Deloitte Haldia IM

Preliminary Information Memorandum
Disinvestment of entire equity shares and preference

shares of
Haldia Petrochemicals Limited

held by
Government of West Bengal (GoWB)
May 2013
Transaction Advisor
Deloitte Touche Tohmatsu India Private Limited
(This is neither a prospectus nor an offer/invitation to public for sale of securities)
(For private circulation only)
Disclaimer and Important Notice
The sole purpose of this Preliminary Information Memorandum ("PIM") is to assist the recipients
interested in purchasing the stake of Government of West Bengal ("GOWB") in Haldia
Petrochemicals Limited (“the Company” or “HPL”) by providing preliminary information regarding
HPL and to facilitate recipients' own evaluation for the purpose of participating in the disinvestment
process. PIM does not purport to contain all the information that a prospective investor may desire.
This document does not comprise an offer of shares to public or an invitation to public to subscribe
for shares or an investment advice. In all cases, recipients should carry out their own evaluation
and analysis of the Company and all data set forth in this PIM.
Deloitte Touche Tohmatsu India Private Limited (“DTTIPL”) has been appointed as Transaction
Advisors for the proposed sale process being conducted by West Bengal Industrial Development
Corporation Limited (“WBIDC”), a Government of West Bengal (“GoWB”) undertaking for
disinvestment of stake held by GoWB in HPL through WBIDC, West Bengal Industrial Infrastructure
Corporation Limited (‘WBIIDC”) and West Bengal Infrastructure Finance Corporation Limited
(“WBIDFC”) to an entity capable of reviving and restructuring HPL.
This PIM is issued by DTTIPL on behalf of WBIDC who has authorized its issue.
By acceptance of the PIM, the recipient agrees that any information herein will be superseded by
any later written information on the same subject made available to the recipient by or on behalf of
WBIDC and DTTIPL. WBIDC and DTTIPL and any of their respective officers or employees,
advisors and agents undertake no obligation, among others, to provide the recipient with access to
any additional information or to update the PIM or to correct any inaccuracies herein which may
become apparent, and they reserve the right, at any time and without advance notice, to change
the procedure for the sale of all or any part of the equity and/or terminate negotiations or the due
diligence process and/or refuse the delivery of information, at any time prior to the execution of the
transaction documents without any prior notice or stating any reasons thereof and without incurring
any liability in respect thereof.
DTTIPL has not independently verified any of the information contained in this PIM. DTTIPL or its
shareholders, director, partners, employees, affiliates, advisors, representatives or agents do not
make any representation or warranty as to the accuracy or completeness of the PIM, and shall not
have any liability for any misrepresentation (express or implied) contained in, or for any omissions
from, the PIM or any other written or oral communication transmitted to the recipient in the course
of its evaluation of HPL. It should be noted that any estimates contained herein or subsequently
communicated to the recipient are based on the information provided by WBIDC/HPL. Such
estimates involve subjective judgment and accordingly, no representations are made as to their
attainability. Any change in external / internal environment could significantly affect the analysis and
findings stated.
The details on the economy and industry do not purport to be a complete review of the industry in
which HPL carries on or proposes to carry on its business. The information set out in the chapters
of the PIM has been extracted from published sources of information as available in terms of
industry publications as well as discussions held with WBIDC and HPL. No independent verification
of such sources has been carried out. The information contained therein generally reflects the latest
available data, the same may not always relate to the most recent years and is therefore not wholly
up-to-date. The chapters of the PIM should therefore be read with caution.
The PIM has been prepared and issued strictly in order to provide details of HPL and its business
for the limited purpose of submitting expression of interest. DTTIPL has relied upon information,
both documented and oral, provided by WBIDC/HPL. DTTIPL has not carried out any independent
audit or due diligence exercise to verify either the past or current financial data pertaining to the
businesses including the balance sheet or profit and loss account as provided to us. DTTIPL may
mention that its scope of work for this exercise did not include technical/ financial feasibility or
market research.
DTTIPL is not making nor has the authority to make any representation or give any warranty, in
either case whether express or implied and whether by or pursuant to statute or otherwise, in
relation to the shares, assets, business or prospects of the Company.
This PIM should not be considered as a recommendation by either GOWB, WBIDC, DTTIPL or the
Company to acquire/ invest in / form an alliance with the Company, and recipients interested in
doing so with the Company are recommended to seek their own independent financial, legal and
Preliminary Information Memorandum Page 2

other advice from persons authorized and specializing, as necessary, in investments / alliances of
the kind in question. DTTIPL does not accept any responsibility for any loss/ damage/ penalty or
otherwise in any form or nature, whatsoever, that may occur to any person out of such person or
entity committing any act or abstinence based on any information, factual or otherwise, contained in
this PIM.
Neither the receipt of this PIM nor any information (whether written, electronic or oral) made
available in connection with the proposed sale of shares, constitutes or is to be taken as
constituting, the giving of investment advice by DTTIPL.
Mere receipt of PIM does not qualify the recipient for participating in the bidding process.
Recipient of this PIM in jurisdictions outside India should inform themselves about and observe all
applicable requirements in their jurisdictions. In particular, the distribution of this PIM in certain jurisdictions
may be restricted by law and accordingly, recipient represent that they are able to receive this PIM without
any contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in
which they reside or conduct business.

