty
adequately in this behalf and towards this purpose. The Manager to the Buyback Offer, IDBI Capital
Markets & Securities Limited (formerly known as IDBI Capital Market Services Limited) has furnished to
SEBI a due diligence certificate dated March 28, 2017 in accordance with Buyback Regulations which reads
as follows:

We have examined various documents and materials contained in the annexure to the Letter of Offer, as
part of the due-diligence carried out by us in connection with the finalization of the Public Announcement
dated March 21, 2017 and the Letter of Offer. On the basis of such examination and the discussions with the
Company, we hereby state that:

The Public Announcement and the Letter of Offer are in conformity with the documents, materials and
papers relevant to the Buyback offer.
All the legal requirements connected with the said Buyback offer including SEBI (Buy Back of
Securities) Regulations, 1998, have been duly complied with.
The disclosures in the Public Announcement and the Letter of Offer are, to the best of our knowledge,
true, fair and adequate in all material respects for the Eligible Shareholders of the Company to make a
well informed decision in respect of the captioned Buyback Offer.
Funds used for Buyback shall be as per the provisions of the Companies Act, 2013, as amended

The filing of the Letter of Offer with SEBI does not, however, absolve the Company from any liabilities
under the provisions of the Companies Act, 2013 or from the requirement of obtaining such statutory or
other clearances as may be required for the purpose of the proposed Buyback.

Promoter/ Board of Directors declare and confirm that no information/ material likely to have a bearing on
the decision of Eligible Shareholders has been suppressed/ withheld and/ or incorporated in the manner that
would amount to mis-statement/ misrepresentation and in the event of it transpiring at any point of time that
any information/ material has been suppressed/ withheld and/ or amounts to a mis-statement/ mis-
representation, the Promoter/ Board of Directors and the Company shall be liable for penalty in terms of the
provisions of the Companies Act, 2013, Buyback Regulations and other applicable laws and regulations.

Promoter/ Board of Directors also declare and confirm that funds borrowed from the banks and financial
institutions will not be used for the Buyback.

Disclaimer for U.S. Persons:

The information contained in this Draft Letter of Offer is exclusively intended for persons who are not US
Persons as such term is defined in Regulations of the US Securities Act of 1933, as amended, and who are
not physically present in the United States of America. This Draft Letter of Offer does not in any way
constitute an offer to sell, or an invitation to sell, any securities in the United States of America or in any
other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful
to make such offer or solicitation. Potential users of the information contained in this Draft Letter of Offer
are requested to inform themselves about and to observe any such restrictions.

6
 Disclaimer for Persons in other foreign countries:

This Draft Letter of Offer does not in any way constitute an offer to sell or an invitation to sell, any
securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it
is unlawful to make such offer or solicitation. Potential users of the information contained in this Draft
Letter of Offer are requested to inform themselves about and to observe any such restrictions.

Forward Looking Statement:

This Draft Letter of Offer contains certain forward-looking statements. These forward-looking statements
generally can be identified by words or phrases such as aim, anticipate, believe, expect, estimate,
intend, objective, plan, project, will, will continue, will pursue or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward
looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about
us that could cause actual results to differ materially from those contemplated by the relevant forward-
looking statement.

Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to, inter alia, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks,
general economic and political conditions in India which have an impact on its 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 laws, regulations and taxes and changes in competition
in the industries in which we operate.

4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING

The Buyback through Tender Offer was considered and approved by the Board of Directors of the Company
at their meeting held on Tuesday, March 20, 2017. The extracts of the minutes of the Board Meeting are as
follows:

RESOLVED THAT pursuant to the provisions of Section 68, 69, 70 and all other applicable provisions,
if any, of the Companies Act, 2013 as amended (the Companies Act), and in accordance with Article 19
of the Articles of Association of the Company, the Companies (Share Capital and Debentures) Rules, 2014
(the Share Capital Rules) to the extent applicable, and in compliance with the Securities and Exchange
Board of India (Buy Back of Securities) Regulations, 1998, as amended (the Buyback Regulations), and
any statutory modification(s) or re-enactment thereof, for the time being in force and, subject to such other
approvals, permissions and sanctions of Securities and Exchange Board of India (SEBI), Registrar of
Companies, Shillong (the ROC) and/ or other authorities, institutions or bodies (the Appropriate
Authorities), as may be necessary and subject to such conditions and modifications as may be prescribed
or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board
of Directors of the Company (the "Board" which expression shall include any committee constituted by the
Board to exercise its powers, including the powers conferred by this resolution), the Board hereby approves
the buy back by the Company of its fully paid-up equity shares of Rs.10/-each not exceeding 4,49,12,000
(Four Crore Forty Nine Lakh Twelve Thousand Only) equity shares (representing 5.60% of the total number
of equity shares in the paid-up share capital of the Company) of the face value of Rs.10/- (Rupees Ten
Only) each (hereinafter referred to as the Equity Shares or Shares) at a price of Rs. 340 (Rupees Three
Hundred Forty only) per Equity Share (the Buyback Offer Price) payable in cash for an aggregate
consideration not exceeding ` 1527.01 crore (Rupees One Thousand Five Hundred Twenty Seven Crore and
One Lakh only) (the Buyback Offer Size) being 7.00% and 6.93% of the aggregate of the fully paid-up
equity share capital and free reserves as per the audited standalone and consolidated financial statements of
the Company for the financial year ended March 31, 2016, respectively and is within the statutory limits of
10% (Ten Percent) of the aggregate of the fully paid-up equity share capital and free reserves under the
Board of directors approval route as per the provisions of the Companies Act from the equity shareholders
of the Company, as on the record date, on a proportionate basis, through the Tender Offer route as
prescribed under the Buyback Regulations (hereinafter referred to as the "Buyback").

RESOLVED FURTHER THAT the Buyback Size does not include any expenses incurred or to be
incurred for the Buyback like filing fees payable to the SEBI, advisors fees, public announcement
publication expenses, printing and dispatch expenses and other incidental and related expenses.

7
RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buyback
using the Mechanism for acquisition of shares through Stock Exchange notified by SEBI vide circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/ 2016/131 dated December
09, 2016 or such other mechanism as may be applicable.

RESOLVED FURTHER THAT such Buyback may be made out of the Companys free reserves and / or
such other sources as may be permitted by law through Tender Offer route and as required by the
Buyback Regulations and the Companies Act, the Company may buyback equity shares from all the existing
members holding equity shares of the Company on a proportionate basis, provided 15% (fifteen percent) of
the number of equity shares which the Company proposes to buyback or number of equity shares entitled as
per the shareholding of small shareholders as on the record date, whichever is higher, shall be reserved for
the small shareholders, as prescribed under proviso to Regulation 6 of the Buyback Regulations.

RESOLVED FURTHER THAT Company has complied and shall continue to comply with Section 70 of
the Companies Act, 2013 wherein:
a) It shall not directly or indirectly purchase its own shares:

i. through any subsidiary company including its own subsidiary companies; or

ii. through any investment company or group of investment companies; or

b) There are no defaults subsisting in the repayment of deposits, interest payment thereon,
redemption of debentures or interest payment thereon or redemption of preference shares or
payment of dividend due to any shareholder, or repayment of any term loans or interest payable
thereon to any financial institution or banking company, in the last three years.

c) The Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the
Companies Act, 2013

RESOLVED FURTHER THAT confirmation is hereby made by the Board of Directors that:
a) all equity shares of the Company are fully paid up;
b) the Company has not undertaken a buyback of any of its securities during the period of one year
immediately preceding the date of this Board meeting;
c) the Company shall not issue and allot any shares or other specified securities including by way of
bonus, till the date of closure of this Buyback;
d) the Company shall not raise further capital for a period of one year from the closure of the
Buyback offer, except in discharge of its subsisting obligations.
e) the Company shall not buy back its equity shares from any person through negotiated deal
whether on or off the stock exchanges or through spot transactions or through any private
arrangement in the implementation of the Buyback;
f) that the aggregate consideration for Buyback not exceeding `1527.01 crore (Rupees One
Thousand Five Hundred Twenty Seven Crore and One Lakh only), does not exceed 10% of the
aggregate of the fully paid-up equity share capital and free reserves as per the audited standalone
and consolidated financial statements of the Company for the financial year ended March 31,
2016 (the last audited financial statements available as on the date of the Board meeting);
g) that the maximum number of equity shares proposed to be purchased under the Buyback i.e.
4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand Only) equity shares, does not exceed
25% of the total number of equity shares in the paid-up share capital of the Company;
h) the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more
than twice the paid-up capital and free reserves after the Buyback as prescribed under the
Companies Act, 2013 and rules made thereunder;
i) there is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to
the provisions of the Companies Act, 2013, as on date.

RESOLVED FURTHER THAT as required by Clause (x) of Part A of Schedule II under Regulation 5(1)
of the Buyback Regulations, the Board hereby confirms that the Board of Directors have made a full enquiry
into the affairs and prospects of the Company and that based on such full inquiry conducted into the affairs
and prospects of the Company, the Board of Directors has formed an opinion that:
a) Immediately following the date of this Board meeting, there will be no grounds on which the
Company could be found unable to pay its debts;

b) As regards the Companys prospects for the year immediately following the date of this Board
meeting, and having regard to the Boards intention with respect to the management of Companys
8
 business during that year and to the amount and character of the financial resources which will in
the Boards view be available to the Company during that year, the Company will be able to meet
its liabilities as and when they fall due and will not be rendered insolvent within a period of one
year from the date of this Board meeting; and

c) In forming an opinion as aforesaid, the Board has taken into account the liabilities, as if the
Company was being wound up under the provisions of the Companies Act, 2013, as the case may
be, including prospective and contingent liabilities.

RESOLVED FURTHER THAT the proposed Buyback be implemented from the existing shareholders
including the Promoter(s) of the Company as have been disclosed under the shareholding pattern filings
made by the Company from time to time under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeover) Regulations 2011, as amended (SEBI Takeover Regulations) as the Board may
consider appropriate, from out of its free reserves and/or Securities Premium account or by such
mechanisms as may be permitted by Law, and on such terms and conditions as the Board may decide from
time to time, and in the absolute discretion of the Board, as it may deem fit.

RESOLVED FURTHER THAT Company shall not use borrowed funds, directly or indirectly, whether
secured or unsecured, of any form and nature, from Banks and Financial Institutions for paying the
consideration to the equity shareholders who have tendered their equity shares in the Buyback.

RESOLVED FURTHER THAT the Company shall not Buyback the locked-in equity shares or other
specified securities, if any and non-transferable equity shares or other specified securities, if any, till the
pendency of the lock-in or till the equity shares or other specified securities become transferable;

RESOLVED FURTHER THAT the draft of the Declaration of Solvency prepared in the prescribed form
and supporting affidavit, placed before the meeting be and is hereby approved and Shri. Utpal Bora,
Chairman and Managing Director and Mrs R. S. Borah, Director (Finance) be and are hereby authorized to
finalise and sign the same, for and on behalf of the Board, and Shri. S. K. Senapati, Company Secretary be
and is hereby authorised to file the same with the ROC and the SEBI.

RESOLVED FURTHER THAT the Buyback from shareholders who are persons resident outside India
including the Foreign Institutional Investors, Overseas Corporate Bodies, if any, shall be subject to such
approvals, if, and to the extent necessary or required including approvals from Reserve Bank of India under
Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, if any.

RESOLVED FURTHER THAT as per the provisions of Section 68(8) of the Companies Act, 2013, the
Company will not issue same kind of shares or other specified securities within a period of 6 months after
the completion of the Buyback except by way of bonus issue or in the discharge of subsisting obligations
such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or
debentures into equity shares.

RESOLVED FURTHER THAT no information/ material likely to have a bearing on the decision of the
investors has been suppressed / withheld and / or incorporated in the manner that would amount to mis-
statement/ misrepresentation and the event of it transpiring at any point of time that any information/
material has been suppressed/ withheld and/ or amounts to mis-statement/ misrepresentation, the Board and
the Company shall be liable for penalty in terms of the provisions of the Companies Act, 2013 and Buyback
Regulations.

RESOLVED FURTHER THAT the buyback is being proposed in keeping with the Companys desire to
enhance overall shareholders value and the buyback would lead to reduction in total number of equity
shares.

RESOLVED FURTHER THAT the approval of Board for appointment of Manager to the Buyback Offer
i.e. IDBI Capital Markets & Securities Limited be and is hereby accorded.
RESOLVED FURTHER THAT a Committee be constituted (Buyback Committee) comprising of
Chairman and Managing Director, Director (Finance) and Director (Operations), and that Company
Secretary shall act as the Secretary to the Buyback Committee. Further, the Buyback Committee is hereby
authorized, to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary,
expedient, usual or proper, as the Buyback Committee may consider to be in the best interests of the
shareholders, including but not limited to:
9
 a) appointment of escrow bank, compliance officer and other advisors / intermediaries, consultants or
representatives;
b) finalizing the terms of buyback like the mechanism for the buyback, record date, entitlement ratio,
the schedule of activities for Buyback including finalizing the date of opening and closing of
Buyback, the timeframe for completion of the buyback;
c) to enter into escrow arrangements as may be required in terms of the Buyback Regulations;
d) opening, operation and closure of all necessary accounts, including bank accounts, depository
accounts (including escrow account) for the purpose of payment and authorizing persons to operate
the said accounts;
e) preparation, signing and filing of public announcement, the draft letter of offer/ letter of offer and any
other material in relation with the Buyback with the SEBI, ROC, the stock exchanges and other
Appropriate Authority;
f) making all applications to the Appropriate Authority for their requisite approvals including approvals
as may be required from the Reserve Bank of India under the Foreign Exchange Management Act,
1999 and the rules and regulations framed there under, if any;
g) extinguishment of dematerialized shares and physical destruction of share certificates and filing of
certificate of extinguishment required to be filed in connection with the Buyback on behalf of the
Company and/ or the Board, as required under applicable law;
h) appoint any intermediaries / agencies / persons as may be required for the purposes of the Buyback
and decide and settle the remuneration for all such intermediaries/ agencies/ persons, including by the
payment of commission, brokerage, fee, charges etc. and enter into agreements/ letters in respect
thereof;
i) to affix the Common Seal of the Company on relevant documents required to be executed for the
buyback of shares in accordance with the provisions of the Articles of Association of the Company.
j) sign, execute and deliver such other documents, deeds and writings and to do all such acts, matters
and things as it may, in its absolute discretion deem necessary, expedient or proper, to be in the best
interest of the shareholders for the implementation of the Buyback, and to initiate all necessary
actions for preparation and issue of various documents and such other undertakings, agreements,
papers, documents and correspondence as may be necessary for the implementation of the Buyback
to the SEBI, RBI, ROC, stock exchanges, depositories and/or other Appropriate Authorities.
k) obtaining all necessary certificates and reports from statutory auditors and other third parties as
required under applicable law.
l) dealing with stock exchanges (including their clearing corporations), where the equity shares of the
Company are listed, and to sign, execute, and deliver such documents as may be necessary or
desirable in connection with implementing the Buyback using the Mechanism for acquisition of
shares through Stock Exchange notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015
dated April 13, 2015 and circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016.
m) to delegate all or any of the authorities conferred on them to any Director(s)/ Officer(s)/ Authorized
Signatory(ies)/ Representative(ies) of the Company.
n) to give such directions as may be necessary or desirable and to settle any questions or difficulties
whatsoever that may arise in relation to the Buyback.
o) to settle and resolve any queries or difficulties raised by SEBI, stock exchanges, ROC and any other
authorities whatsoever in connection to any matter incidental to and ancillary to the Buyback.

RESOLVED FURTHER THAT the quorum for any meeting of the Buyback Committee for implementing
the Buyback shall be any two members.

RESOLVED FURTHER THAT in terms of Regulation 19(3) of the Buyback Regulations, Shri S. K.
Senapati, Company Secretary be and is hereby appointed as the Compliance Officer for the Buyback.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to
offer and/ or any obligation on the Company or the Board or the Buyback Committee to buyback any shares
and / or impair any power of the Company or the Board or the Buyback Committee to terminate any process
in relation to such buyback, if so permissible by Law.

RESOLVED FURTHER THAT the Company do maintain a register of securities bought back wherein
details of equity shares bought back, consideration paid for the equity shares bought back, date of
cancellation of equity shares and date of extinguishing and physically destroying of equity shares and such
other particulars as may be prescribed, shall be entered and that the Company Secretary of the Company be
and is hereby authorised to authenticate the entries made in the said register.

10
 RESOLVED FURTHER THAT any of the Directors of the Company and /or the Company Secretary for
the time being, be and are hereby severally authorized to file necessary e-forms with the MCA / ROC and to
do all such acts, deeds and things as may be necessary to give effect to the above resolutions.

5. DETAILS OF PUBLIC ANNOUNCEMENT

In accordance with the provisions of Regulation 8(1) of the Buyback Regulations, the Company has made a
Public Announcement dated March, 21, 2017 in relation to the Buyback which was published on March, 22,
2017 in the following newspapers. The Public Announcement was issued within two working days from the
date of the passing of the resolution in the meeting of Board of Director for the Buyback i.e., March 20,
2017.

Publication Language Editions

Business Standard English All
Business Standard Hindi All
Asomiya Pratidin Assamese Dibrugarh

A copy of the Public Announcement is available on the SEBI website at www.sebi.gov.in and the website of
the Company i.e. www.oil-india.com.

6. DETAILS OF THE BUYBACK

The Board of Directors of Oil India Limited on March 20, 2017 passed a resolution to buyback Equity
Shares of the Company not exceeding 4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand) fully
paid-up Equity Shares of face value `10 each from all the existing shareholders / beneficial owners of
Equity Shares of the Company as on Record Date, on a proportionate basis, through the Tender Offer
process, at a price of ` 340 (Rupees Three Hundred Forty Only) per Equity Share payable in cash, for an
aggregate consideration not exceeding of ` 1527.01 crore (Rupees One Thousand Five Hundred Twenty
Seven Crore and One Lakh only).

The Buyback is in accordance with the provisions of Article 19 of the Articles of Association of the
Company, Section 68, 69, 70 and all other applicable provisions if any, of the Companies Act, 2013, as
amended, the Companies (Share Capital and Debentures) Rules, 2014 (the Share Capital Rules) and the
provisions contained in the Buyback Regulations.

The Buyback is subject to approvals as may be necessary, from time to time from statutory authorities
including but not limited to SEBI, BSE and NSE.

The Buyback Offer Size represents 7.00% and 6.93% of the aggregate of the fully paid-up equity share
capital and free reserves as per the audited standalone and consolidated financial statements of the Company
for the financial year ended March 31, 2016, respectively (the last audited financial statements available as
on the date of the Board Meeting approving the Buyback) and is within the statutory limits of 10% of the
aggregate of the fully paid-up equity share capital and free reserves as per standalone audited financial
statements of the Company under the Board of Directors approval route as per the provisions of the
Companies Act, 2013. The maximum number of Equity Shares proposed to be bought back represents
5.60% of the total number of Equity Shares in the issued, subscribed and paid-up equity share capital of the
Company.

The maximum amount required by the Company for the said Buyback will not exceed ` 1527.01 crore
(Rupees One Thousand Five Hundred Twenty Seven Crore and One Lakh Only) and is within permitted
limits.

The funds for the Buyback will be met out of internally generated cash resources of the Company. The
Company shall transfer from its free reserves a sum equal to the nominal value of the Equity Shares bought
back through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall
be disclosed in its subsequent audited balance sheet. The Company confirms that as required under Section
68(2) (d) of the Companies Act, 2013, the ratio of the aggregate of secured and unsecured debts owed by the
Company shall not be more than twice the paid-up capital and free reserves after the Buyback.

The Buyback shall be on a proportionate basis from all the Equity Shareholders of the Company through the
Tender Offer process, as prescribed under Regulation 4(1)(a) of the Buyback Regulations. Additionally,
the Buyback shall be, subject to applicable laws, facilitated by tendering of Equity Shares by such

11
 Shareholders and settlement of the same, through the stock exchange mechanism as specified in SEBI
Circulars.

The Buyback Offer Size does not include any other expenses incurred or to be incurred for the Buyback like
SEBI filing fees, Stock Exchanges fees, advisors fees, Public Announcement publication expenses, printing
& dispatch expenses and other incidental & related expenses.

The aggregate shareholding of the Promoter as on the date of publication of Public Announcement (i.e.
March 22, 2017) is as follows:

S. Name of shareholder No. of No. of Equity Shares Percentage of

No. Equity held in issued Equity
Shares held dematerialized form Share capital
1. President of India, acting through 53,61,45,026 53,61,45,026 66.89%
Ministry of Petroleum and Natural
Gas, Government of India

No shares or other specified securities in the Company were either purchased or sold by the Promoter
during a period of six months preceding the date of the Board Meeting at which the Buyback was
approved, except as stated under:

Aggregate number Nature of Maximum Date of Minimu Date of

of Equity Shares Transaction Price (`) Maximum m Price Minimum Price
purchased or sold Price (`)
60,15,650* Sale 10 January 25, 10 January 25,
2017 2017
*Transfer of Equity Shares to CPSE ETF

Further, Government of India had transferred 27,12,560 shares to the escrow account of CPSE ETF on
March 10, 2017. Furthermore, vide letter dated March 24, 2017, Promoter has informed the Company that
the Promoter has sold 23,51,257 Equity Shares of ` 10 each on March 22, 2017 to Reliance Nippon Life
Asset Management Limited, asset management company of the central public sector enterprises exchange
traded fund mutual fund scheme. Thus, as on date of the Draft Letter of Offer the shareholding of Promoter
stands as under:

S. Name of shareholder No. of No. of Equity Shares Percentage of

No. Equity held in issued Equity
Shares held dematerialized form Share capital
1. President of India, acting through 53,37,93,769 53,37,93,769 66.60%
Ministry of Petroleum and Natural
Gas, Government of India

In terms of the Buyback Regulations, under the Tender Offer process, the Promoter of the Company has
the option to participate in the Buyback. In this regard, the Promoter has expressed its intention vide its
letter dated March 20, 2017 to participate in the Buyback and tender up to 4,49,12,000 (Four Crore Forty
Nine Lakh Twelve Thousand) Equity Shares.

Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the
Promoter in the Company may increase or decrease from the existing 66.89% holding in the total paid-up
equity share capital of the Company as on date of the Board Meeting i.e. March 20, 2017. The Promoter of
the Company is already in control over the Company and therefore such increase/decrease in voting rights
of the Promoter will not result in any change in control over the Company.

Post Buyback, the non-promoter shareholding of the Company shall not fall below minimum level required
as per SEBI Listing Regulations.

7. AUTHORITY FOR THE BUYBACK

The Buyback is in accordance with the provisions of Article 19 of the Articles of Association of the
Company, Section 68, 69, 70 and all other applicable provisions if any, of the Companies Act, 2013 as
amended, the Companies (Share Capital and Debenture) Rules, 2014 and the provisions contained in the
Buyback Regulations.
12
 The Buyback is subject to approvals as may be necessary, from time to time from statutory authorities
including but not limited to SEBI, BSE and NSE.

The Board of Directors at their meeting on March 20, 2017 passed a resolution approving buyback of
Equity Shares of the Company.

8. NECESSITY OF THE BUYBACK

Buyback is the acquisition by a company of its own shares. Buyback is an efficient form of returning
surplus cash to the members holding equity shares of the Company, inter-alia, for the following reasons:
i. The Buyback will help the Company to return surplus cash to its members holding Equity Shares
broadly in proportion to their shareholding, thereby, enhancing the overall return to members;

ii. The Buyback, which is being implemented through the Tender Offer route as prescribed under the
Buyback Regulations, would involve allocation of higher of number of shares as per their
entitlement or 15% of the number of shares to be bought back, reserved for the small shareholders.
The Company believes that this reservation for small shareholders would benefit a large number of
public shareholders, who would get classified as small shareholder;

iii. The Buyback may help in improving return on equity, by reduction in the equity base, thereby
leading to long term increase in shareholders value;

iv. The Buyback gives an option to the members holding equity shares of the Company, who can
choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback offer
or they may choose not to participate and enjoy a resultant increase in their percentage
shareholding, post the Buyback offer, without additional investment;

v. Optimizes the capital structure.

After considering the above mentioned factors and benefits to the Equity Shareholders, the Board decided
to recommend Buyback of not exceeding 4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand)
Equity Shares (representing 5.60% of the total number of equity shares in the paid-up share capital of the
Company) at a price of ` 340 (Rupees Three Hundred Forty Only) per Equity Share for an aggregate
consideration of not exceeding ` 1527.01 crore (Rupees One Thousand Five Hundred Twenty Seven Crore
and One Lakh Only)

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK ON

THE COMPANY

9.1 We believe the Buyback is not likely to cause any material impact on the profitability/ earnings of the
Company except a reduction in the amount available for investment, which the Company could have
otherwise deployed towards generating investment income. Assuming there is full response to the
Buyback to the extent of 100%, the funds deployed by the Company towards the Buyback would be
` 1527.01 crore (Rupees One Thousand Five Hundred Twenty Seven Crore and One Lakh Only)
excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service
tax, stamp duty, etc.). This shall impact the investment income earned by the Company, on account of
reduced amount of funds available for investments.

9.2 We believe the Buyback will not in any manner impair the ability of the Company to pursue growth
opportunities or meet its cash requirements for business operations. The Buyback is expected to
contribute to the overall enhancement of shareholder value and result in an increase in the return on
equity of the Company.

9.3 In terms of the Buyback Regulations, under the Tender Offer process, the Promoter of the Company
has the option to participate in the Buyback. In this regard, the Promoter has expressed its intention,
vide its letter dated March 20, 2017, to participate in the Buyback and tender an aggregate of
4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand) Equity Shares. The Buyback of Equity
Shares will not result in a change in control or otherwise affect the existing management structure of
the Company.

13
9.4 Since the entire shareholding of the Promoter is in the demat mode, the details of the date and price of
acquisition/ sale of entire Equity Shares that the Promoter has acquired/sold till date as per the
information provided by the Promoter vide its letter dated March 20, 2017, are set-out below:

Date of Transaction No. of Equity Acquisition/ Sale Nature of

Shares Consideration (`) Transaction/Consideration
March 26, 1959 40,000 4,00,00,000 Initial Issue
January 25, 1960 20,000 2,00,00,000 Further issue
January 10, 1961 10,000 1,00,00,000 Further issue
April 28, 1961 10,000 1,00,00,000 Further issue
November 2, 1961 40,000 4,00,00,000 Further issue
August 07, 1962 20,000 2,00,00,000 Transfer from Burmah Oil
Company
October 14, 1981 1,40,000 21,56,00,000 Acquisition of Shares from
Burmah Oil Company
September 23, 1994 4,20,000 NA Bonus Issue (3:2)
August 11, 1995 Split of 7,00,000 equity shares of ` 1,000 each to 7,00,00,000 Equity Shares of
` 10 each
July 2, 1996 7,00,00,000 NA Bonus Issue (1:1)
December 26, 2000 7,00,00,000 NA Bonus Issue (1:2)
September 15, 2009 (2,14,00,440) 2247,04,62,000 Transfer to IOCL, HPCL
and BPCL
April 2, 2012 28,28,99,340 NA Bonus Issue (3:2)
February 1, 2013 (6,01,13,157) 31,44,97,09,375.99 Disinvestment (OFS)
March 27, 2014 (47,53,745) 218,25,80,603.52 Transfer of Shares to CPSE
ETF
April 10, 2015 (11,491) Nil Transfer of Shares to CPSE
ETF
January 16, 2017 13,55,40,169 NA Bonus Issue (1:3)
January 25, 2017 (60,15,650) 6,01,56,500 Transfer of Shares to CPSE
ETF
Total 53,61,45,026

Note: Further, Government of India had transferred 27,12,560 shares to the escrow account of CPSE ETF
on March 10, 2017. Furthermore, vide letter dated March 24, 2017, Promoter has informed the Company
that the Promoter has sold 23,51,257 Equity Shares of ` 10 each on March 22, 2017 to Reliance Nippon
Life Asset Management Limited, asset management company of the central public sector enterprises
exchange traded fund mutual fund scheme. Thus, as on date of the Draft Letter of Offer the shareholding
of Promoter stands as under:

S. Name of shareholder No. of No. of Equity Shares Percentage of

No. Equity held in issued Equity
Shares held dematerialized form Share capital
1. President of India, acting through 53,37,93,769 53,37,93,769 66.60%
Ministry of Petroleum and Natural
Gas, Government of India

9.5 Assuming that the Promoter i.e. President of India acting through Ministry of Petroleum and Natural
Gas, Government of India, tenders 4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand)
Equity Shares in the Buyback (in accordance with the declaration provided by them) and if
All the public Shareholders participate upto their entitlement (full acceptance), then the aggregate
shareholding of the Promoter, post Buyback will increase from []% (i.e. as on Record Date) to
[]% and the aggregate shareholding of the public in the Company shall decrease from []% to
[]% of the post Buyback equity share capital of the Company; or
None of the public shareholders participate, then the aggregate shareholding of the Promoter, post
Buyback will decrease from []% (i.e. as on Record Date) to []% and the aggregate shareholding
of the public in the Company shall increase from []% (i.e. as on Record Date) to []% of the post
Buyback equity share capital of the Company.

9.6 Consequent to the Buyback and based on the number of Equity Shares bought back from the Non-
Resident Shareholders, FIIs, FPIs, Indian financial institutions, banks, mutual funds and the
public including other bodies corporate, the shareholding pattern of the Company would undergo a
14
 change. The FIIs/ FPIs are advised to ensure that their investment in the Company continue to be
within the limit prescribed under applicable laws, post completion of the Buyback.

9.7 The debt-equity ratio post Buyback will be compliant with the permissible limit of 2:1 prescribed by
Section 68 of the Companies Act, even if the response to the Buyback is to the extent of 100%
(full acceptance).

9.8 In compliance with regulation 19(1)(b) of the Buyback Regulations the Company shall not issue any
equity shares or other securities (including by way of bonus) till the date of closure of the Buyback.

9.9 The Company shall not raise further capital for a period of one year from the closure of Buyback Offer
except in discharge of its subsisting obligations.

9.10 Salient financial parameters consequent to the Buyback based on the standalone audited financial
statements as on March 31, 2016 of the Company are as under:

Standalone Consolidated
Parameters Pre-Buyback Post- Pre- Post-
Buyback*# Buyback* Buyback*#
Net worth (` in Crores) 22,301.80 20,774.79 22,527.52 21,000.51

Return on Networth (%) 10.64 11.02 9.11 9.43

Earnings Per Share (`) 38.76 41.89 33.34 36.03
(of ` 10 each)
Book Value per Share (`) 370.99 373.50 374.75 377.56
P/E as per the latest audited financial 8.09 7.48 9.40 8.70
results
Total Debt/ Equity Ratio 0.41 0.44 0.45 0.49
* Assuming full acceptance of Equity Shares in the Buyback offer in the ratio of Buyback
#
The post buyback ratios have been calculated without considering the impact of bonus issue after
March 31, 2016
Note:
1. Net worth = Equity Capital + Reserves & Surplus Miscellaneous Expenditure.
2. Total Debt = Long Term Borrowings + Short Term Borrowings + Current Maturities of Long Term
Borrowings.

The key ratios have been computed as below:

Key Ratios basis:

Earnings per Share- Basic (`) Net profit attributable to the equity shareholders / Weighted
average number of Shares outstanding during the year
Book Value per Share (`) (Paid up Capital + Reserves and Surplus) / No. of Equity
Shares Subscribed
Return on Networth excluding Net Profit After Tax/ Average Net Worth excluding
revaluation reserves (%) revaluation reserves
Debt- Equity Ratio Long Term Debt/ Net Worth
P/E ratio Closing price as on March 31, 2016 (i.e. ` 313.45) / Earnings
per share

10. BASIS OF CALCULATING BUYBACK PRICE

10.1 The Buyback price of ` 340/- (Rupees Three Hundred Forty Only) per Equity Share has been arrived
at after considering various factors such as the average closing prices of the Equity Shares of the
Company on Stock Exchanges where the Equity Shares of the Company are listed, the net worth of
the Company and the impact of the Buyback on the key financial ratios of the Company.

10.2 The Buyback Offer Price of ` 340 (Rupees Three Hundred Forty Only) per Equity Share represents
(i) premium of 2.71% on BSE and 2.72% on NSE over the volume weighted average price of the
equity Shares on BSE and NSE respectively for 2 weeks preceding the date of intimation to the BSE
and NSE for the Board Meeting to consider the proposal of the Buyback; (ii) premium of 1.61% on
BSE and 1.67% on NSE over the closing market price of the Equity Shares on BSE and NSE as on

15
 the date of the intimation to BSE and NSE for the Board Meeting to consider the proposal of the
Buyback.

10.3 For trends in the market price of the Equity Shares, please refer to paragraph 16 (Stock Market Data)
of this Draft Letter of Offer.

10.4 The closing market price of the Equity Shares as on the date of intimation to the BSE and NSE for the
Board Meeting for considering the Buyback i.e. March 10, 2017, was ` 334.60 and ` 334.40 on BSE
and NSE, respectively.

10.5 The book value of the Company pre-Buyback as on March 31, 2016 on standalone and consolidated
basis was ` 370.99 and ` 374.75 respectively which will increase to ` 373.50 and ` 377.56
respectively post Buyback Offer based on the assumption mentioned in notes to table on salient
financial parameters in paragraph 9.10 of this Draft Letter of Offer.

10.6 The earning per share of the Company pre-Buyback as on March 31, 2016 on standalone and
consolidated basis was ` 38.76 and ` 33.34 respectively which will increase to ` 41.89 and ` 36.03
respectively post Buyback based on the assumption of full acceptance of the Buyback and subject to
the notes mentioned to table on salient financial parameters in paragraph 9.10 of this Draft Letter of
Offer.