Contents
Disclaimer and Important Notice ................................................................................................................................ 2

Contents .................................................................................................................................................................... 4
1. Introduction ....................................................................................................................................................... 6
1.1 Overview of HPL ...................................................................................................................................... 6
1.2 Overview of the Transaction .................................................................................................................... 6
1.3 Bidding process ....................................................................................................................................... 7
1.4 Advertisement.......................................................................................................................................... 7
2. Industry Snapshot ............................................................................................................................................. 8
2.1 Global industry overview .......................................................................................................................... 8
2.2 Indian petrochemical industry .................................................................................................................. 9
3. Company Overview ........................................................................................................................................ 12
3.1 Background ........................................................................................................................................... 12
3.2 Capital structure and promoters ............................................................................................................. 12
3.2.1 West Bengal Industrial Development Corporation Limited ................................................................ 13
3.2.2 Chatterjee Petrochem (Mauritius) Company (CP(M)C) ..................................................................... 13
3.3 Board representation ............................................................................................................................. 13
3.3.1 Corporate Debt Restructuring (CDR) ................................................................................................ 15
3.4 Right of First Refusal (ROFR) ................................................................................................................ 15
3.5 Dispute between WBIDC and CP(M)C .................................................................................................. 15
3.6 Business activities and potential ............................................................................................................ 16
3.6.1 Power plant, off-sites and infrastructure ............................................................................................ 17
3.6.2 Operating performance ..................................................................................................................... 17
3.6.3 Financial performance ....................................................................................................................... 18
3.6.4 Value proposition and growth potential ............................................................................................. 20
4. Terms and conditions for Bidders ................................................................................................................... 21
5. Information for Bidders.................................................................................................................................... 23
5.1 General restrictions ............................................................................................................................... 23
5.2 Primary eligibility criteria ........................................................................................................................ 23
5.3 Financial benchmarks ............................................................................................................................ 23
5.4 Disqualification ...................................................................................................................................... 24
5.5 Governing Law / Jurisdiction .................................................................................................................. 24

For any clarifications, please contact any of the following:
Kalpana Jain Sandeep Negi Manish Sharma

Senior Director Director Manager
kajain@deloitte.com snegi@deloitte.com smanish@deloitte.com
Phone: +91-124-679 2266 Phone: +91-124-679 2144 Phone: +91-124-679 2145
Mobile: +91 98716 75889
Address: Deloitte Touche Tohmatsu India Private Limited

7th Floor, Building 10, Tower B
DLF Cyber City Complex, DLF City Phase II
Gurgaon 122 002, India
Phone: +91-124-679 2000

Fax: +91-124-679 2012
Email: inhaldia@deloitte.com

1. Introduction
1.1 Overview of HPL

Haldia Petrochemicals Limited (hereinafter referred to as “HPL” or “the Company”) was incorporated at
Kolkata in India on 16 September, 1985 to manufacture and market petrochemical products. It is one of
the largest petrochemical companies in India with a naphtha cracking capacity at 700 Kilo Tonnes per
Annum (KTA). The Company has its registered office at Kolkata, and its plant (the Plant) is located at
Haldia, an industrial port town around 125 km from Kolkata.
HPL is an unlisted public company, with significant shareholding of Government of West Bengal
(hereinafter referred to as “GoWB”) through West Bengal Industrial Development Corporation Limited
(hereinafter referred to as “WBIDC”), West Bengal Industrial Infrastructure Development Corporation
Limited (hereinafter referred to as “WBIIDC”) and West Bengal Industrial Development Finance
Corporation Limited (hereinafter referred to as “WBIDFC”). WBIDC, WBIIDC and WBIDFC are wholly
owned by GoWB. The present shareholding holding structure of the Company is as follows:
Amount in INR
Shareholder Equity % of Preference % of Share capital % of
amount equity amount preference total
WBIDC 6,750,000,000 39.99 174,841,650 6.45 6,924,841,650 35.35
WBIIDC - - 589,780,820 21.76 589,780,820 3.01
WBIDFC - - 1,946,195,710 71.79 1,946,195,710 9.93
Tata Group* 450,000,000 2.67 - - 450,000,000 2.30
IOC** 1,500,000,000 8.89 - - 1,500,000,000 7.66
CP(M)C# 4,328,571,480 25.64 - - 4,328,571,480 22.10
ITML**** 1,071,428,520 6.35 - - 1,071,428,520 5.47
Winstar 1,274,000,000 7.55 - - 1,274,000,000 6.50
Others 227,327,770 1.35 - - 227,327,770 1.16
Consortium 1,278,057,550 7.57 - - 1,278,057,550 6.52
Lenders^
Total 16,879,385,320 100.00 2,710,818,180 100.00 19,590,203,500 100
Holding of 6,750,000,000 39.99 2,710,818,180 100.00 9,460,818,180 48.29
GoWB
#CP(M)C - Chatterjee Petrochem (Mauritius) Co.
^Consortium of lenders led by IDBI Bank Limited; represents conversion of loan to equity as part of CDR package of 2004 and
Master Restructuring Agreement of December 16, 2004.
*Shares mainly held by Tata Motors Limited and Tata Power Company Limited
** Indian Oil Corporation Limited
****India Trade Mauritius Limited
1.2 Overview of the Transaction