10.7 The Return of Net-worth of the Company pre Buyback as on March 31, 2016 on standalone and
consolidated basis was 10.64% and 9.11% respectively which will increase to 11.02% and 9.43%
respectively post Buyback based on the assumption of full acceptance of the Buyback and subject to
the notes mentioned to table on salient financial parameters in paragraph 9.10 of this Draft Letter of
Offer.

11. SOURCES OF FUNDS FOR THE BUYBACK

11.1 Assuming full acceptance, the funds that would be employed by the Company for the purpose of the
Buyback of 4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand) Equity Shares at a price of `
340 (Rupees Three Hundred Forty Only) per Equity Share would be ` 1527.01 crore (Rupees One
Thousand Five Hundred Twenty Seven Crore and One Lakh only) (excluding transaction costs viz.
brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc.).

11.2 The funds for the Buyback will be met out of internally generated cash resources of the Company. The
Company shall transfer from its free reserves a sum equal to the nominal value of the Equity Shares
bought back through the Buyback to the Capital Redemption Reserve Account and the details of such
transfer shall be disclosed in the its subsequent audited balance sheet.

11.3 The Company does not intend to raise additional debt for the explicit purposes of the Buyback.
Accordingly, borrowed funds will not be used for the Buyback. However, if required, the Company
may borrow funds in the ordinary course of its business.

11.4 This Buyback is not likely to cause any material impact on the earnings of the Company, except for the
cost of financing the Buyback, being a reduction in the treasury income that the Company could have
otherwise earned on the funds deployed.

12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN

12.1 In accordance with Regulation 10 of the Buyback Regulations, an Escrow Agreement will be entered
into amongst the Company, the Manager to the Buyback and the Escrow Agent on [].

12.2 In accordance with the Buyback Regulations, the Company proposed to open an Escrow Account in the
name and style [] bearing account number [] with the Escrow Agent, namely, [] having its
registered office situated at []. The Company will deposit ` [] in the Escrow Account, in terms of the
Buyback Regulations. The Manager to the Buyback will be empowered to operate the Escrow Account
in accordance with the Buyback Regulations.

12.3 N C Banerjee & Co, Chartered Accountants (Firm Reg No. 302081E) located at Commerce House
1st Floor, Room No. 9, 2, G. C. Avenue, Kolkata, Tel. No. 033-22132200, Contact Person: CA B. K.
Biswas (Membership No. 055623) and B. N. Misra & Co, Chartered Accountants (Firm Reg No.
321095E) located at S-29, Maitri Vihar (Phase - II), Bhubaneshwar - 751023, Tel. No. 0674-2302776,
16
 Contact Person: CA B N Misra (Membership No. 083927) have certified, vide their certificate dated
March 21, 2017 that the Company has adequate financial resources for fulfilling all obligations under
the Buyback Offer.

12.4 Based on the above certificate, the Manager to the Buyback Offer has satisfied itself about the ability of
the Company to implement the Buyback Offer in accordance with the Buyback Regulations.

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

13.1 The present capital structure of the Company, is as follows:

Particulars Aggregate value at face value

(` in crore)
Authorised share capital
200,00,00,000 Equity Shares of ` 10 each 2,000.00
Issued, subscribed and paid up share capital before the Buyback
80,15,14,607 Equity Shares of `10 each, fully paid up 801.51
Issued, subscribed and paid up share capital after the Buyback
75,66,02,607 Equity Shares of ` 10 each, fully paid up 756.60*
*Assuming full acceptance of Equity Shares in the Buyback Offer in the Ratio of Buyback

13.2 During the 3 years preceding the date of the publication of Public Announcement (i.e. March 22, 2017),
the Company has not bought back any Equity Shares under any Buyback programme.

13.3 As on the date of the publication of Public Announcement (i.e. March 22, 2017), there are no
outstanding preference shares, partly paid-up Equity Shares or outstanding convertible instruments or
calls in arrears.

13.4 The shareholding pattern of the Company pre-Buyback, as on record date i.e. Wednesday, April 5,
2017, as well as the post Buyback (assuming full acceptance of the Buyback) shareholding, is as shown
below:

Pre Buyback Post Buyback*

Particulars No. of %of the No. of % of the post
Equity existing Equity Equity Buyback Equity
Shares Share Capital Shares Share Capital
Promoter [] [] [] []
Foreign Investors (including [] [] [] []
Non Resident Indians, FIIs,
FPIs and Foreign Mutual
Funds
Financial Institutions/ Banks/ [] []
Mutual Funds promoted by
Banks/ Institutions
Other (public, public bodies [] []
corporate etc.)
Total [] [] [] []
*Assuming full acceptance of Equity Shares in the Buyback Offer in the Ratio of Buyback

13.5 Assuming that the Promoter i.e. President of India acting through Ministry of Petroleum and Natural
Gas, Government of India, tenders 4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand) Equity
Shares in the Buyback (in accordance with the declaration provided by them), the aggregate
shareholding of the Promoter, post Buyback will increase to []% of the post Buyback equity share
capital of the Company, if all the public Shareholders participate upto their entitlement (full acceptance)
and will reduce to []% of the post Buyback equity share capital of the Company if none of the public
shareholders participate in the Buyback Offer.

13.6 No shares or other specified securities in the Company were either purchased or sold by the Promoter
during the period of six months preceding the date of the Board Meeting at which the Buyback was
approved i.e. March 20, 2017. Except as stated below:

17
 Aggregate number Nature of Maximum Date of Minimum Date of
of Equity Shares Transaction Price (`) Maximum Price (`) Minimum
purchased or sold Price Price
60,15,650* Sale 10 January 25, 10 January 25,
2017 2017
*Transfer of Equity Shares to CPSE ETF

Further, Government of India had transferred 27,12,560 shares to the escrow account of CPSE ETF on
March 10, 2017. Furthermore, vide letter dated March 24, 2017, Promoter has informed the Company
that the Promoter has sold 23,51,257 Equity Shares of ` 10 each on March 22, 2017 to Reliance Nippon
Life Asset Management Limited, asset management company of the central public sector enterprises
exchange traded fund mutual fund scheme. Thus, as on date of the Draft Letter of Offer the
shareholding of Promoter stands as under:

S. Name of shareholder No. of No. of Equity Percentage of

No. Equity Shares held in issued Equity
Shares held dematerialized form Share capital
1. President of India, acting through 53,37,93,769 53,37,93,769 66.60%
Ministry of Petroleum and Natural
Gas, Government of India

Subsequent to the date of Board Meeting, till the date of this Draft Letter of Offer, the Promoter of the
Company has not entered into any transactions in relation to the Equity Shares of the Company.

13.7 Except details as mentioned in Paragraph 13.6, no Equity Shares have been purchased/ sold/ transferred
by the Promoter of the Company during the period of twelve months preceding the date of publication
of the Public Announcement (i.e. March 22, 2017)

13.8 There is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions
of the Companies Act, 2013.

13.9 The Company shall not issue any Equity Shares including by way of bonus, from the date of publication
of the Public Announcement till the date of closure of this Buyback.

14. BRIEF INFORMATION ABOUT THE COMPANY

14.1 The Company was incorporated as a private limited company on February 18, 1959 under the name
Oil India Private Limited, pursuant to a promoters agreement dated January 14, 1958, between the
President of India, Burmah Oil Company Limited and Assam Oil Company Limited. At the time of
incorporation, Burmah Oil Company Limited and the President of India held two-thirds and one third of
the Equity Share capital of the Company, respectively. The Company was incorporated with the main
object of exploration and production of crude oil (including natural gas). The Company became a
deemed public limited company with effect from March 28, 1961 and the word private was deleted
from the name on May 4, 1961. Pursuant to an agreement dated July 27, 1961, between Burmah Oil
Company Limited and Assam Oil Company Limited and the Company, Burmah Oil Company Limited
transferred certain of its Equity Shares to President of India, and both became equal partners holding a
50:50 interest in the Equity Shares of the Company. Thereafter, pursuant to the Burmah Oil Company
(Acquisition of Shares of Oil India Limited and of the Undertakings in India of Assam Oil Company
Limited and the Burmah Oil Company (India Trading) Limited) Act, 1981, the Equity Shares in the
Company held by Burmah Oil Company Limited were transferred to the President of India, pursuant to
which our Company became a wholly owned Government company. The Company received a fresh
certificate of incorporation on conversion to a public limited company from the RoC on August 30,
1995.

14.2 The Companys registered office is situated at Duliajan, Distt. Dibrugarh, Assam 786602, India. The
Corporate office is situated at Plot No. 19, Sector 16A, Noida 201301, Uttar Pradesh, India.

14.3 The Company is an integrated oil and gas company which has extensive in-house capabilities and
expertise in the domains of oil and gas exploration and production. The Companys major oil and gas
production is from its operational area of Upper Assam and Arunachal Pradesh. A small part of the
Companys gas production is from Rajasthan also. During the year 2015-16, crude oil production and
natural gas production was 3.247 MMT and 2.838 bcm respectively. Additionally, oil production also
18
 comes from the Companys equity investment in USA, Russia and Venezuela. The Company in
consortium, during October 2016, acquired participating interest through equity investment in
producing Vankor and TAAS fields in Russia. Oil and gas production from these fields is being sold by
M/s Roseneft along with the share of all other partners domestically and overseas.

14.4 The Company is engaged mainly in exploration and production of crude oil and natural gas. The
Company is presently operating PEL and PML blocks in Assam, Arunachal Pradesh, Andhra Pradesh,
Mizoram and Rajasthan. Additionally, the Company has exploration, discovered and producing
acreages in Nigeria, Bangladesh, Yemen, Myanmar, Libya, Gabon, USA, Venezuala, Mozambique and
Russia. Moreover, Company is engaged in crude oil and product transportation business. The
Company's trunk pipeline carries crude from OIL & ONGCs oilfields of Assam to refineries in Digboi,
Numaligarh, Guwahati and Bongaigaon. The same pipeline also transports imported crude of IOCL
from Barauni to Bongaigaon refinery. The Companys Numaligarh-Siliguri Pipeline transports products
generated from Numaligarh refinery to Siliguri terminal. The Company also has entered into renewable
energy business and has setup 121.6 MW of wind power generation units in the state of Rajasthan,
Gujarat and Madhya Pradesh and 14 MW of solar energy generation unit in Rajasthan. The Company
has also initiated action to augment its wind power generation capacity by 50 MW. Additionally, the
Company has stake in Numaligarh Refinery Limited (26%), Brahmaputra Cracker & Polymers Limited
(10%) and DNP Limited (23%).

14.5 The Equity Shares of the Company are listed on BSE and NSE.

Growth of the business of the Company:

14.6 In the last few years the Company has witnessed a continuous growth in its natural gas production. In
the year 2015-16, the Company has its highest ever gas production of 2.838 bcm. The Company is
taking further steps to increase its gas production mainly from its existing fields of Assam and
Arunachal Pradesh. The Company's oil production is witnessing decline from its fields in Assam and
Arunachal Pradesh. The Company is putting efforts to increase production by induction of technology
including Enhanced Oil Recovery scheme and other drilling and production technology. The Company's
equity participation in Vankor and TAAS clusters of M/s Roseneft in Russia is expected to increase its
production substantially. Further, OIL jointly with ONGC Videsh Ltd. has 10% participating stake in
prolific Rovuma Area 1 Mozambique Block.

14.7 Details of changes in share capital of the Company since incorporation are as follows:

Date of No. of Face Issue Consideration Cumulative Equity Share Cumulative

Issue/ Equity Value price in Cash/ other No. of Capital (`) Equity Share
Allotment Shares (`) (`) than cash Equity Capital (`)
Shares
March 26,
1959 1,20,000 1,000 1,000 Cash 1,20,000 1200,00,000 1200,00,000

January
25, 1960 60,000 1,000 1,000 Cash 1,80,000 600,00,000 1800,00,000

January
10, 1961 30,000 1,000 1,000 Cash 2,10,000 300,00,000 2100,00,000

April 28,
30,000 1,000 1,000 Cash 2,40,000 300,00,000 2400,00,000
1961
November
40,000 1,000 1,000 Cash 2,80,000 400,00,000 2800,00,000
2, 1961
Bonus issue
(in the ratio of
September 1.5 Equity
4,20,000 1,000 N.A. 7,00,000 4200,00,000 7000,00,000
23, 1994 Shares for
every 1 Equity
Share held)
August 11, Split of 700,000 equity shares of ` 1,000 each to
700,00,000 NA 7000,00,000
1995 70,000,000 Equity Shares of ` 10 each
March 29,
13,34,800 10 109 Cash 713,34,800 133,48,000 71,33,48,000
1996
19
 Date of No. of Face Issue Consideration Cumulative Equity Share Cumulative
Issue/ Equity Value price in Cash/ other No. of Capital (`) Equity Share
Allotment Shares (`) (`) than cash Equity Capital (`)
Shares
Bonus issue
(in the ratio of
July 2, 1 Equity Share
713,34,800 10 N.A. 1426,69,600 7133,48,000 14,26,696,000
1996 for every 1
Equity Share
held)
Bonus issue
(in the ratio of
December 1 Equity Share
713,34,800 10 N.A. 2140,04,400 7133,48,000 21,40,044,000
26, 2000 for every 2
Equity Share
held)
September
264,49,982 10 1050 Cash 2404,54,382 2644,99,820 240,45,43,820
23, 2009
Bonus Issue
(in the ratio of
April 2, 3 equity shares
3606,81,573 10 N.A. 6011,35,955 36068,15,730 601,13,59,550
2012 for every 2
Equity Shares
held)
Bonus Issue
(in the ratio of
January 1 equity share
2003,78,652 10 N.A. 8015,14,607 20037,86,520 801,51,46,070
16, 2017 for every 3
Equity Shares
held)

14.8 The Board of Directors of the Company as on the date of publication of Public Announcement (i.e.
March 22, 2017) was as under:

S. Name, Qualification, Designation Director on Other Directorships

No. Occupation, Age and DIN the Board
since:
1. Shri. Utpal Bora, Chairman and July 18, 2016 Numaligarh Refinery Limited
Qualification: B.Tech ( Petroleum Managing Oil India (USA) Inc
Engineering) from ISM, Dhanbad, Director Oil India International Limited
Advanced Management Certificate
from IIM, Lucknow, Leadership
Development Programme from
ISB, Hyderabad
Occupation: Service
Age: 57 Years
DIN: 07567357
2. Mrs. Rupshikha Saikia Borah Director October 1, Brahmaputra Cracker and
Qualification: M.Com from Delhi (Finance) 2013 Polymer Limited
School of Economics, University Oil India International Limited
of Delhi, Fellow member of Oil India Sweden AB
Institute of Chartered Accountants Oil India (USA) Inc.
of India, Fulbright Hubert
Humphrey Fellowship, USA
Occupation: Service
Age: 58 Years
DIN: 06700534
3. Shri. Sudhakar Mahapatra Director August 4, Oil India International Limited
Qualification: M.Sc (Geology), (Exploration and 2014
International Diploma in Development)
Petroleum Exploration and
Reservoir Evaluation from NTH,
Trondheim, Norway
20
S. Name, Qualification, Designation Director on Other Directorships
No. Occupation, Age and DIN the Board
since:
Occupation: Service
Age: 59 Years
DIN: 06941346
4. Shri. Biswajit Roy Director (Human May 8, 2015 Oil India (USA) Inc.
Qualification: B.E (Chemical Resource and JSC Vankorneft
Engineering) from University of Business Taas-Yuryakh
Roorkee (now IIT Roorkee), Development) Neftegazodobycha LLC
National Management Programme Beas Rovuma Energy
(NMP) from Management Mozambique Ltd
Development Institute (MDI),
Oil India International Limited
Gurgaon
Occupation: Service
Age: 55 Years
DIN:07109038
5. Shri. Pramod Kumar Sharma Director June 1, 2015 World Ace Investment Ltd,
Qualification: M.Sc (Geophysics) (Operations) Cyprus
from Banaras Hindu University Oil India (USA) Inc
(BHU), Varanasi (UP)
Post Graduate Diploma in
Management (PGDM) with
specialization in HR &
International Business, from All
India Management Association
(AIMA), New Delhi
Occupation: Service
Age: 56 Years
DIN: 07194463
6. Shri. Sunjay Sudhir, IFS Government January 7, ONGC Videsh Limited
Qualification: B. Tech from the Nominee 2016 Indian Strategic Petroleum
Indian Institute of Technology, Director Reserves Limited
New Delhi. Diplomatic Practice
from Oxford University
Occupation: Service
Age: 51 Years
DIN: 07396936
7. Shri. Amar Nath, IAS Government August 16, Oil and Natural Gas
Qualification: B.Sc (Mechanical Nominee 2016 Corporation Limited
Engineering) from National Director
Institute of Technology,
Kurukshetra, Kurukshetra
University MA (International
Development Policy) from Duke
University, USA
Occupation: Service
Age: 50 Years
DIN: 05130108

14.9 The details of changes in the Board of Directors during the last 3 years from the date of the publication
of the Public Announcement (i.e. March 22, 2017) are as under:
S. Name of Director, Date of Joining Date of Cessation Reason
No. Designation & DIN / Appointment
1. Shri. Sudhakar Mahapatra August 04, 2014 Continuing Appointment
Designation: Director
(Exploration and Development)
DIN: 06941346
2. Shri. Nripendra Kumar Bharali September 26, February 1, 2015 Superannuation
Designation: Director (Human 2010
Resource and Business
Development)
21
S. Name of Director, Date of Joining Date of Cessation Reason
No. Designation & DIN / Appointment
DIN: 03262719
3. Shri. Sunil Kumar Srivastava May 1, 2012 July 1, 2015 Superannuation
Designation: Chairman and
Managing Director
DIN: 02809123
4. Shri. Biswajit Roy May 8, 2015 Continuing Appointment
Designation: Director (Human
Resource and Business
Development)
DIN: 07109038
5. Shri. Satchidananda Rath March 31, 2011 June 1, 2015 Superannuation
Designation: Director
(Operations)
DIN: 03495179
6. Shri. Pramod Kumar Sharma June 1, 2015 Continuing Appointment
Designation: Director
(Operations)
DIN: 07194463
7. Shri. Nalin Kumar Srivastava August 22, 2013 January 2, 2016 Cessation
Designation: Govt. Nominee
Director
DIN: 06682842
8. Shri. Subhasish Panda February 26, May 7, 2015 Cessation
Designation: Govt. Nominee 2014
Director
DIN: 02331848
9. Shri. Upendra Prasad Singh May 11, 2015 July 1, 2015 Cessation
Designation: Govt. Nominee
Director
DIN: 00354985
10. Shri. Sunjay Sudhir January 7, 2016 Continuing Appointment
Designation: Govt. Nominee
Director
DIN: 07396936
11. Shri. Shekhar Chaudhuri September 16, September 3, Completion of tenure
Designation: Independent 2012 2015
Director
DIN: 00052904
12. Shri. Suresh Chand Gupta September 16, September 3, Completion of tenure
Designation: Independent 2012 2015
Director
DIN: 00541198
13. Shri. Gautam Barua September 16, September 3, Completion of tenure
Designation: Independent 2012 2015
Director
DIN: 01226582
14. Shri. Anup Mukerji September 16, September 3, Completion of tenure
Designation: Independent 2012 2015
Director
DIN: 01460272
15. Shri. Bhaskar Ramamurthi September 16, September 3, Completion of tenure
Designation: Independent 2012 2015
Director
DIN: 01914155
16. Shri. Upendra Prasad Singh July 1, 2015 June 1, 2016 Cessation
Designation: Chairman and
Managing Director
DIN: 00354985
17. Shri. A. P. Sawhney June 1, 2016 July 18, 2016 Cessation
Designation: Chairman and
22
 S. Name of Director, Date of Joining Date of Cessation Reason
No. Designation & DIN / Appointment
Managing Director
DIN: 03359323
18. Shri. Utpal Bora July 18, 2016 Continuing Appointment
Designation: Chairman and
Managing Director
DIN: 07567357
19. Shri. Amar Nath August 16, 2016 Continuing Appointment
Designation: Govt. Nominee
Director
DIN: 05130108

14.10 The buyback will not result in any benefit to the Directors of the Company/ Promoter and person in
control of the Company/ group companies except to the extent of their intention to participate in the
Buyback and actual participation in the Buyback and the change in their shareholding as per the
response received in the Buyback, as a result of the extinguishment of Equity Shares which will lead to
reduction in the Equity Share Capital post Buyback.

The Board of Directors of the Company hold the following Equity Shares as on the date of publication
of Public Announcement (i.e. March 22, 2017):

S. Name of shareholder No. of Equity No. of Equity Shares held Percentage of issued
No. Shares held in dematerialised form Equity Share capital
1. Mrs. Rupshikha Saikia 6,666* 6,666 Negligible
Borah
2. Mr. Pramod Kumar 3,000 3,000 Negligible
Sharma
*Equity Shares are held jointly with Shri. Nayan Mani Borah

15. FINANCIAL INFORMATION ABOUT THE COMPANY

15.1 The salient financial information of the Company, as extracted from the audited standalone results for
the last three financial years viz. 2016, 2015 and 2014 and unaudited financial results for nine month
period ended December 30, 2016 is detailed below:
(` in crores)
Key Financials For nine months For the year For the year For the year
period ended ended March 31, ended March ended March
December 31, 2016 2016 31, 2015 31, 2014
(Limited Review)* (Audited)** (Audited)** (Audited)**
Revenue from Operations 6,998.50 9,764.87 9,748.23 9,586.82
Other Income 883.59 1375.90 1271.63 1628.64
Total Income 7,882.09 11,140.77 11,019.86 11,215.46
Total Expenses other than
4,564.86 6,150.04 6,217.84 6,020.43
Interest, Depreciation and Tax
Interest 300.34 346.10 340.68 68.78
Depreciation 759.85 966.06 732.64 715.81
Exceptional Items: Expense / - 215.13 - -
(Income)
Profit Before Tax 2,257.04 3,463.44 3,278.70 4,410.44
Provisions for Tax (including 727.67 1133.33 1218.50 1429.14
Deferred Tax)
Profit/(Loss) discontinuing - - - -
operation
Profit/ (Loss) After Tax 1,529.37 2,330.11 2,510.20 2,981.30
Paid-up Equity Share Capital 601.14 601.14 601.14 601.14
Reserve & Surplus, excluding 23,079.40 217,00.66 20,896.42 20,107.04
revaluation reserves & Misc.
expenditures to the extent not
written off

23
 Key Financials For nine months For the year For the year For the year
period ended ended March 31, ended March ended March
December 31, 2016 2016 31, 2015 31, 2014
(Limited Review)* (Audited)** (Audited)** (Audited)**
Net worth, excluding 23,680.54 22,301.80 21,497.56 20,708.18
revaluation reserves & Misc.
expenditures to the extent not
written off
Total Debt, excluding working 9,367.44 9,198.75 8,341.08 7,810.91
capital loans
*As per Ind-AS
**As per IGAAP

15.2 The salient financial information of the Company, as extracted from the audited consolidated financial
statements for the last three financial years viz. 2016, 2015, 2014 is detailed below:

Key Financials For the year For the year For the year
ended March ended March ended March 31,
31, 2016 31, 2015 2014
(Audited)** (Audited)** (Audited)**
Revenue from Operations 9,884.11 9,978.38 9,689.83
Other Income 1,219.96 1,258.39 1,588.66
Total Income 11,104.07 11,236.77 11,278.49
Total Expenses other than Interest, Depreciation and
6,402.75 6,345.81 6,043.65
Tax
Interest 366.49 349.09 70.78
Depreciation 1,105.22 864.75 821.58
Exceptional Items: Expense / (Income) 248.19 - -
Profit Before Tax 2,981.42 3,677.12 4,342.48
Provisions for Tax (including Deferred Tax) 1,166.61 1,192.24 1,420.06
Profit/(Loss) discontinuing operation - - -
Profit/ (Loss) After Tax 2,003.91 2,608.40 2,990.33
Paid-up Equity Share Capital 601.14 601.14 601.14
Reserve & Surplus, excluding revaluation reserves & 21,926.38 20,883.56 20,080.02
Misc. expenditures to the extent not written off
Net worth, excluding revaluation reserves & Misc. 22,527.52 21,484.70 20,681.16
expenditures to the extent not written off
Total Debt, excluding working capital loans 10,216.42 9,070.14 8,174.57
*As per Ind-AS
**As per IGAAP
Note:
1. Consolidated financial results for December 31, 2016 are not are not prepared by the Company.
2. The profit after tax includes share of profit in associates.

15.3 Financial Ratios for the last three financial years viz. Fiscal 2016, 2015 and 2014 and nine month period
ended December 31, 2016 based on standalone financial statements are as under:

Particulars Nine months For the year For the year For the year
period ended ended March ended March ended March
December 31, 31, 2016 31, 2015 31, 2014
2016 (Audited) (Audited) (Audited)
(Limited
Review)
Earnings per Share (`) 19.08 38.76 41.76 49.59
Debt/ Equity Ratio 0.40 0.41 0.39 0.07
Book Value (` per Share) 393.93 370.99 357.62 344.48
Return on Net worth (%) 6.57 10.64 11.90 14.94
Total Debt/ Net worth (%) 38.56 41.25 38.80 37.72

24
 15.4 Financial Ratios for the last three financial years viz. Fiscal 2016, 2015 and 2014 based on consolidated
financial statements are as under

Particulars For the year ended For the year ended For the year ended
March 31, 2016 March 31, 2015 March 31, 2014
(Audited) (Audited) (Audited)
Earnings per Share (`) 33.34 43.39 49.74
Debt/ Equity Ratio 0.41 0.39 0.07
Book Value (` per Share) 374.75 357.40 344.04
Return on Net worth (%) 9.11 12.37 14.98
Total Debt/ Net worth (%) 45.35 42.22 39.53

Notes:

1. Net worth = Equity Capital + Reserves & Surplus Miscellaneous Expenditure

2. Total Debt = Long Term Borrowings + Short Term Borrowings + Current Maturities of Long Term
Borrowings

Key Ratios basis:

Earnings per Share- Basic (`) Net profit attributable to the equity shareholders /
Weighted average number of Shares outstanding during
the year
Book Value per Share (`) (Paid up Equity Share Capital + Reserves and Surplus) /
No. of Equity Shares Subscribed
Return on Networth excluding revaluation Net Profit After Tax/ Average Net Worth excluding
reserves (%) revaluation reserves
Debt- Equity Ratio Long Term Debt/ Net Worth

15.5 The Company shall comply with the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended, as may be applicable. The Company hereby declares that it has
complied with Sections 68, 69 and 70 of the Companies Act, 2013 and the rules made thereunder. The
Company further declares that it will comply with Regulation 23 of the Buyback Regulations.

16. STOCK MARKET DATA

16.1 The Companys Equity Shares are listed on BSE and NSE. The maximum volume of trading in the
Equity Shares of the Company is recorded on NSE. The high, low and average market prices in
preceding three financial years (April to March period) and the monthly high, low and average market
prices for the six months preceding the date of publication of the Public Announcement (i.e. March 22,
2017) from September 2016 to February 2017 and the corresponding volumes on the BSE and NSE is
as follows:

For NSE:

Period High* Date of Number of Low* Date of Number of Average Total volume
(`) High Shares (`) Low shares Price* of traded in
traded on traded on (`) the period
that date that date (Shares)
PRECEDING 3 YEARS
April 1, 2015 April 17, March 1,
528.00 12,14,951 300.35 5,99,292 413.08 12,68,28,438
March 31, 2016 2015 2016
April 1, 2014 September March 27,
669.95 5,07,711 450.10 4,00,296 559.84 10,12,03,864
March 31, 2015 9, 2014 2015
April 1, 2013 May 31, August
629.90 66,15,099 415.10 2,56,403 495.42 9,77,32,284
March 31, 2014 2013 28, 2013
PRECEDING 6 MONTHS
September September 1,
September 2016 411.00 3,12,537 381.65 5,11,478 398.62 1,24,56,725
27, 20116 2016
October October 3,
October 2016 421.50 4,43,069 402.35 6,42,836 414.18 71,15,090
14, 2016 2016
November November 9,
November 2016 446.00 14,39,953 379.05 4,72,332 415.74 1,15,38,040
24, 2016 2016
December 2016 453.50 December 2,18,310 423.15 December 1, 11,03,414 438.94 97,81,163
25
 Period High* Date of Number of Low* Date of Number of Average Total volume
(`) High Shares (`) Low shares Price* of traded in
traded on traded on (`) the period
that date that date (Shares)
30, 2016 2016
January January 31,
January 2017 495.00 22,29,277 326.00 42,05,557 388.08 1,98,15,095
11, 2017 2017
February February 20,
February 2017 351.50 9,24,440 320.20 10,90,649 335.04 1,40,98,259
7, 2017 2017
Source: www.bseindia.com
* High and Low price for the period are based on intra day prices and Average Price is based on average of
closing price.

For BSE:

Period High* Date of Number of Low*( Date of Number of Average Total

(`) High Shares `) Low shares Price* volume of
traded on traded on (`) traded in
that date that date the period
(Shares)
PRECEDING 3 YEARS
April 1, 2015 April 17, March 1,
526.00 51,572 300.50 70,546 413.14 1,13,56,992
March 31, 2016 2015 2016
April 1, 2014 September March 27,
668.80 60,359 450.00 50,555 559.78 1,66,91,546
March 31, 2015 9, 2014 2015
April 1, 2013 May 31, August 29,
629.70 1,41,426 415.00 40,806 495.23 93,68,619
March 31, 2014 2013 2013
PRECEDING 6 MONTHS
September September
September 2016 411.00 48,397 382.10 35,272 398.51 21,20,339
27, 2016 1, 2016
October October 3,
October 2016 421.40 28,984 402.00 89,397 414.01 8,73,826
10, 2016 2016
November November
November 2016 446.00 1,66,717 378.80 34,080 415.61 14,72,659
24, 2016 9, 2016
December December
December 2016 453.80 34,297 424.00 1,69,822 438.84 9,21,228
12, 2016 1, 2016
January January 20,
January 2017 489.90 98,971 325.50 58,843 388.29 14,05,414
11, 2017 2017
February February
February 2017 351.10 97,593 320.35 1,06,551 335.22 11,36,410
7, 2017 20, 2017
Source: www.nseindia.com
* High and Low price for the period are based on intra day prices and Average Price is based on average of
closing price.

16.2 The closing market price of the Equity Shares of the Company:

(a) As on March 17, 2017 i.e. the trading day before March 20, 2017, being the date of Board Meeting
approving the Buyback was ` 335.80 per Equity Share on BSE and ` 334.05 per Equity Share on NSE.
(b) As on March 20, 2017, i.e. the date of Board Meeting approving the Buyback was ` 334.00 per Equity
share on BSE and ` 334.05 per Equity share on NSE.
(c) As on March 21, 2017, i.e. the day immediately after March 20, 2017, being the date of Board Meeting
approving the Buyback was ` 332.70 per Equity Share on BSE and ` 332.50 per Equity Share on NSE.
(d) As on March 22, 2017, i.e., the date of publication of Public Announcement was issued was ` 328.80
per Equity Share on BSE and ` 328.65 per Equity Share on NSE.

17. DETAILS OF STATUTORY APPROVALS

17.1 The Buyback Offer is subject to approval, if any required, under the provisions of the Companies Act,
2013 , FEMA, the Buyback Regulations and/or such other applicable rules and regulations in force for
the time being.

17.2 Non-Resident Shareholders (excluding OCBs) permitted under the automatic process prescribed under
applicable FEMA Regulations, read with the consolidated Foreign Direct Investment policy issued by
the Government of India, are not required to obtain approvals from RBI.

17.3 Erstwhile OCB are required to obtain specific prior approval from RBI for tendering Equity Shares in
26
 the Buyback Offer. The Company shall not accept Equity Shares from OCB Shareholders in respect of
whom such RBI approval is required and copies of such approvals are not submitted.

17.4 As on date, there are no other statutory or regulatory approvals required to implement the Buyback
Offer, other than that indicated above. If any statutory or regulatory approval becomes applicable
subsequently, the Buyback Offer will be subject to such statutory or regulatory approval(s). In the event
of any delay in receipt of any statutory / regulatory approvals, changes to the proposed timetable of the
Buyback Offer, if any, shall be intimated to the Stock Exchanges.

17.5 The Buyback has been approved by the Board of Directors in their meeting held on March 20, 2017.

18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER

Eligible Shareholders holding Shares in dematerialized form and Shareholder Brokers (who have submitted
bids on behalf of Eligible Shareholders holding shares in physical form) are required to send the Tender
Form, TRS, physical share certificate (for physical Shareholders only) and other documents by
superscribing the envelope as Oil India Buyback Offer 2017 to the Registrar to the Buyback Offer
either by registered post/courier or hand delivery at their below office, so that the same are received within
2 (two) days from the Buyback Closing Date i.e. []:

KARVY COMPUTERSHARE PRIVATE LIMITED

Karvy Selenium Tower B, Plot No 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad- 500 032
Contact Person: Murali Krishna M
Tel: 040 67162222; Fax: 040 23431551;
E-mail: [email protected];
Website: www.karvycomputershare.com
SEBI Registration No.: INR000000221; Validity Period: Permanent Registration
CIN: U72400TG2003PTC041636

TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT TO
THE COMPANY OR TO THE MANAGER TO THE BUYBACK OFFER.

ELIGIBLE SHAREHOLDERS ARE ADVISED TO ENSURE THAT THE TENDER FORM, TRS
AND OTHER RELEVANT DOCUMENTS ARE COMPLETE IN ALL RESPECTS; OTHERWISE
THE SAME ARE LIABLE TO BE REJECTED.