HPL is the flagship investment of WBIDC and has been spearheading the petrochemical sector in eastern
region. WBIDC, through HPL, has spurred development of related downstream petrochemical industry in
the last decade. Significant downstream industries have spawned which utilise HPL’s products as feed to
manufacture a variety of products. However, performance of the industry and HPL in particular has
suffered in recent years due to various sectoral issues. GoWB, in the interest of public and the industry, is
keen to revive and encourage the petrochemical industry and HPL’s operations in particular. Given this
objective, GoWB intends to disinvest its stake in HPL to restructure its operations and put the Company

on a high growth path. The incoming shareholder, through its capabilities and understanding of petroleum/
petrochemical sector, is expected to enhance and unlock the operational potential of HPL plant and
implement innovative processes so as to maximise value creation.
With the aforesaid in view, GoWB through WBIDC intends to disinvest its entire equity and preference
shareholding in HPL representing 675 million equity shares and 271 million preference shares (“the
Stake”) of nominal value of INR 10 each to potential investors (“Potential Investors”) capable of such
revival and restructuring through a competitive bidding process (“Transaction”). The preference shares,
issued in 2004, are compulsory redeemable cumulative. No dividend has been paid since issue and as
such in terms of Section 87 of Companies Act, 1956, these shares carry voting rights on par with equity
shares, each preference share carrying one vote.
WBIDC, HPL and Chatterjee Petrochem (Mauritius) Company (“CP(M)C”), the key private shareholder in
the Company, are involved in legal proceedings with respect to certain shares in the Company. Those
shares, held by WBIDC, are part of the Transaction. The current status of the legal case is presented in
Section 3. The Transaction process has been approved by GoWB and the Board of HPL has been
apprised of this Transaction after due consideration of such legal matters.
Deloitte Touche Tohmatsu India Private Limited (hereinafter referred to as “DTTIPL”) has been appointed
as transaction advisor (“Transaction Advisor” or “TA”) to WBIDC for sale of WBIDC’s, WBIIDC’s and
WBIDFC’s shareholding in HPL.
This Preliminary Information Memorandum (PIM) is prepared to provide Potential Investors an overview of
the opportunity and the bidding process to enable them to submit their Expression of Interest (“EoI”),
subject to the Disclaimer and Important Notice, set out earlier.
For the purpose of the Transaction, the Potential Investors should ascertain the applicability of all laws
including Indian laws and need to comply with all laws including Indian laws.
1.3 Bidding process

The bidding process has been divided into two stages.
 Stage I – submission of Expression of Interest (EoI)
In the first stage, all Potential Investors can obtain the PIM, which contains the terms and conditions,
pre-bid qualification criteria in detail and an overview of HPL’s operations. The aim of PIM is to enable
Potential Investors in evaluation of the opportunity and preparation of documents as specified in the
PIM which would be used for shortlisting the bidders in accordance with the criteria specified. Please
refer Section 4 and 5 and Annexures for more information on terms and conditions and process of
EoI.
 Stage II – submission of financial bid and completion of the Transaction
In the second stage, Potential Investors shortlisted at the first stage will receive Bid Pack comprising
− Confidential Information Memorandum (“CIM”),
− Draft Share Purchase Agreement (“SPA”) and
− Request for Proposal (“RFP”) setting out the Transaction process in detail.
In this stage, shortlisted bidders shall have an opportunity to carry out due diligence on, as well as
visit facilities of the Company. Thereafter shortlisted bidders will submit their financial bids for the
Transaction. The successful offer received from Selected Bidder (bidder whose financial bid is the
highest) would be subject to ‘Right of First Refusal (ROFR)' of CP(M)C in terms of Articles of
Association of HPL. In case CP(M)C decides not to exercise its ROFR within 30 days of the offer by
WBIDC, the Selected Bidder shall acquire the Stake in HPL. In case the ROFR is exercised but
CP(M)C fails to make payment within 30 days, the Selected Bidder shall acquire the Stake in HPL.
Please refer Section 3 for more information on ROFR and Section 4 “Terms and Conditions for
Bidders” for compensation to Selected Bidder in case ROFR is exercised.
WBIDC reserves the right to alter or cancel the bidding process at any stage, without assigning any
reasons thereto.
1.4 Advertisement
An advertisement has been issued in public media inviting interested parties to submit their EoI for
qualification to participate in the proposed sale process. A copy of the same is enclosed as Annexure 5.

2. Industry Snapshot
2.1 Global industry overview
The range of products and usage of petrochemicals is extremely wide and diverse - petrochemicals are
broadly categorized into building blocks, plastics, synthetic rubbers, synthetic fibres, fibre intermediates
and basic chemicals. Petrochemicals play a vital role in economic development and growth. While the
petrochemical industry has matured in the developed world, it is the emerging economies that are
currently driving growth of this industry. Emerging economies of Asia with their large and growing market,
and the Middle East with its major feedstock advantage driven by state subsidy have been the prime
movers for the growth of the industry.
Global petrochemical industry, valued at USD 1.3 trillion, has grown at 5.3% per year in the recent past, a
GDP multiplier of 1.2X-1.3X. Ethylene capacity, a key indicator representing the scale of petrochemical
industry, has witnessed a steady rise in production capacity globally. The global capacity and demand for
basic petrochemicals is as follows:
Exp. Exp.
Capacity Demand Capacity Demand
Fig. in Capacity Demand
Product (MTA) (MTA)
(MTA) (MTA)
CAGR (%) CAGR (%)
MTA
2010 2010 2015* 2015* 2010-15 2010-15
Ethylene 147.00 120.00 165.00 151.00 2.3 4.7
Propylene 94.00 75.00 113.00 94.00 3.6 4.6
Olefins
Butadiene 14.00 9.60 15.00 11.60 1.4 3.9
Total 255.00 204.60 293.00 256.60 2.8 4.6

PET 19.00 15.30 27.00 20.60 7.3 6.1
PVC 46.00 35.00 55.00 44.00 3.6 4.7
PP 60.00 49.00 75.00 64.00 4.6 5.5
Polymers HDPE 41.00 33.00 50.00 44.00 4.1 5.9
LLDPE 28.00 21.00 34.00 29.00 4.0 6.7
LDPE 22.00 19.00 25.00 22.00 2.6 3.0
Total 216.00 172.30 266.00 223.60 4.3 5.4
Benzene 56.00 41.00 62.00 47.00 2.1 2.8
Aromatics p-Xylene 35.00 28.00 45.00 37.00 5.2 5.7
Total 91.00 69.00 107.00 84.00 3.3 4.0
Total 307.00 241.30 373.00 307.60 4.0 5.0
Source: Report of Sub-group on Chemicals & Petrochemicals for the 12th Five Year Plan
PET: Polyethylene Terephthalate PVC: Polyvinyl Chloride

PP: Polypropylene HDPE: High Density Polyethylene
LDPE: Low Density Polyethylene LLDPE: Linear Low Density Polyethylene p-Xylene: Paraxylene
Demand for petrochemicals is likely to remain robust in near future and is expected to grow at CAGR of
5% globally. Polymers, which constitute bulk of petrochemical demand, at ~70%, are expected to grow at
healthy 5.4% during 2010-2015. LLDPE, HDPE and PP which together contribute the highest demand
among polymers and also constitute the major products of HPL, are estimated to grow at about 6%, more
than the global average during the same period.
India’s share in global polymer production has been about 4% in the recent past.

Regional share in Global Polymer Production (2010)
Former Soviet Union
Middle East India
2%
11% 4% Europe
2%
Africa
1%
West Europe
North America 16%
21%
Southeast Asia
7%
South America
Northeast Asia 5%
31%
While global economic slowdown and sluggish recovery in the last three years affected demand in the
developed world which witnessed shutdowns and closure of some petrochemical facilities, Asia,
particularly Middle East, China and India have witnessed new capacity additions. Growth in Asia and India
is expected to be higher given the demand pull from consuming sectors such as automobiles, household
goods, consumer durables and construction.
2.2 Indian petrochemical industry
Petrochemical industry in India had a humble beginning in mid-sixties when the first 20 KTA naphtha
cracker was established in Mumbai closely followed by 60 KTA cracker by NOCIL Limited. Since then,
industry has matured significantly and is self-reliant in manufacturing almost all building blocks. However,
industry size is much smaller compared to population and potential demand of petrochemicals. In addition,
India imports several petrochemical products.
The industry has come a long way since with global scale plants operating in major product categories, not
only meeting growing local demand but also exporting products to overseas markets.
In terms of overall size, India is today the world’s third largest polymer market after China and the US.
However, per capita consumption of plastics in India is much lower at 7/kg per year compared to these
countries.
Per capital consumption in kg per year
India
China
Brazil
USA
0 20 40 60 80 100 120
Low per capita consumption indicates significant potential for growth over the long term as deeper market
penetration is yet to come. Given the high untapped demand potential, polymers are projected to grow at a
high GDP multiplier of around 1.5X. India’s current demand, estimated at about 10,280 KTA, is projected
to grow at a healthy CAGR of 10.0% to reach 16,560 KTA by 2017, whereas capacity is estimated to grow
at CAGR of 7.5% to reach 15,975 KTA during the same period. The demand-capacity gap of polymers is
expected to turn from “Surplus” in 2011-12 to a shortfall of 588 KTA by 2016-17. In line with the global