19. PROCESS AND METHODOLOGY FOR THE BUYBACK

19.1 The Company proposes to buyback not exceeding 4,49,12,000 (Four Crore Forty Nine Lakh Twelve
Thousand) Equity Shares from the Eligible Shareholders of the Company, on a proportionate basis,
through the Tender Offer process at a price of ` 340 (Rupees Three Hundred Forty Only) per Equity
Share, payable in cash for an aggregate consideration not exceeding of ` 1527.01 crore (Rupees One
Thousand Five Hundred Twenty Seven Crore and One Lakh only) excluding transaction costs viz.
brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc. The maximum
number of Equity Shares proposed to be bought back represents 5.60% of the total number of Equity
Shares in the paid-up share capital of the Company. The Buyback is in accordance with the provisions of
Section 68, 69, 70 and all other applicable provisions, if any, of the Companies Act 2013 and rules made
thereunder, in accordance with Article 19 of the Articles of Association of the Company and the Buyback
Regulations and subject to such other approvals, permissions and sanctions as may be necessary, from
time to time from statutory authorities including but not limited to SEBI, Stock Exchanges, RBI etc. The
Buyback Offer Size represents 7.00% and 6.93% of the aggregate of the fully paid-up equity share
capital and free reserves as per the audited standalone and consolidated financial statements of the
Company for the financial year ended March 31, 2016, respectively (the last audited financial statements
available as on the date of the Board Meeting approving the Buyback).

The Company expresses no opinion as to whether Eligible Shareholders should participate in the
Buyback and, accordingly, Eligible Shareholders are advised to consult their own advisors to consider
participation in the Buyback.

19.2 The aggregate shareholding of the Promoter as on Record Date is [] ([]) Equity Shares, which
27
 represents []% ([] percent) of the existing Equity Share capital of the Company. In terms of the
Buyback Regulations, under the Tender Offer process, the Promoter of the company has the option to
participate in the Buyback. In this regard, the Promoter of the Company has expressed its intention, vide
its letter dated March 20, 2017 to participate in the Buyback and tender up to [] ([]) Equity Shares.

19.3 Assuming that the Promoter i.e. President of India acting through Ministry of Petroleum and Natural Gas,
Government of India, tenders 4,49,12,000 (Four Crore Forty Nine Lakh Twelve Thousand) Equity
Shares, in the Buyback (in accordance with the declaration provided by them), the aggregate
shareholding of the Promoter, post Buyback will increase to []% of the post Buyback equity share
capital of the Company, if all the public Shareholders participate upto their entitlement (full acceptance)
and will reduce to []% of the post Buyback equity share capital of the Company if none of the public
shareholders participate in the Buyback Offer.

19.4 Record Date, Ratio of the Buyback and entitlement of each Shareholder

a) The Buyback Committee in its meeting held on March 21, 2017 announced Wednesday, April 5,
2017 as the Record Date for the purpose of determining the Buyback Entitlement and the names
of the Shareholders, who are eligible to participate in the Buyback Offer.

b) The Equity Shares proposed to be bought back by the Company shall be divided in two
categories:

Reserved category for Small Shareholders (Reserved Category); and

General category for all Eligible Shareholders other than Small Shareholders (General
Category)

c) As defined in the Buyback Regulations, a Small Shareholder is a shareholder who holds

Equity Shares having market value, on the basis of closing price on the stock exchanges in which
the highest trading volume as on Record Date, of not more than ` 2,00,000 (Rupees Two Lakh
only). As on the Record Date, the volume of Shares traded on NSE was [] shares and on BSE
was [] Shares. Accordingly, [] being the exchange with highest turnover, the closing price was
`[] and hence all Shareholders holding not more than [] Equity Shares as on the Record Date
are classified as Small Shareholders for the purpose of the Buyback Offer.

d) Based on the above definition, there are [] Small Shareholders with aggregate shareholding of
[] Shares, as on Record Date, which constitutes []% of the outstanding paid up equity share
capital of the Company and []% of the number of [] Equity Shares which are proposed to be
bought back as part of this Buyback Offer.

e) In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small
Shareholders, will be[] Equity Shares which is higher of:

i. Fifteen percent of the number of Equity Shares which the Company proposes to Buyback
i.e. 15% of [] Equity Shares which works out to [] Equity Shares; or
ii. The number of Equity Shares entitled as per their shareholding as on Record Date [i.e.
([]/ []) x []] which works outs to [] Equity Shares.

All the outstanding Equity Shares have been used for computing the entitlement of Small
Shareholders since the Promoter also intends to offer Equity Shares held by them in the Buyback.

In case the total number of Equity Shares held by the Small Shareholders on the Record Date
is[], which is less than [] (higher of (i) and (ii) above) the maximum number of Equity Shares
reserved for Small Shareholders will be restricted to the total number of Equity Shares held
by the Small Shareholders as on Record Date.

f) Based on the above and in accordance with Regulation 6 of the Buyback Regulations, [] Equity
Shares will be reserved for Small Shareholders. Accordingly, General Category shall consist of
[] Equity Shares.

g) Based on the above entitlements, the Ratio of Buyback for both categories is decided as below:

28
 Category Ratio of Buyback
Reserved Category [] Equity Shares out of every [] fully paid-up Equity
Shares held on the Record Date
General Category [] Equity Shares out of every [] fully paid-up Equity
Shares held on the Record Date

19.5 Fractional Entitlements

If the Buyback Entitlement, after applying the above mentioned ratios to the Equity Shares held on
Record Date, is not a round number (i.e. not in the multiple of 1 (one) Equity Share) then the fractional
entitlement shall be ignored for computation of Buyback Entitlement to tender Equity Shares in the
Buyback Offer, for both categories of Eligible Shareholders.

On account of ignoring the fractional entitlement, those Small Shareholders who hold [] or less Equity
Shares as on Record Date will be dispatched a Tender Form with zero entitlement. Such Small
Shareholders are entitled to tender Additional Equity Shares as part of the Buyback Offer and will be
given preference in the Acceptance of one Equity Share, if such Small Shareholders have tendered for
Additional Equity Shares. The Company shall make best efforts subject to Buyback Regulations in
accepting Equity Shares tendered by such Eligible Shareholder to the extent possible and permissible.

19.6 Basis of Acceptance of Equity Shares validly tendered in the Reserved Category

Subject to the provisions contained in this Draft Letter of Offer, the Company will accept the Shares
tendered in the Buyback Offer by the Small Shareholders in the Reserved Category in the following
order of priority:

a) Full acceptance (i.e. 100%) of Shares from Small Shareholders in the Reserved Category who
have validly tendered their Shares, to the extent of their Buyback Entitlement, or the number of
Shares tendered by them, whichever is less.

b) Post the acceptance as described in paragraph 19.6 (a) above, in case, there are any Shares left to
be bought back from Small Shareholders in the Reserved Category, the Small Shareholders who
were entitled to tender zero Shares (on account of ignoring the fractional entitlement), and have
tendered Additional Shares, shall be given preference and one Equity Share each from the
Additional Shares tendered by these Small Shareholders shall be bought back in the Reserved
Category.

c) Post the acceptance as described in paragraph 19.6 (a) and (b) above, in case, there are any validly
tendered unaccepted Shares in the Reserved Category (Reserved Category Additional Shares)
and Shares left to be bought back in Reserved Category, the Reserved Category Additional Shares
shall be accepted in a proportionate manner and the acceptances shall be made in accordance with
the Buyback Regulations, i.e. valid acceptances per Shareholder shall be equal to the Reserved
Category Additional Shares tendered by the Shareholder divided by the total Reserved Category
Additional Shares and multiplied by the total number of Shares remaining to be bought back in
Reserved Category. For the purpose of this calculation, the Reserved Category Additional Shares
taken into account for such Small Shareholders, from whom one Equity Share has been accepted
in accordance with paragraph 19.6 (b) above, shall be reduced by one.

d) Adjustment for fractional results in case of proportionate acceptance, as described in paragraph

19.6 (c) above, will be made as follows:

For any Small Shareholder, if the number of Additional Shares to be accepted, calculated
on a proportionate basis is not in the multiple of 1 and the fractional acceptance is greater
than or equal to 0.50, then the fraction would be rounded off to the next higher integer.
For any Small Shareholder, if the number of Additional Shares to be accepted, calculated
on a proportionate basis is not in the multiple of 1 and the fractional acceptance is less than
0.50, then the fraction shall be ignored.

19.7 Basis of Acceptance of Equity Shares validly tendered in the General Category

Subject to the provisions contained in this Draft Letter of Offer, the Company will accept the Shares
tendered in the Buyback Offer by Eligible Shareholders (other than Small Shareholders) in the General
Category in the following order of priority:
29
 a) Full Acceptance (i.e.100%) of Shares from Eligible Shareholders in the General Category who
have validly tendered their Shares, to the extent of their Buyback Entitlement, or the number of
Shares tendered by them, whichever is less.

b) Post the acceptance as described in paragraph 19.7 (a) above, in case, there are any validly
tendered unaccepted Shares in the General Category (General Category Additional Shares)
and Shares left to be bought back in General Category, the General Category Additional Shares
shall be accepted in a proportionate manner and the acceptances shall be made in accordance with
the Buyback Regulations, i.e. valid acceptances per Eligible Shareholder shall be equal to the
General Category Additional Shares validly tendered by the Eligible Shareholders divided by the
total General Category Additional Shares and multiplied by the total number of Shares remaining
to be bought back in General Category.

c) Adjustment for fractional results in case of proportionate acceptance, as described in paragraph

19.7 (b) above, will be made as follows:

For any Eligible Shareholder, if the number of Additional Shares to be accepted, calculated
on a proportionate basis is not in the multiple of 1 (one) and the fractional acceptance is
greater than or equal to 0.50, then the fraction would be rounded off to the next higher
integer.
For any Eligible Shareholder, if the number of Additional Shares to be accepted, calculated
on a proportionate basis is not in the multiple of 1 (one) and the fractional acceptance is less
than 0.50, then the fraction shall be ignored.

19.8 Basis of Acceptance of Shares between Categories

a) After acceptances of tenders, as mentioned in 19.6 and 19.7 above, in case, there are any Shares
left to be bought back in one category (Partially filled Category), and there are additional
unaccepted validly tendered Shares (Further Additional Shares) in the second Category (Over
Tendered Category), then the Further Additional Shares in the Over Tendered Category shall be
accepted in a proportionate manner i.e. valid Acceptances per Shareholder shall be equal to the
Further Additional Shares validly tendered by an Eligible Shareholder in the Over Tendered
Category divided by the total Further Additional Shares in the Over Tendered Category and
multiplied by the total Shares left to be bought back in the Partially filled Category.

b) If the Partially Filled Category is the General Category and the Over Tendered Category is the
Reserved Category, then any Small Shareholder who has tendered Additional Shares shall be
eligible for priority acceptance of one Equity Shares before acceptance in paragraph 19.8(a) above
out of the Shares left to be bought back in the Partially Filled Category, provided no acceptance
could take place from such Shareholder in accordance with paragraph 19.6.

c) Adjustment for fraction results in case of proportionate acceptance, as defined in paragraph 19.8(a)
above:

For any Eligible Shareholder, if the number of Further Additional Shares to be accepted,
calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is
greater than or equal to 0.50, then the fraction would be rounded off to the next higher integer.
For any Eligible Shareholder, if the number of Further Additional Shares to be accepted,
calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is
less than 0.50, then the fraction shall be ignored.

19.9 For avoidance of doubt, it is clarified that the Shares accepted under the Buyback Offer from each
Eligible Shareholder, in accordance with above clauses, shall be lower of the following:

the number of Shares tendered by the respective Shareholder, and

the number of Shares held by the respective Shareholder, as on the Record Date.

19.10 For the avoidance of doubt, it is clarified that the Equity Shares tendered by any Eligible Shareholder
over and above the number of Shares held by such Eligible Shareholder as on the Record Date shall not
be considered for the purpose of Acceptance in accordance with above clauses.

30
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT

20.1 The Buyback is open to all Eligible Shareholder(s) holding Shares either in physical and/or dematerialized
form on the Record Date.

20.2 The Company proposes to effect the Buyback through Tender Offer process, on a proportionate basis.
This Letter of Offer and Tender Form, outlining the terms of the Buyback Offer as well as the detailed
disclosures as specified in the Buyback Regulations, will be mailed to Eligible Shareholders whose names
appear on the register of members of the Company, or who are beneficial owners of Equity Shares as per
the records of Depositories, on the Record Date.

20.3 The Company will not accept any Equity Shares offered for Buyback where there exists any restraint
order of a Court for transfer / disposal/ sale or where loss of share certificates has been notified to the
Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other
restraint subsists.

20.4 The Company shall comply with Regulation 19(5) of the Buyback Regulations which states that the
Company shall not buyback the locked-in Equity Shares and non-transferable Equity Shares till the
pendency of the lock-in or till the Equity Shares become transferrable.

20.5 Eligible Shareholders participation in Buyback will be voluntary. Shareholders can choose to participate,
in part or in full, and get cash in lieu of the Shares accepted under the Buyback or they may choose not to
participate and enjoy a resultant increase in their percentage shareholding, post Buyback, without
additional investment. Shareholders may also tender a part of their Buyback Entitlement. Shareholders
also have the option of tendering Additional Shares (over and above their Buyback Entitlement) and
participate in the shortfall created due to non-participation of some other Shareholders, if any. Acceptance
of any Shares tendered in excess of the Buyback Entitlement by the Shareholder, shall be in terms of
procedure outlined in paragraph 19 (Process and Methodology for the Buyback) of this Draft Letter of
Offer.

20.6 The Company shall accept all the Equity Shares validly tendered for the Buyback by Eligible
Shareholders, on the basis of their Buyback Entitlement as on the Record Date.

20.7 Eligible Shareholders will have to transfer the Equity Shares from the same demat account in which they
were holding the Equity Shares as on the Record Date and in case of multiple demat accounts, Eligible
Shareholders are required to tender the applications separately from each demat account. In case of any
changes in the demat account in which the Equity Shares were held as on Record Date, such Eligible
Shareholders should provide sufficient proof of the same to the Registrar, and the such tendered shares
may be accepted subject to appropriate verification and validation by the Registrar.

20.8 As elaborated under Paragraph 19.4(b) above, the Equity Shares proposed to be bought as a part of the
Buyback is divided into two categories: (a) Reserved Category for Small Shareholders and (b) the General
Category for other Eligible Shareholders, and the Buyback Entitlement of an Eligible Shareholder in each
category shall be calculated accordingly.

20.9 After accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be
bought as a part of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity
Shares tendered, over and above their Buyback Entitlement, by Eligible Shareholders in that category, and
thereafter, from Eligible Shareholders who have tendered over and above their Buyback Entitlement, in
other category.

20.10 The Buyback shall be implemented by the Company using the Mechanism for acquisition of shares
through Stock Exchange notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13,
2015, circular no. CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, Notice Number 20170202-34
dated February 02, 2017, from BSE and following the procedure prescribed in the Companies Act, 2013
and the Buyback Regulations and as may be determined by the Board (including the Committee
authorized to complete the formalities of the Buyback) and on such terms and conditions as may be
permitted by law from time to time.

20.11 The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the number of Equity
Shares held by the Eligible Shareholder as on the Record Date.

20.12 For implementation of the Buyback, the Company has appointed IDBI Capital Markets & Securities
31
 Limited as the registered broker to the Company (the Company's Broker) through whom the purchases
and settlements on account of the Buyback would be made by the Company. The contact details of the
Companys Broker are as follows:

IDBI Capital Markets & Securities Limited

(Formerly, known as IDBI Capital Market and Services Limited)
3rd Floor, Mafatlal Centre, Nariman Point, Mumbai - 400021
Contact Person: Ms. Charushila Parkar
Tel: +91 (22) 4322 1212;
Fax: +91 (22) 2285 0785
Email:[email protected]
Website: www.idbicapital.com
SEBI Registration Number: INZ000007237
CIN: U65990MH1993GOI075578

20.13 The Company will request BSE to provide the separate Acquisition Window to facilitate placing of sell
orders by the Eligible Shareholders who wish to tender Equity Shares in the Buyback. BSE would be the
Designated Stock Exchange for this Buyback Offer. All Eligible Shareholders may place orders in the
Acquisition Window, through their respective stock brokers (Shareholder Broker).

20.14 At the beginning of the Tendering Period, the order for buying Equity Shares shall be placed by the
Company through the Companys Broker. During the Tendering Period, the order for selling the Shares
will be placed in the Acquisition Window by Eligible Shareholders through their respective Shareholder
Broker during normal trading hours of the secondary market. In the tendering process, the Companys
Broker may also process the orders received from the Shareholders.

20.15 Shareholder Broker can enter orders for demat Shares as well as physical Shares.

20.16 Modification / cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed
during the Tendering Period of the Buyback offer. Multiple bids made by single Eligible Shareholder for
selling the Shares shall be clubbed and considered as one bid for the purposes of Acceptance.

20.17 The cumulative quantity tendered shall be made available on BSE website- www.bseindia.com throughout
the trading session and will be updated at specific intervals during the Tendering Period.

20.18 All documents sent by the Eligible Shareholders will be at their own risk. Eligible Shareholders are
advised to safeguard adequately their interests in this regard.

20.19 Procedure to be followed by Eligible Shareholders holding Equity Shares in the dematerialised
form

Eligible Shareholders who desire to tender their Equity Shares in the electronic form under the Buyback
would have to do so through their respective Shareholder Broker by indicating to the concerned
Shareholder Broker, the details of Equity Shares they intend to tender under the Buyback.

The Shareholder Broker would be required to place a bid on behalf of the Eligible Shareholders who wish
to tender Equity Shares in the Buyback using the acquisition window of the BSE. Before placing the bid,
the Eligible Shareholder would need to transfer the tendered Equity Shares to the special account of India
Clearing Corporation Limited (Clearing Corporation / ICCL), by using the early pay in mechanism
as prescribed by the BSE or the Clearing Corporation. This shall be validated at the time of order/bid
entry. The details of the settlement number for the Buyback shall be informed in the issue opening
circular that will be issued by BSE/ Clearing Corporation.

For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation
of order/bid by custodians. The custodian shall either confirm or reject the orders not later than 6:00 p.m.
on the last day of the Tendering Period i.e. date of closing of the Buyback Offer. Thereafter, all
unconfirmed orders shall be deemed to be rejected. For all confirmed custodian participant orders, any
order modification shall revoke the custodian confirmation and the revised order shall be sent to the
custodian again for confirmation.

Upon placing the bid, the Shareholder Broker shall provide a Transaction Registration Slip (TRS)
generated by the exchange bidding system to the Eligible Shareholder on whose behalf the bid has been
placed. TRS will contain details of order submitted like Bid ID No., Application No., DP ID, Client ID,
32
 Number of Equity Shares tendered etc.

Eligible Shareholders who have tendered their Equity Shares in the Buyback may deliver the Tender
Form duly signed (by all Shareholders in case shares are in joint names) in the same order in which they
hold the shares, along with the TRS generated by the exchange bidding system either by registered post or
courier or hand delivery to the Registrar to the Buyback Offer at the address mentioned on the cover page
of this Draft Letter of Offer) not later than 2 (two) days from the Closing Date i.e. [] (by 5 PM). The
envelope should be superscribed as Oil India Buyback Offer 2017. In case of non-receipt of the
completed Tender Form and other documents, but receipt of Shares in the special account of the Clearing
Corporation and a valid bid in the exchange bidding system, the Buyback shall be deemed to have been
accepted, for demat Shareholders.

The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to
receive credit in case of return of Equity Shares due to rejection or partial acceptance.Eligible
Shareholders shall also provide all relevant documents, which are necessary to ensure transferability of
the Equity Shares in respect of the Tender Form to be sent. Such documents may include (but not be
limited to):

i. Duly attested power of attorney, if any person other than the Eligible Shareholder has signed the
Tender Form;

ii. Duly attested death certificate and succession certificate/ legal heirship certificate, in case any
Eligible Shareholder has expired; and

iii. In case of companies, the necessary certified corporate authorizations (including board and/ or
general meeting resolutions).

20.20 Procedure to be followed by Registered Eligible Shareholders holding Equity Shares in the Physical
form

Eligible Shareholders who are holding physical Equity Shares and intend to participate in the Buyback
will be required to approach their respective Shareholder Broker along with the complete set of
documents for verification procedures to be carried out before placement of the bid. Such documents will
include:

a) The Tender Form duly signed (by all Shareholders in case shares are in joint names) in the same
order in which they hold the shares.

b) Original share certificates

c) Valid share transfer form(s) duly filled and signed by the transferors (i.e. by all registered
Shareholders in same order and as per the specimen signatures registered with the Company) and
duly witnessed at the appropriate place authorizing the transfer in favor of the Company.

d) Self-attested copy of the PAN Card(s) of all Shareholders.

e) Any other relevant documents such as (but not limited to):

i. Duly attested Power of Attorney if any person other than the Eligible Shareholder has signed
the relevant Tender Form
ii. Notarized copy of death certificate / succession certificate or probated will, if the original
Shareholder has deceased
iii. Necessary corporate authorisations, such as Board Resolutions etc., in case of companies

f) In addition to the above, if the address of the Shareholder has undergone a change from the address
registered in the Register of Members of the Company, the Shareholder would be required to
submit a self-attested copy of address proof consisting of any one of the following documents:
valid Aadhar Card, Voter Identity Card or Passport.

Based on these documents, the concerned Shareholder Broker shall place a bid on behalf of the
Shareholders holding Equity Shares in physical form who wish to tender Equity Shares in the Buyback,
using the acquisition window of BSE. Upon placing the bid, the Shareholder Broker shall provide a TRS
generated by the Exchange Bidding System to the Shareholder. TRS will contain the details of order
submitted like Folio No., Certificate No., Distinctive No., No. of Equity Shares tendered etc.
33
 Any Shareholder Broker who places a bid for physical Equity Shares, is required to deliver Tender Form,
TRS, original share certificate(s), valid share transfer form(s) & other documents (as mentioned in
Paragraph hereinabove) either by registered post or courier or hand delivery to the Registrar to the
Buyback Offer at the address mentioned on the cover page of this Draft Letter of Offer not later than 2
(two) days from the Buyback Closing Date i.e. [] (by 5 PM). The envelope should be superscribed as
Oil India Buyback Offer 2017. One copy of the TRS will be retained by Registrar to the Buyback
Offer and it will provide acknowledgement of the same to the Shareholder Broker.

Shareholders holding physical shares should note that physical Equity Shares will not be accepted unless
the complete set of documents is submitted. Acceptance of the physical Equity Shares for Buyback by the
Company shall be subject to verification as per the Buyback Regulations and any further directions issued
in this regard.

Registrar to the Buyback Offer will verify such bids based on the documents submitted on a daily basis
and till such verification, BSE shall display such bids as unconfirmed physical bids. Once Registrar to
the Buyback Offer confirms the bids, they will be treated as Confirmed Bids.

In case any person has submitted Equity Shares in physical form for dematerialisation, such Eligible
Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well
in time so that they can participate in the Buyback Offer before the Buyback Closing Date.

20.21 Additional requirements in respect of tenders by Non-resident shareholders

a) While tendering their Equity Shares under the Buyback Offer, all Eligible Shareholders being
Non-resident Shareholders should provide relevant confirmations/ declarations vide the duly
filled-in and signed (by all shareholders in case the Equity Shares are held in joint names) Tender
Forms (including a copy of the permission received from RBI wherever applicable). In the event
relevant confirmations / declarations are not provided in the Tender Forms or there is ambiguity in
the information provided, the Company reserves the right to reject such Tender Forms.

b) FII/FPI shareholders should also enclose a copy of their SEBI registration certificate.

c) In case the Equity Shares are held on repatriation basis, the Non-Resident Shareholders should
enclose documents in support of the same. Such documents should include:

a copy of the permission received by them from RBI at the time of the original acquisition of
Shares
a letter from the Shareholders authorized dealer/bank confirming that at the time of acquiring
the said Equity Shares, payment for the same was made by the Non-resident shareholder from
the appropriate account as specified by RBI in its approval.
Any other document which evidences repatriability of sale proceeds in respect of the tendered
Shares.

In case the Non-resident shareholder is not in a position to produce supporting documents towards
enabling repatriation, the Shares would be deemed to have been acquired on non-repatriation basis
and in that case the Non-Resident Shareholder shall submit a consent letter addressed to the
Company, allowing the Company to make the payment on a non-repatriation basis in respect of the
valid Shares accepted under the Offer i.e. by way of credit to an non-repatriation bank account or
issuance of Rupee demand draft.

d) If any of the above stated documents, as applicable, are not enclosed along with the Tender Form,
the Equity Shares tendered under the Buyback Offer are liable to be rejected.

20.22 Non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer to any Eligible
Shareholder, shall not invalidate the Buyback Offer in any way. Shareholders not receiving the Letter of
Offer, if they so desire, may also apply on the Tender Form downloaded from SEBI website
(www.sebi.gov.in) or obtain a duplicate copy of the same by writing to the Registrar to the Buyback
Offer. Please note that the Company shall accept Equity Shares validly tendered for the Buyback Offer on
the basis of their holding and entitlement as appearing in the records of the Company as on the Record
Date.

20.23 The acceptance of the Buyback Offer made by the Company is entirely at the discretion of the Eligible
34
 Shareholders of the Company. The Company does not accept any responsibility for the decision of any
Eligible Shareholder to either participate or to not participate in the Buyback Offer. The Company will not
be responsible in any manner for any loss of Share certificate(s) and other documents during transit and
the Eligible Shareholders are advised to adequately safeguard their interest in this regard.

20.24 The instructions and authorizations contained in the Tender Form constitute an integral part of the terms
of this Buyback Offer.

20.25 In case of non-receipt of the Letter of Offer / Tender Form:

a) In case the Equity Shares are in dematerialised form: An Eligible Shareholder may participate
in the Offer by downloading the Tender Form from the website of the Company i.e. www.oil-
india.com or send an application in writing on plain paper signed by all Eligible Shareholders (in
case of joint holding), stating name and address of Shareholder(s), number of Equity Shares held
as on the Record Date, Client ID number, DP Name/ID, beneficiary account number, number of
Equity Shares tendered for the Buyback.

b) In case the Equity Shares are in physical form: An Eligible Shareholder may participate in the
Buyback Offer by providing an application in writing on a plain paper signed by all Eligible
Shareholders (in case of joint holding) stating name, address, folio number, number of Equity
Shares held, share certificate number, number of Equity Shares tendered for the Buyback Offer
and the distinctive numbers thereof, enclosing the original share certificate(s), copy of Eligible
Shareholders PAN card(s), executed share transfer form in favour of the Company and other
necessary documents. The transfer form SH-4 can be downloaded from the Companys website i.e.
www.oil-india.com. Shareholders/ Shareholder Broker must ensure that the Tender Form, along
with TRS and the requisite documents, reach the Registrar to the Buyback Offer no later than 2
(two) days from the Buyback Closing Date [], 2017 (by 5 P.M). If the signature(s) of the Eligible
Shareholders provided in the plain paper application differs from the specimen signature(s)
recorded with the Registrar of the Company or are not in the same order (although attested), such
applications are liable to be rejected under this Buyback Offer.

Eligible Shareholder(s) who intend to participate in the Buyback using the plain paper option as
mentioned in this paragraph are advised to confirm their entitlement from the Registrar to the
Buyback Offer, before participating in the Buyback.

Please note that Eligible Shareholder(s) who intend to participate in the Buyback will be required
to approach their respective Shareholder Broker (along with the complete set of documents for
verification procedures) and have to ensure that their bid is entered by their respective
Shareholder Broker or broker in the electronic platform to be made available by BSE before the
Buyback Closing Date, otherwise the same are liable to be rejected.

20.26 Acceptance of orders

The Registrar shall provide details of order Acceptance to Clearing Corporation within specified
timelines.

20.27 Method of Settlement

Upon finalization of the basis of acceptance as per Buyback Regulations:

(i) The Company will pay the consideration to the Companys Broker on or before the pay-in date for
settlement. For Equity Shares accepted under the Buyback, the Shareholder will receive funds
payout in their bank account from Clearing Corporation. The payment of consideration to all
Shareholders validly participating in the Buyback will be made in Indian National Rupees.

(ii) The Equity Shares bought back in the demat form would be transferred directly to the escrow
account of the Company (the Demat Escrow Account) provided it is indicated by the
Companys Broker or it will be transferred by the Companys Broker to the Demat Escrow
Account on receipt of the Equity Shares from the clearing and settlement mechanism of the BSE.

(iii) Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Eligible
Shareholders would be returned to them by Clearing Corporation. If the securities transfer
instruction is rejected in the depository system, due to any issue then such securities will be
35
 transferred to the Shareholder Brokers depository pool account for onward transfer to the
Shareholder. In case of custodian participant orders, excess demat Shares or unaccepted demat
Shares, if any, will be returned to the respective custodian participant. The custodian participants
would return these unaccepted shares to their respective clients on whose behalf the bids have
been placed.

(iv) Equity Shares in Physical form, to the extent tendered but not accepted, will be returned back to
the concerned Shareholders directly by Registrar to the Buyback Offer. The Company will issue a
new single share certificate for all the unaccepted and excess physical shares and return the same
to the sole/first Shareholder (in case of joint Shareholders). Share certificates in respect of
unaccepted and excess / rejected Shares and other documents, if any, will be sent by Registered
Post / Speed Post at the Shareholders sole risk to the sole/first Shareholder (in case of joint
Shareholders), at the address recorded with the Company, not later than [],2017.

(v) Every Shareholder Broker who puts in a valid bid on behalf of an Eligible Shareholder, would
issue a contract note and pay the consideration for the Equity Shares accepted under the Buyback
and return the balance unaccepted Equity Shares to their respective clients. Companys Broker
would also issue a contract note to the Company for the Equity Shares accepted under the
Buyback.

(vi) Shareholders who intend to participate in the Buyback should consult their respective Shareholder
Broker for payment to them of any cost, applicable taxes, charges and expenses (including
brokerage) that may be levied by the Shareholder Broker upon the selling Eligible Shareholders
for tendering Equity Shares in the Buyback (secondary market transaction). The Buyback
consideration received by the selling Shareholders from their respective Shareholder Broker, in
respect of accepted Equity Shares, could be net of such costs, applicable taxes charges and
expenses (including brokerage) and the Manager to the Buyback Offer and Company accepts no
responsibility to bear or pay such additional cost, charges and expenses (including brokerage)
incurred solely by the selling Shareholders.

(vii) The Equity Shares lying to the credit of the Demat Escrow Account and the Equity Shares bought
back and accepted in physical form will be extinguished in the manner and following the
procedure prescribed in the Buyback Regulations and Companies Act, 2013.

20.28 Settlement of Funds/Payment Consideration

The settlements of fund obligation for dematerialised and physical Equity Shares shall be effected as per
the SEBI circulars and as prescribed by Exchange and Clearing Corporation from time to time.

ICCL would settle the trades by making direct funds payout to the Equity Shareholders and the
Shareholders Broker would issue contract note. Companys Broker would also issue a contract note to the
Company for the Equity Shares accepted under the Buyback. If Equity Shareholders bank account details
are not available or if the fund transfer instruction is rejected by RBI or bank, due to any reasons, then the
amount payable to Equity Shareholders will be transferred to the Seller Member for onward transfer to the
Equity Shareholder.

20.29 Special Account opened with the Clearing Corporation

The details of transfer of the dematerialised Equity Shares to the special account by trading member or
custodians shall be informed in the issue opening circular that will be issued by the BSE or ICCL.

20.30 Rejection Criteria

The Equity Shares tendered by Eligible Shareholders would be liable to be rejected on the following
grounds:

For Eligible Shareholders holding shares in the dematerialized form if:

a. the Shareholder is not a Eligible Shareholder of the Company as on the Record Date; or
b. if there is a name mismatch in the dematerialised account of the Shareholder.

For Eligible Shareholders holding Equity Shares in the physical form if:
a. The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in
physical form are not received by the Registrar on or before the close of business hours of [], 2017
36
 ([]) by 5:00 p.m.;
b. If there is any other company share certificate enclosed with the Tender Form instead of the share
certificate of the Company;
c. If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of
the Eligible Shareholders;
d. If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical
Equity Share certificate; or
e. In the event the signature in the Tender Form and Form SH-4 do not match as per the specimen
signature recorded with Company or Registrar.

21. NOTE ON TAXATION

Disclosures in this paragraph are based on expert opinion sought by the Company.

SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE

APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY
THEIR RESPECTIVE ASSESSING OFFICERS IN THEIR CASE, AND THE APPROPRIATE
COURSE OF ACTION THAT THEY SHOULD TAKE. THE COMPANY DOES NOT ACCEPT
ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF SUCH ADVICE.

Given below is a broad summarization of the applicable sections of the Income Tax Act,1961 (Income
Tax Act) relating to treatment of income-tax in case of Buyback of listed equity shares on the stock
exchange, which is provided only as a guidance.

1. CLASSIFICATION OF SHARES AND SHAREHOLDERS

i. Based on the provisions of the Income Tax Act, shares can be classified under the following two
categories:
Shares held as investment (Income from transfer taxable under the head Capital Gains)
Shares held as stock-in-trade (Income from transfer taxable under the head Profits and Gains from
Business or Profession)
ii. Based on the provisions of the Income Tax Act, shareholders can be classified under the following
categories:
a. Resident Shareholders being:
Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of
Individuals (BOI)
Others
b. Non Resident Shareholders being:
Non Resident Indians (NRIs)
Foreign Institutional Investors (FIIs)
Others:
- Company
- Other than Company

2. SHARES HELD AS INVESTMENT

i. For non-residents, taxability of capital gains would be subject to beneficial provisions of applicable
Double Taxation Avoidance Agreement (DTAA).

ii. The taxability as per the provisions of the Income Tax Act is discussed below:
a. Nature of capital gains as per the provisions of the Income Tax Act.
As per the provisions of the Income Tax Act, for the purpose of determining as to whether the
capital gains are short-term or long-term in nature:
Where a capital asset, being listed equity shares of the Company being bought back, is held for a
period of less than or equal to 12 months prior to the date of transfer, the same shall be treated as
a short-term capital asset, and the gains arising the reform shall be taxable as short-term capital
gains (STCG).
Similarly, where listed equity shares are held for a period of more than 12 months prior to the
date of transfer, the same shall be treated as a long-term capital asset, and the gains arising there
from shall be taxable as long-term capital gains (LTCG).
37
 b. Capital gains on buy back of shares are governed by the provisions of section 46A of the Income
Tax Act. As per the provisions of section 46A, buyback of shares held as investment, would attract
capital gains in the hands of shareholders as per provisions of section 48 of the Income Tax Act.