petrochemical markets, polymers constitute 70% of petrochemicals market in India. The expected
demand-supply situation in India is summarised below:
Consum ption
Fig. in KTPA Consum ption Capacity Gap
Grow th (%)
Actual Projected During Actual Projected Actual Projected
2011-12 2016-17 2011/12-16/17 2011-12 2016-17 2011-12 2016-17
Butadiene 124 470 30.5 295 528 171 58

Ethylene 3,785 6,805 12.4 3,867 7,087 82 282
Olefins Propylene 3,700 4,823 5.4 4,117 4,987 417 164
Styrene 496 647 5.5 0 0 -496 -647
Total 8,105 12,746 9.5 8,279 12,602 175 -143
LDPE 405 597 8.1 205 605 -200 8
LLDPE 1,198 2,076 11.6 835 1,960 -363 -116
HDPE 1,657 2,573 9.2 1,825 3,090 168 517
Polym ers PP 2,993 5,015 10.9 4,140 4,715 1147 -300
PVC 1,925 3,102 10 1,330 1,635 -595 -1,467
PS 377 638 11.1 640 666 263 28
Total 8,555 14,001 10.4 8,975 12,671 420 -1,330
Benzene 595 935 9.5 1,235 2,110 640 1,175
Toluene 440 650 8.1 270 270 -170 -380
Mixed
88 130 8 90 90 2 -40
Xylenes
Arom atics Ortho
266 379 7.4 420 420 154 41
Xylenes
Phenol 212 288 6.3 74 374 -138 86
ACN 125 181 7.6 40 40 -85 -141
Total 1,726 2,563 8.2 2,129 3,304 403 742
Total 10,281 16,564 10.0 11,104 15,975 823 -588
Demand for polyolefins, particularly HDPE, LLDPE and PP which are the main products of HPL, is
expected to grow at 9.2%, 11.6% and 10.9% respectively, higher than overall polymer growth rate. In
addition, demand for Butadiene, a high value product manufactured by the Company, is also likely to grow
sharply subsequent to domestic capacity additions of Styrene Butadiene Rubber (SBR) and Poly
Butadiene Rubber (PBR).
Robust consumption growth is expected in fibre intermediates, commodity plastics, building blocks,
synthetic fibres and synthetic rubber category in next five years in India driven by growth in packaging,
infrastructure, consumer goods, agriculture, and healthcare sectors.
The major polymer producers in India and their corresponding installed capacity are as follows:
Figures in KTA
Company PP HDPE LLDPE LDPE Total PE
Reliance Industries Limited (RIL) 2,665 180 690 200 1,070
Indian Oil Corporation Limited

600 300 350 - 650
(IOCL)
Haldia Petrochemicals Limited 341 334 386 - 720
GAIL (India) Limited - 230 270 - 500

Company PP HDPE LLDPE LDPE Total PE
HPCL Mittal Energy Limited 440 - - -
TOTAL 4,046 1,044 1,696 200 2,940

Source: HPL
Given the positive demand outlook, considerable capacity additions are planned in next few years by
almost all players which include:
 RIL’s proposed addition of 1,365 KTA of Ethylene and 154 KTA of Propylene as well as expansion in
aromatics and polyesters by 2016;
 Mangalore Refinery and Petrochemicals Limited is slated to come with a PP plant of 440 KTA in 2013
at Mangalore, Karnataka;
 ONGC Mangalore Petrochemicals Limited is setting up an aromatics complex with 920 KTA
Paraxylene and 140 KTA Benzene capacity at Mangalore, Karnataka. The plant is expected to be
commissioned in 2014;
 ONGC Petro Additions Limited is also expected to enter the market with a 1,100 KTA PE plant and
360 KTA PP plant in 2014-15 at Dahej SEZ, Gujarat;
 GAIL (India) Limited is expected to double PE capacity by 2015 at its facility at Pata in Uttar Pradesh.
Given the expected growth in demand, petrochemical market outlook is expected to be robust in the
coming years.

3. Company Overview
3.1 Background
HPL was incorporated on 16 September, 1985 under the Companies Act, 1956 in Kolkata, India with the
objective to manufacture and market petrochemical products.
The Company operates an integrated and modern petrochemical complex (the Plant) at Haldia town, an
industrial hub around 125 km from Kolkata. Haldia is an industrial port town with developed logistics
infrastructure both port as well as road connectivity.
India
West Bengal
Haldia
Location of Haldia
The Plant is spread over 1,200 acres with a separate township on an additional 240 acres of land.
The Plant was mechanically completed in April 2000 in a record period of 37 months and after trial
production and stabilization, commercial production commenced in August 2001. The initial capacity of the
Naphtha Cracker Unit (NCU) was 420 KTA which has been subsequently enhanced to current capacity of
700 KTA through optimisation, debottlenecking and capacity expansion initiatives of the Company.
HPL has supported the economic growth of the region by propelling significant investments in downstream
processing industries. Through strategic market focus, innovative product application development and
excellent customer support services, HPL has catalysed emergence of more than 550 downstream
processing industries in West Bengal.
3.2 Capital structure and promoters

The Company is principally promoted by GoWB through WBIDC in joint venture with private shareholders.
While WBIDC has been a strategic promoter since incorporation, private shareholders have changed over
the years. Initially, the private participant in the Company was R. P. Goenka Group (RPG) (in 1985). Over

the years, private participant changed and presently, the private participants are Chatterjee Petrochem
(Mauritius) Company Group and Tata Group (comprising Tata Motors Limited and Tata Power Company
Limited).
Indian Oil Corporation Limited was inducted as a shareholder in 2005. Further, as part of Corporate Debt
Restructuring (CDR) package in 2004, a portion of loan from consortium of lenders was converted to
equity in 2012.
The current authorised share capital of HPL is INR 25,000 million and the issued and paid-up share capital
is INR 19,590 million consisting of 1,687.94 million equity shares of INR 10 each and 946.08 million
preference shares of INR 10 each. The present capital structure of the Company is as follows:
Figures in INR
Shareholder Equity % of Preference % of Share capital % of
amount equity amount preference total
WBIDC 6,750,000,000 39.99 174,841,650 6.45 6,924,841,650 35.35
WBIIDC - - 589,780,820 21.76 589,780,820 3.01
WBIDFC - - 1,946,195,710 71.79 1,946,195,710 9.93
Tata Group 450,000,000 2.67 - - 450,000,000 2.30
IOC 1,500,000,000 8.89 - - 1,500,000,000 7.66
CP(M)C 4,328,571,480 25.64 - - 4,328,571,480 22.10
ITML 1,071,428,520 6.35 - - 1,071,428,520 5.47
Winstar 1,274,000,000 7.55 - - 1,274,000,000 6.50
Others 227,327,770 1.35 - - 227,327,770 1.16
Consortium 1,278,057,550 7.57 - - 1,278,057,550 6.52
Lenders^
Total 16,879,385,320 100.00 2,710,818,180 100.00 19,590,203,500 100.00
Holding of 6,750,000,000 39.99 2,710,818,180 100.00 9,460,818,180 48.29
GoWB
^ Consortium of lenders led by IDBI Bank Limited; represents conversion of loan to equity as part of CDR package of 2004 and
Master Restructuring Agreement of 16 December, 2004.
The preference shares are compulsory redeemable cumulative and carried 1% coupon rate redeemable
on 24 February, 2012 with provision for extension. This was extended for an additional five year term at
the dividend rate at par with equity dividend rate for the respective year. No dividend has been paid so far
and as such these shares carry voting rights on par with equity shares at present in accordance with
section 87 of Companies Act, 1956.
3.2.1 West Bengal Industrial Development Corporation Limited

WBIDC, a Government of West Bengal Undertaking, is a Public Financial Institution engaged in the
promotion and development of medium and large scale industries in the state of West Bengal in India. Its
activities mainly comprise identification, promotion, facilitation and financing of industrial projects as well
as infrastructural guidance and development support services to entrepreneurs/industrial units. Besides
HPL, WBIDC has promoted / assisted a number of companies in diverse fields including chemicals,
electronics, steel, and textiles in the state of West Bengal, India.
3.2.2 Chatterjee Petrochem (Mauritius) Company (CP(M)C)

CP(M)C is a company incorporated under the laws of Mauritius, with its registered office at Port Louis,
Mauritius. CP(M)C Group includes Winstar India Investment Company Limited PCC, India Trade Mauritius
Company also domiciled in Mauritius and Chatterjee Petrochem India Private Limited a company
incorporated under the Companies Act with its registered office at Kolkata.
3.3 Board representation

The Board of HPL comprise nominees of GoWB/WBIDC, CP(M)C and consortium of lenders led by IDBI
Bank Limited as follows:

Shareholder Number of nominee Directors
Promoters
WBIDC 4
CP(M)C 4
Lender consortium 5
Independent^ 1
Managing Director 1
At present, Mr. Partha Chatterjee, Minister-in Charge, Commerce and Industries, GoWB is the Chairman
while Mr. Sumantra Choudhury, IAS (Retd.) is the Managing Director of the Company. The present Board
of Directors of the Company is as follows:
Name Position held Category
Mr. Partha Chatterjee Chairman, HPL Non-Executive
Minister-In-Charge, Commerce & Industries,
GoWB
Mr. Basudeb Banerjee, Nominee Director, GoWB Non-Executive
IAS
Principal Secretary,
Home Department, GoWB
Mr. Chanchalmal Nominee Director, GoWB Non-Executive
Bachhawat, IAS
Principal Secretary,
Commerce and Industry Department, GoWB
Mr. Krishna Gupta, IAS Managing Director, WBIDC Non-Executive
Mr. Sumantra Managing Director, HPL Executive
Choudhury, IAS (Retd)
Former Additional Chief Secretary, GoWB
Dr. Purnendu Nominee Director, CP(M)C Non-Executive
Chatterjee
Promoter, TCG
Mr. Vijay K Chaudhry Nominee Director, CP(M)C Non-Executive
Mr. S Chatterjee Nominee Director, CP(M)C Non-Executive
Mr. R Vasudevan, IAS Nominee Director, CP(M)C Non-Executive
(Retd.)
Former Secretary, Ministry of Power. Presently,
Associate -Management & Economic Advisors
Mr. Jamshyd N Industrialist Non-Executive,
Godrej^ Independent
Mr. K P Nair Nominee Director, Lender Non-Executive
Chief General Manager
IDBI Bank Limited
Mr. Sumit Sanghai Nominee Director, Lender Non-Executive
Dy. General Manager, ICICI Bank Limited
Mr. Umesh Jain Nominee Director, Lender Non-Executive
General Manager
IDBI Bank Limited
Mr. T K Ray # Nominee Director, Lender Non-Executive
Executive Director, IFCI Limited

Name Position held Category
Mr. Sisir Kumar Nominee Director, Lender Non-Executive
Mukherjee
Ex-Chief General Manager (Retd.), State Bank
of India
IAS – Indian Administrative Service
^ The position of the independent director is subject matter of ongoing litigation before the Calcutta High Court. For details kindly
see the Section 3.5 on Dispute.
# IFCI Limited has nominated Mr. S. K. Arora, Chief General Manager, IFCI Limited, in place of Mr. T. K. Ray and Mr. Arora is
expected to be appointed in the forthcoming Board meeting of the Company
3.3.1 Corporate Debt Restructuring (CDR)

The debts of the Company were restructured by the Corporate Debt Restructuring (CDR) Cell under the
ageis of Reserve Bank of India in 2004. To formalize the implementation of the CDR package, a Master
Restructuring Agreement (“MRA’’) was entered into between the Company and lenders on 16 December,
2004.
In terms of the CDR Package and the MRA, several reliefs and concessions were granted to HPL. Also,
debt of HPL worth INR 128 crore (approx.) has been converted to 128 million equity shares (approx.) of
INR 10 each and allotted to the Lenders. Further, as per the MRA, until repayment of all the outstanding
amounts under the restructuring documents, the Company is restricted from changing its shareholding
pattern except with the prior approval of the lender monitoring committee constituted under the MRA. In
the meeting held on 7 February 2013, the Lenders under the CDR Cell have requested completion of this
disinvestment process.
3.4 Right of First Refusal (ROFR)

As per the Articles of Association of the Company (“Articles”), if and when WBIDC decides to sell their
shares in the Company, it will give first right of purchase in CP(M)C and then to TATAs subject to such
approvals of authorities and provisions of law as may be required. Similarly, should CP(M)C and/or TATAs
decide to sell their shares in the company, CP(M)C or TATAs or both, as the case may be, will offer first
right of purchase to WBIDC. Further, please refer to the following section with respect to ROFR.
3.5 Dispute between WBIDC and CP(M)C