Buyback of shares through a recognized stock exchange

iii. Where transaction for transfer of such equity shares (i.e. buyback) is entered into through a recognized
stock exchange and such transaction is chargeable to Securities Transaction Tax (STT), the taxability is as
under (for all categories of shareholders):
LTCG arising from such transaction would be exempt under section 10(38) of the Income Tax
Act; and
STCG arising from such transaction would be subject to tax @ 15% under section 111A of the
Income Tax Act.
Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable
to income-tax is considered while computing the tax on such STCG.

3. SHARES HELD AS STOCK-IN-TRADE

i. If the shares are held as stock-in-trade by any of the Shareholders of the Company, then the gains would
be characterized as business income. In such a case, the provisions of section 46A of the Income Tax Act
would not apply.
ii. Resident Shareholders
For individuals, HUF, AOP, BOI, profits from business as determined under the provisions of the
Income Tax Act would be taxable at slab rates.
For persons other than individuals, HUF, AOP, BOI profits would be taxable at the rate of 30%.
No benefit of indexation by virtue of period of holding would be available in any case.
iii. Non Resident Shareholders
For Non Residents, taxability of profits as business income would be subject to beneficial
provisions of applicable DTAA.
Where DTAA provisions are not applicable:
For non-resident individuals, HUF, AOP, BOI, profits would be taxable at slab rates
For foreign companies, profits would be taxed in India @ 40%
For other non-resident shareholders, such as foreign firms including LLPs, profits would be
taxed in India @ 30%

4. TAX DEDUCTION AT SOURCE

i. In case of Resident Shareholders
In the absence of any specific provision under the Income Tax Act, the Company shall not deduct tax on
the consideration payable to resident shareholders pursuant to the said Buyback.
ii. In the case of Non Resident Shareholders
Since the buyback is through the stock exchange, the responsibility of discharge of the tax due on the
gains (if any) is on the non-resident shareholder. It is therefore recommended the non-resident
shareholder may consult their custodians / authorised dealers / tax advisors appropriately.

5. THE TAX RATE AND OTHER PROVISIONS MAY UNDERGO CHANGES.

Notes:

i. In addition to the above Capital Gain Tax , Surcharge, Education Cess and Secondary and
Higher Education Cess are leviable as under:

a. In case of foreign companies and FIIs: Surcharge is levied @ 2% on the amount of income tax if
total income exceeds Rs. 1 crore but does not exceed Rs. 10 crore and @ 5% on the amount of
income-tax if total income exceeds Rs. 10 crore.

b. In case of other non-resident assesses (i.e. other than foreign companies): Surcharge @ 15% for non-
resident individual/HUF (@12% in case of others) is levied where the total income exceeds Rs.1
crore.
38
 c. In case of domestic companies: Surcharge @ 7% is levied where the total income exceeds Rs.1
crore but does not exceeds Rs.10 crores and @ 12% is levied where the total income exceeds
Rs.10 crores.

d. In case of resident assesses (i.e. other than domestic companies): Surcharge @ 15% (@12% in case
of firm, local authority & Co-operative Society) is levied where the total income exceeds Rs.1
crore.

e. Further in a case where surcharge is levied, Education Cess of 2% and Secondary and Higher
Education Cess of 1% will be levied on the amount of income-tax plus surcharge.

ii. The above note on taxation sets out the provisions of law in a summary manner only and is not a complete
analysis or listing of all potential tax consequences of the disposal of equity shares.

iii. All the above benefits are as per the current tax laws (including amendments made by the Finance Act,
2016), legislation, its judicial interpretation and the policies of the regulatory authorities are subject to
change from time to time, and these may have a bearing on the benefits listed above. Accordingly, any
change or amendments in the law or relevant regulations would necessitate a review of the above.

iv. Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed under the
provisions of the relevant sections under the relevant tax laws.

Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed under the
provisions of the relevant sections under the relevant tax laws.

This note is neither binding on any regulators nor can there be any assurance that they will not take a
position contrary to the comments mentioned herein. Hence you should consult with your own tax
advisors for the tax provisions applicable to your particular circumstances.

22. DECLARATION BY THE BOARD OF DIRECTORS

Declaration as required under clause (ix) and clause (x) of Part A of Schedule II to the Buyback
Regulations:

The Board of Directors made the below mentioned declaration as on the date of passing the board
resolution approving the Buyback i.e. March 20, 2017. Subsequently, pursuant to the authority granted to
the Buyback Committee by the Board of Directors of the Company, in terms of resolutions dated March
20, 2017, the Buyback Committee has confirmed on behalf of Board of Directors that:

i. The Board of Directors of the Company confirms that no defaults have been made or subsisting in the
repayment of deposits accepted either before or after the commencement of the Companies Act, 2013,
interest payment thereon, redemption of debentures or interest payment thereon redemption of
preference shares or payment of dividend to any shareholder, or repayment of any term loans or interest
payable thereon to any financial institutions or banking company.

ii. The Board of Directors of the Company confirms that it has made a full enquiry into the affairs and
prospects of the Company and has formed an opinion that:

a. Immediately following the date of the Board Meeting on March 20, 2017 and the date of this Draft
Letter of Offer, there will be no grounds on which the Company can be found unable to pay its
debts;

b. As regards the Companys prospects for the year immediately following the date of the Board
Meeting and the date of this Draft Letter of Offer , having regard to the Boards intentions with
respect to the management of the Company's business during the said year and to the amount and
character of the financial resources which will in the Boards view be available to the Company
during the said year, the Company will be able to meet its liabilities as and when they fall due and
will not be rendered insolvent within a period of one year from the date of the Board Meeting
approving the Buyback and within a period of one year from the date of this Draft Letter of Offer, as
the case may be;

c. In forming an opinion as aforesaid, the Board has taken into account the liabilities as if the Company
39
 were being wound up under the provisions of the Companies Act, 1956 (to the extent applicable)
and Companies Act, 2013 (to the extent notified), as the case may be, including prospective and
contingent liabilities.

This declaration is made and issued by the Buyback committee (under the authority of the Board of
Directors) in terms of the resolution passed at its meeting held on March 28, 2017.

For and on behalf of the Board of Directors of Company

Sd/- Sd/-
(Utpal Bora) (Rupshikha Saikia Borah)
Chairman and Managing Director Director (Finance)
(DIN: 07567357) (DIN: 06700534)

23. AUDITORS CERTIFICATE

The text of the report dated March 20, 2017 received from N.C. Banerjee & Co., Chartered Accountants, and
B. N. Misra & Co., Chartered Accountants, the Statutory Auditors of the Company addressed to the Board
of Directors of the Company is reproduced below:

Quote:

To,
The Board of Directors,
Oil India Limited
Duliajan, Distt. Dibrugarh,
Assam 786602
India

Dear Sirs,

Sub: Report in terms of Clause (xi) of Part A of Schedule II to the Securities and Exchange Board
of India (Buy Back of Securities) Regulations, 1998 (as amended).

We, N.C. Banerjee & Co. , Chartered Accountants, and B. N. Misra & Co., Chartered Accountants, the
Statutory Auditors of the Company, have been informed that the Board of Directors of the Company in
their meeting held on March 20, 2017 have decided to buy back Companys fully paid up equity shares as
allowed under Section 68, 69 and 70 of the Companies Act, 2013 the Companies (Share Capital and
Debenture) Rules, 2014 and subsequent amendments thereof and Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998, (Buyback Regulations) at a price of ` 340 (Rupees Three
Hundred Forty Only) per share. In terms of the requirements of Clause (xi) of Schedule II, Part A of the
Buyback Regulations, we confirm as under:

i. We have inquired into the state of affairs of the Company in relation to its audited accounts for the
year ended March 31, 2016, as approved by the Board of Directors in the meeting held on May 27,
2017and unaudited limited reviewed results for the nine months ended December, 2016 as approved
by the Board of Directors in their meeting held on 31st January 2017;

ii. The amount of permissible capital payment towards buy-back of equity shares (including premium) in
question as ascertained below in our view has been properly determined in accordance with Section 68
(2) (c) of the Companies Act, 2013 and Regulation 4(1) of Buyback Regulations:

Particulars Standalone Consolidated

As on 31.03.2016 As on 31.03.2016
Amount in ` Amount in `
Crore Crore
Issued, subscribed and fully paid up equity shares:
60,11,35,955 Equity Shares of ` 10 each, fully paid up 601.14 601.14
Total- A 601.14 601.14

Free Reserves:
General reserve 18,823.17 19,048.89
Surplus in the statement of profit and loss - -
40
 Particulars Standalone Consolidated
As on 31.03.2016 As on 31.03.2016
Amount in ` Amount in `
Crore Crore
Securities premium account 2,390.12 2,390.12
Total- B 21,213.29 21,439.01

Total C = A+B 21,814.43 22,040.15

Maximum amount permissible for the Buy-back i.e. 10 2181.44 2204.92
%of the aggregate fully paid-up equity share capital
and free reserves

iii. Based on the representations made by the Company and other information and explanations given to
us, which to the best of our knowledge and belief were necessary for this purpose, we report that we
are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to
any of the matters mentioned in the declaration as approved by the Board of Directors in their meeting
held on March 20, 2017, is unreasonable in all the circumstances in the present context.

iv. The Board of Directors in their meeting held on March 20, 2017, have formed the opinion in terms of
Clause (xi) of Part A of the Schedule II of the Buyback Regulations, on reasonable grounds that the
Company, having regard to its state of affairs, shall not be rendered insolvent within a period of one
year from that date.

v. We are not aware of anything to indicate that the opinion expressed by the Directors in the declaration
as to any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of
declaration.

The compliance with the provisions of the Companies Act, 2013 and Buyback Regulations is the responsibility
of the Companys management. Our responsibility is to report on the amount of permissible capital for the
buyback and report that the audited accounts on the basis of which calculation with reference to buyback is
done and read the resolution of the Board of Directors for the meeting held on March 20, 2017 referred to in
paragraph (i) and (v) above.

This report is addressed to and provided to the Board of Directors of the Company pursuant to the requirements
of the Buyback Regulations solely to enable the Board of Directors of the Company to include it in public
announcement, draft letter of offer and letter of offer to be circularised to the shareholders and filed with
various regulatory agencies and providing to parties including the Manager to the offer, in connection with
Buyback and should not be used for any other purpose or by any other person.

For N. C. Banerjee & Co. For B. N. Misra & Co

Chartered Accountants Chartered Accountants
Firm Registration no. 302081E Firm Registration no.321095E

S/d- S/d-
(CA B. K. Biswas) (CA B. N. Misra)
Partner Partner
Membership no. 055623 Membership no. 083927

Place: Kolkata
Date: 20th March, 2017

Unquote

24. DOCUMENTS FOR INSPECTION

The following material documents are available for inspection by shareholders of Oil India Limited at the
Registered Office: Duliajan, Dibrugarh, Assam- 786 602, India from 7.00 a.m. to 3.00 p.m. on any day,
except Saturdays, Sundays and public holidays, during the Tendering Period.

i. Copy of the Certificate of Incorporation;

ii. Memorandum and Articles of Association of Oil India Limited;
iii. Copy of the annual reports of Oil IndiaLimited for the last three financial years ended March 31, 2016,
March 31, 2015 and March 31, 2014 and unaudited financial results approved by Board of Directors for
41
 the nine months ended December 31, 2016 as filed with Stock Exchanges;
iv. Certified true copy of the resolution passed by the Board of Directors at the meeting held on March 20,
2017 approving proposal for Buyback;
v. Copy of Report dated March 20, 2017 received from N. C. Banerjee & Co., Chartered Accountants, and
B. N. Misra & Co., Chartered Accountants, the Statutory Auditors of the Company, in terms of clause
(xi) of Part A to Schedule II of the Buyback Regulations;
vi. Copy of Declaration of solvency and an affidavit verifying the same in Form SH-9, as prescribed under
section 68(6) of the Companies Act, 2013;
vii. SEBI Comments vide letter no.[] dated [];
viii. Copy of Escrow Agreement dated [], 2017 between Oil India Limited, [] and IDBI Capital Markets
& Securities Limited;
ix. Copy of the certificate from N. C. Banerjee & Co., Chartered Accountants, and B. N. Misra & Co., the
Statutory Auditors of the Company, dated March 21, 2017 certifying that the Company has adequate
funds for the purposes of Buyback;
x. Copy of Public Announcement dated March 21, 2017 published in the newspapers on March 22, 2017
regarding Buyback of Equity Shares;
xi. Opinion dated March 21, 2017 obtained by the Company on taxation.

25. DETAILS OF COMPLIANCE OFFICER

Shri. S. K. Senapati,
Company Secretary & Compliance Officer
Oil India Limited
Corporate Office, Plot No. 19, Sector 16A, Noida- 201301, Uttar Pradesh, India
Tel: 0120-2419000
Fax: 0120-2488310
E-mail: [email protected]
Website: www.oil-india.com

Investor may contact the Compliance Officer for any clarification or to address their grievances, if any, during
office hours i.e. 10:00 a.m. to 5:00 p.m. on all working days except Saturday, Sunday and public holidays.

26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL

OWNERS

i. In case of any grievances relating to the Buyback (i.e. non-receipt of the Buyback consideration, Share
certificate, demat credit, etc.) the investor can approach the Compliance Officer and/or Manager to the
Buyback and/or Registrar to the Buyback for redressal.

ii. If the Company makes any default in complying with the provisions of Section 68, 69, 70 of the
Companies Act, 2013, or the rules made thereunder, the Company or any officer of the Company who is in
default shall be punishable with imprisonment for a term and its limit, or with a fine and its limit or with
both in terms of the Companies Act, 2013.

iii. The address of the concerned office of the Registrar of Companies is as follows:

Registrar of Companies, Shillong

Morello Building,
Ground Floor
Shillong - 793001

27. DETAILS OF INVESTOR SERVICE CENTRES

In case of any query, the Shareholders may contact the Registrar & Transfer Agent on any day except Sunday
and Public holidays from 10:00 a.m.to 5:00 p.m. i.e. Monday to Friday and from 10.00 a.m. to 1.00 p.m. on
Saturday, at the following address:

KARVY COMPUTERSHARE PRIVATE LIMITED

Karvy Selenium Tower B, Plot No 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad- 500 032
Contact Person: Murli Krishna M
42
 Tel: 040 67162222
Fax: 040 23431551
E-mail: [email protected]
Website: www.karvycomputershare.com
SEBI Registration No.: INR000000221
Validity Period: Permanent Registration
CIN: U72400TG2003PTC041636

28. MANAGER TO THE BUYBACK OFFER

IDBI CAPITAL MARKETS & SECURITIES LIMITED

(Formerly known as IDBI Capital Market Services Limited)
3rd Floor, Mafatlal Centre, Nariman Point, Mumbai- 400 021
Contact Person: Mr. Sumit Singh / Mr. Priyankar Shetty
Tel: +91 (22) 4322 1212
Fax: +91 (22) 22850785
E-mail: [email protected]
Website: www.idbicapital.com
SEBI Registration No.: INM000010866
Validity Period: Permanent Registration
CIN: U65990MH1993GOI075578

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE

INFORMATION IN THE DRAFT LETTER OF OFFER

As per Regulation 19(1)(a) of the Buyback Regulations, the Board of Directors of the Company accept full
responsibility for the information contained in this Draft Letter of Offer and confirms that the information in
this Draft Letter of Offer contain true, factual and material information and does not contain any misleading
information. The Draft Letter of Offer is issued under the authority of the Board of Directors by the
Buyback Committee through Resolution passed by the Buyback Committee meeting held on March 28,
2017.

For and on behalf of the Board of Directors of

Oil India Limited

Sd/- Sd/- Sd/-

(Utpal Bora) (Rupshikha Saikia Borah) (S. K. Senapati)
Chairman and Managing Director Director (Finance) Company Secretary
(DIN: 07567357) (DIN: 06700534)

Date: March 28, 2017

Place: Noida

Enclosure:

1. Tender Form for Demat Shareholders

2. Tender Form for Physical Shareholders

43
 TENDER FORM
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)

BUYBACK OPENS ON: [], 2017

BUYBACK CLOSES ON: [], 2017
For Registrar use
Bid Number:
Inward No. Date Stamp
Date:

Status: Please tick appropriate box

Foreign Institutional
Individual Investors/ Foreign Portfolio
Investors
Insurance Company

Foreign Company Non Resident Indian / OCB FVCI

Body Corporate Bank / Financial Institution Pension/ PF

VCF Partnership/ LLP Others (specify)

India Tax Residency Status: Please tick appropriate box

Resident in India Non-Resident in India Resident of______________(Shareholder to fill the country of residence)
To,
The Board of Directors
Oil India Limited
Duliajan, Distt. Dibrugarh,
Assam 786602, India
Tel: 0120-2419000; Fax: 0120-2488310

Dear Sirs,
Sub: Letter of Offer dated [], 2017 to Buyback not exceeding 4,49,12,000 Equity Shares of Oil India Limited (the Company) at a price of `340
(Rupees Three Hundred Forty Only) per Equity Share (Buyback Offer Price), payable in cash (Buyback)
1. I/We (having read and understood the Letter of Offer dated [], 2017) hereby tender / offer my / our Equity Shares in response to the Buyback on the
terms and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback
to extinguish the Equity Share.
3. I / We hereby affirm and warrant that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us are free from all liens,
equitable interest, charges and encumbrance.
4. I / We declare and warrant that there are no restraints / injunctions or other order(s)/ covenants of any nature which limits / restricts in any manner my
/ our right to tender Equity Shares for Buyback and that I / We am / are legally entitled to tender/ offer the Equity Shares for the Buyback.
5. I / We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of Buyback
Regulations and circulars issued by SEBI.
6. I/We agree that the excess demat Shares or unaccepted demat Shares, if any, tendered would be returned to the Eligible Shareholder as per the
provision of Buyback Regulations and circulars issued by SEBI.
7. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
8. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender
/ offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act, 2013 and
rules made thereunder and the Buyback Regulations.
9. Details of Equity Shares held and tendered / offered for Buyback Offer:
In Figures In Words
Number of Equity Shares held as on Record Date
Number of Equity Shares entitled for Buyback
(Buyback Entitlement)
Number of Equity Shares offered for Buyback
Note: An Eligible Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible Shareholder up to the
Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over and above the Buyback Entitlement of
such Eligible Shareholder shall be accepted in accordance with Paragraph 19 of the Letter of Offer. Equity Shares tendered by any Eligible Shareholder over and above the number of Equity
Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance.

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Acknowledgement Slip: Oil India Limited Buyback Offer
(to be filled by the Eligible Shareholder) (subject to verification)
Folio No./DP ID: ____________________ Client ID _________________________________________________________________________________
Received from Shri./ Smt. __________________________________________________________________________________________________________________________

Form of Acceptance-cum-Acknowledgement, Original TRS along with:

No. of Equity Shares offered for Buyback (In Figures) ______________ _(In Words) _______________________________________ STAMP OF BROKER
____________________________________________________________________________________________________________
Please quote Client ID No. & DP ID No. for all future correspondence
10. Details of Account with Depository Participant (DP):

Name of the Depository (tick whichever is applicable) NSDL CDSL

Name of the Depository Participant

DP ID No.

Client ID with the Depository Participant

11. Equity Shareholders Details:

First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3

Full Name(s) of the
Shareholder(s)

Signature(s)*

PAN No.
Address of the Sole/First
Equity Shareholder
Telephone No. / Email ID of
the Sole/First Equity
Shareholder
*Corporate must affix rubber stamp and sign

Applicable for all Non- resident Shareholders- I / We undertake to pay income taxes in India on any income arising on such Buyback and taxable in
accordance with the prevailing income tax laws in India within 7th day of the succeeding month in which the Equity Shares are bought back by the
Company. I / We also undertake to indemnify the Company against any income tax liability on any income earned on such Buyback of shares by me / us.

INSTRUCTIONS

This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender /
Offer Form

1. This Buyback offer will open on [], 2017 and close on [], 2017.
2. The Equity Shares tendered in the Buyback shall be rejected if (i) the tenderer is not a Eligible Shareholder of the Company as on the Record Date; or (ii)
if there is a name mismatch in the demat account of the Shareholder; or (iii) if the Eligible Shareholder has made a duplicate bid.
3. Eligible Shareholder is required to transfer the Equity Shares under the Buyback Offer to Clearing Corporation, by using the settlement number through
the early pay-in mechanism of depositories. This shall be validated by the Shareholder Broker at the time of order/bid entry. The details of the settlement
number for the Buyback will be provided in a separate circular which shall be issued at the time of issue opening by Clearing Corporation/ BSE.
4. Eligible Shareholders who have tendered their Equity Shares in the Buyback may deliver the Tender Form duly signed (by all Shareholders in case
shares are in joint names) in the same order in which they hold the shares, along with the TRS generated by the exchange bidding system either by
registered post or courier or hand delivery to the Registrar to the Buyback Offer not later than 2 (two) days from the Buyback Closing Date i.e. []. The
envelope should be superscribed as Oil India Buyback Offer 2017. In case of non-receipt of the completed Tender Form and other documents, but
receipt of Equity Shares in the special account of the Clearing Corporation and a valid bid in the exchange bidding system, the Buyback shall be deemed
to have been accepted, for demat Eligible Shareholders.
5. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due
to rejection or partial acceptance. Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Eligible Shareholders would be
returned to them by Clearing Corporation. If the securities transfer instruction is rejected in the depository system, due to any issue then such securities
will be transferred to the Shareholder Brokers depository pool account for onward transfer to the Eligible Shareholder. In case of custodian participant
orders, excess demat Shares or unaccepted demat Shares, if any, will be returned to the respective custodian participant.
6. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in
plain paper in writing signed by such Eligible Shareholder, stating the name of the Eligible Shareholder, address of the Equity Shareholder, number of
Equity Shares held, Client ID number, DP name, DP ID number and number of Equity Shares tendered. Eligible Shareholders have to ensure that their bid
is entered in the electronic platform to be made available by the BSE before the closure of the Buyback.
7. Eligible Shareholders to whom the Buyback offer is made are free to tender Equity Shares to the extent of their Buyback Entitlement in whole or in part or
in excess of their Buyback Entitlement, but not exceeding their holding as on the Record Date.
8. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this
regard.
9. By agreeing to participate in the Buy-back the Non-resident Shareholders give the Company the unconditional and irrevocable authority and power to
make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary and
undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
10. Non-Resident Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the
approval from the RBI).
11. All capitalised items shall have the meaning ascribed to them in the Letter of Offer.

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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE
BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:

Investor Service Centre, Oil India Limited - Buyback offer

Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot No 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032
Contact Person: Murli Krishna M
Tel: +91 040 67162222; Fax: +91 040 23431551; E-mail: [email protected]; Website: www.karvycomputershare.com
SEBI Registration Number: INR000000221; Validity Period: Permanent Registration; CIN: U72400TG2003PTC041636
 TENDER FORM
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM)
BUYBACK OPENS ON: [], 2017
BUYBACK CLOSES ON: [], 2017

Bid Number: For Registrar use

Date: Inward No. Date Stamp

Status: Please tick appropriate box

Individual Foreign Institutional Investors/

Foreign Portfolio Investors Insurance Company

Foreign Company Non Resident Indian / OCB FVCI

Body Corporate Bank / Financial Institution Pension/ PF

VCF Partnership/ LLP Others (specify)

India Tax Residency Status: Please tick appropriate box
Resident in India Non-Resident in India Resident of______________ (Shareholder to fill the country of residence)
To,
The Board of Directors
Oil India Limited
Duliajan, Distt. Dibrugarh,
Assam 786602, India
Tel: 0120-2419000; Fax: 0120-2488310

Dear Sirs
Sub: Letter of Offer dated [], 2017 to Buyback not exceeding 4,49,12,000 Equity Shares of Oil India Limited (the Company) at a price of `340
(Rupees Three Hundred Forty Only) per Equity Share (Buyback Offer Price), payable in cash (Buyback)
1. I/We (having read and understood the Letter of Offer dated [], 2017) hereby tender / offer my / our Equity Shares in response to the Buyback in accordance
with the terms and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to
extinguish the Equity Share certificates.
3. I / We hereby affirm and warrants that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens, equitable
interest, charges and encumbrance.
4. I / We declare and warrant that there are no restraints / injunctions or other order(s)/ covenants of any nature which limits / restricts in any manner my / our
right to tender Equity Shares for Buyback and that I / we am / are legally entitled to tender/ offer the Equity Shares for the Buyback.
5. I/ We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of Buyback Regulations and
circulars issued by the SEBI.
6. We agree that the excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered would be returned to the Eligible Shareholder as per the
provisions of Buyback Regulations and circulars issued by the SEBI.
7. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
8. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer
and agree to abide by any decision that may be taken by the Company to effect the Buyback offer in accordance with the Companies Act, 2013 and the rules
made thereunder and the Buyback Regulations.
9. I / We authorize the Company to split the Equity Share certificates and issue a new consolidated Equity Share certificate for the unaccepted Equity shares in
case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback.
10. Details of Equity Shares held and tendered / offered for Buyback:
In Figures In Words
Number of Equity Shares held as on Record Date
Number of Equity Shares Entitled for Buyback (Buyback Entitlement)
Number of Equity Shares offered for Buy Back
Note: An Eligible Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible
Shareholder up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over
and above the Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with Paragraph 19 of the Letter of Offer. Equity Shares tendered by any
Eligible Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of
Acceptance.

11. Details of Share Certificate(s) Enclosed: Total No. of Share Certificates Submitted:
Serial Folio No. Share Certificate No. Distinctive No. No. of Shares
No. From To
1.
2.
3.
4.
Total
In case the number of folios and equity share certificates enclosed exceed four no.s, please attach a separate sheet giving details in the same format as above.
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Acknowledgement Slip: Oil India Limited Buyback Offer
(to be filled by the Eligbile Shareholder) (subject to verification)
Ledger Folio No.: _________________________
Received from Shri./ Smt. __________________________________________________________________________________________________________________________
Form of Acceptance-cum-Acknowledgement, Original TRS along with:____________________________
No. of Equity Shares offered for Buyback (In Figures) ______________ _(In Words) _______________________________________ STAMP OF BROKER
____________________________________________________________________________________________________________
Please quote Ledger Folio No. for all future correspondence
12. Details of other Documents (Please as appropriate, if applicable) enclosed:
Power of Attorney Previous RBI approvals for acquiring the Equity Shares of Oil India Limited tendered in the Buyback
Corporate authorizations Death Certificate
Succession Certificate Self attested copy of Permanent Account Number (PAN Card)
TRS Others (please specify)_____________________

13. Equity Shareholders Details:

First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) of the Shareholder
Signature(s)*
PAN No.
Address of the Sole/First Equity Shareholder
Telephone No. / Email ID of the Sole/First Equity Shareholder
*Corporate must affix rubber stamp and sign

Applicable for all Non- resident Shareholders- I / We undertake to pay income taxes in India on any income arising on such Buyback and taxable inaccordance with the
prevailing income tax laws in India within 7th day of the succeeding month in which the shares are bought back by the Company. I /We also undertake to indemnify the
Company against any income tax liability on any income earned on such Buyback of shares by me / us.
14. Details of the bank account of the sole or first Shareholder to be incorporated in the consideration warrant (to be mandatorily filled)

Name of the Bank Branch and City Account Number (indicate type of account)

INSTRUCTIONS
This Tender / Offer Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender / Offer Form
1. This Buyback offer will open on [], 2017 and close on [], 2017.
2. Eligible Shareholder who wish to tender their Equity Shares in response to this Buyback Offer should submit the following documents to their Shareholder Broker who in
turn would deliver the said documents along with Transaction Registration Slip (TRS) to the Registrar and Transfer Agent (RTA) / may submit the requisite documents
directly to the RTA; the documents should be sent to the RTA only after the placement of a valid bid; non-receipt of the below mentioned documents by the RTA till []
by 5:00 p. m. shall result in the rejection of the tendered Equity Shares:
i. The Tender form duly signed (by all Shareholders in case of shares are in joint names) in the same order in which they hold shares;
ii. Original Share Certificates;
iii. Valid share transfer form(s) (SH-4) duly filled and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen
signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favor of the Company.
iv. Self-attested copy of the Shareholders PAN Card.
v. Any other relevant documents such as (but not limited to) :
Duly attested Power of Attorney registered with the Registrar, if any person other than the Shareholder has signed the relevant Tender Form;
Notarized copy of death certificate/succession certificate or probated bill, if the original Shareholder has deceased;
Necessary corporate authorization, such as Board Resolutions etc., in case of companies;
vi. In addition to the above, if the address of the Shareholder has undergone a change from the address registered in the Register of Members of the Company, the
Shareholder of the Company would be required to submit a self-attested copy of address proof consisting of any one of the following documents: Valid Aadhar
Card, Voter identity card or Passport.
3. Eligible Shareholders to whom the Buyback offer is made are free to tender Equity Shares to the extent of their Buyback Entitlement in whole or in part or in excess of
their Buyback Entitlement, but not exceeding their holding as on the Record Date.
4. All documents/ remittances sent by or to Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this
regard.
5. All documents as mentioned above shall be enclosed with the valid Tender Form otherwise the Equity Shares will be liable for rejection. The Equity Shares shall be
liable for rejection on the following grounds amongst others:
i. The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical form are not received by the Registrar on or before the
close of business hours of [] by 5:00 p.m.;
ii. If there is any other company share certificate enclosed with the Tender Form instead of the share certificate of the Company;
iii. If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Shareholders;
iv. If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical Equity Share certificate; or
v. In the event the signature in the Tender Form and Form SH-4 do not match as per the specimen signature recorded with Company or Registrar.
For other grounds of rejection please refer to the Letter of Offer.
6. By agreeing to participate in Buyback the Non-resident Shareholders give the Company the unconditional and irrevocable authority and power to make, sign, execute,
deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the
company for such regulatory reporting, if required by the Company.
7. Non-Resident Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the approval from
the RBI).
8. The Equity Shares tendered in the Buyback shall be rejected if (i) the Shareholder is not a Eligible Shareholder of the Company as on the Record Date; or (ii) if there is a
name mismatch in the demat account of the Shareholder; or (iii) if the Eligible Shareholder has made a duplicate bid.
9. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in
writing signed by such Eligible Shareholder, stating the name of the Eligible Shareholder, address of the Eligible Shareholder, folio number, Share certificate number,
number of Equity Shares held and number of Equity Shares tendered and enclosing other relevant documents such as physical Equity Share certificate, copy of PAN card
and Form SH-4 in favour of the Company in case of Equity Shares being held in physical form. Eligible Shareholders have to ensure that their bid is entered in the
electronic platform to be made available by the BSE before the closure of the Buyback.
10. All capitalised items shall have the meaning ascribed to them in the Letter of Offer.

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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE
BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR FOLIO NUMBER:

Investor Service Centre, Oil India Limited - Buyback offer

Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot No 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032
Contact Person: Murli Krishna M
Tel: +91 040 67162222; Fax: +91 040 23431551; E-mail: [email protected]; Website: www.karvycomputershare.com
SEBI Registration Number: INR000000221; Validity Period: Permanent Registration; CIN: U72400TG2003PTC041636
 Form No. SH-4
Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the
Companies (Share Capital and Debentures) Rules 2014]

Date of execution..
FOR THE CONSIDERATION stated below the Transferor(s) named do hereby transfer to the
Transferee(s) named the securities specified below subject to the conditions on which the said securities are
now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities
subject to the conditions aforesaid.

CIN: L11101AS1959GOI001148
Name of the company (in full): OIL INDIA LIMITED
Name of the Stock Exchange where the company is listed, if any: BSE Limited and National Stock
Exchange of India Limited

DESCRIPTION OF SECURITIES:
Kind/Class of Nominal value of each Amount called up Amount paid up per
securities unit of security per unit of security unit of security
(1) (2) (3) (4)

No. of Securities being Transferred Consideration Received (Rs)

In Figures In Words In words In figures

Distinctive Number From

To
Corresponding Certificate Nos:

TRANSFERORS PARTICULARS

Registered Folio Number

Name(s) in full Signature (s)

1.
2.
3.

I, hereby confirm that the Transferor has signed before me.

Signature of the Witness

Name of the Witness
Address of Witness

Pin Code:

1
 TRANSFEREES PARTICULARS

1 2 3
Name in full

Fathers/
Mothers/
Spouse
Name
Address,

Mobile/Ph. No.
E-mail ID
Pin Code
Occupation

Existing
folio no., if
any
PAN No.

Signature

Folio No. of Transferee: ________________ Specimen Signature of Transferee(s)

1. ____________________________
2._____________________________
3._____________________________

Existing Folio No. If any

1._____________________________

2._____________________________

Value of stamp affixed: Rs._____________

Enclosures:

(1) Certificate of shares or debentures or other securities

(2) If no certificate is issued, Letter of allotment.
(3) Copy of PAN CARD of all the Transferees (For all listed Cos).
(4) Other, Specify.

2
Stamps:

For office use only

Checked by______________________
Signature tallied by ____________________________
Entered in the Register of Transfer on __________________vide Transfer No.__________________
Approval Date_____________________
Power of attorney/Probate/Death Certificate/Letter of Administration
Registered on _________________________________________at No._______________