Certain disputes and differences between WBIDC and the Chatterjee Group relating to management and
control of HPL were agitated before the Company Law Board in 2005 and were finally decided by the
Supreme Court of India vide order dated 30 September, 2011. The claim of the Chaterjee group was
rejected.
Subsequently, in March 2012 CP(M)C initiated arbitration proceedings at the International Court of
Arbitration (“ICA”) of the International Chamber of Commerce, Paris seeking, inter alia, a direction to
WBIDC to transfer 155 million Shares to Chatterjee Petroleum (India) Private Limited (“CPIL”), a nominee
of CP(M)C, and a direction to WBIDC to transfer such of its shareholding in the Company to CP(M)C or its
nominee CPIL to ensure that CP(M)C/its nominees/affiliates have 51% of the total paid-up equity of the
Company.
The initiation of arbitration proceedings was challenged by HPL in a civil suit before the Calcutta High
Court in May 2012. WBIDC and GoWB supported HPL in the said civil suit. The Calcutta High Court has
granted interim injunction restraining the arbitration proceedings. CP(M)C has preferred an appeal against
the said order before the Division Bench of the Calcutta High Court. Presently, the appeal is pending
before the Division Bench of the Calcutta High Court.
In this backdrop, this Transaction has been approved by GoWB with due consideration of the Board of
HPL.
Winstar India Investment Company Limited ("Winstar"), an affiliate of CP(M)C has initiated arbitration to
enforce the terms of the Share Subscription Agreement dated 30 July, 2004. It may be mentioned that a
disputed clause of the purported agreement states that Winstar has a tag-along right that entitles Winstar
to participate in a share sale transaction along with WBIDC to sell its 127,400,000 shares in the Company
to the prospective purchaser on same terms. The Arbitral Tribunal is yet to be constituted. Winstar filed an
application under section 9 of Arbitration and Conciliation Act, 1996 before the Calcutta High Court for
certain interim reliefs, including an order restraining WBIDC from transferring any of its shares in HPL.
The said application was decided on 29 April,2013 and the Hon’ble Single Judge was pleased inter-alia,to
direct: ““…WBIDC is restrained from transferring their shares without giving one months’ notice to Winstar
or CPMC to buy them at a price not more that offered to them by an intending purchaser. Thereafter the
shares may be sold to anybody else.” The disinvestment process and sale of shares thereunder will be
subject to the said order or such orders as may be passed by the appellate court should an appeal be
preferred. As regards the issue of appointment of director, the court further directed “I direct that Mr.

Jamshyd Godrej is not to act as an additional director of HPL. His place is to be filled up by the nominee of
Winstar or kept vacant.” – the operation of this portion of the order has been stayed for a period of two
weeks, as of now and appeals have been preferred against the same by WBIDC and HPL.
3.6 Business activities and potential

HPL’s plant is naphtha based integrated and materially balanced petrochemical complex. It is the one of
the largest petrochemical facilities in India and has been the only complex of its kind in entire east of India,
which has witnessed the highest growth rate in polymer consumption in the country in recent past. The
complex consists of a NCU and associated units to manufacture a range of polyolefins and chemicals.
The Plant is based on process technologies selected from internationally reputed vendors. The details of
manufacturing units, plant licensors and vendors are as follows:
Products Licensor Contractor
Naphtha Cracker Unit (NCU) ABB Lummus Toyo, Japan
LLDPE Lyondell Basell Tecnimont, Italy
HDPE Mitsui Daelim, Korea
PP Lyondell Basell Daelim, Korea
Butadiene BASF Lurgi, Germany
Benzene Lurgi Lurgi, Germany
Pyrolysis Gasoline Hydrogenation Axens Lurgi, Germany
(Feed basis)
C4 hydrogenation Axens IDEA, India
Integrated Off-sites EIL, India
MW Captive power plant (116 MW) L&T, India
Naphtha, the key raw material, is procured on term contract basis from three main sources:
 IOCL’s refinery at Haldia – meets around 25%-30% of requirement
 Other domestic suppliers including Bharat Petroleum Corporation Limited, Hindustan petroleum
Corporation Limited – meets around 5%-10% of requirement
 Import – meets around 60%-70%. Key suppliers being Kuwait Petroleum Corporation and Abu Dhabi
National Oil Company
The Company enjoys a special tax status as custom duty, amounting to 5%, has been waived on its
imported naphtha.
The production capacity of each of finished products is as follows:
Products KTA
Polymers
HDPE 334
LLDPE 386
PP 341
Chemicals and fuels
Benzene 132
Butadiene 101
Py-Gas 130
C4 LPG 113
CBFS 89
Cyclo-Pentane 5.2

Products KTA
Motor Spirit (MS) 250
The Company, with its in-house engineering capabilities and innovation, conceptualised and established
the unit for producing of Cyclopentane, a high value chemical product which has virtually no other
producer in India. The Company has developed around 55 grades of polymers and has commercialised
around 35 grades which form part of its regular product portfolio. HPL’s polymer products have gained
high acceptance in the domestic and export markets and have set new benchmarks in premium product
grades in the domestic market for specialised uses such as medical requirements, high-end packaging,
etc.
Utilising in-house development and engineering capabilities, HPL has been producing Motor-Spirit (MS)
through an innovative process of blending C6 Raffinate, Hydrogenated Pyrolysis Gasoline and Pentane.
The MS produced is of very high quality and meets Euro IV fuel norms.
The Company has an approximate domestic market share of 22% in India, whereas in east India it has
over 60% share of the market. HPL has a well-developed marketing network spread across all the
consumption centres in India and exports products to countries including in South East Asia, China, etc.
3.6.1 Power plant, off-sites and infrastructure

The Plant has a dedicated Combined Cycle power and steam generation facility capable of producing 116
MW power, 480 TPH High Pressure and 44 TPH Medium Pressure steam to meet its power and steam
requirements. The Plant also draws power of around 10 MW from Grid for non-critical activities.
The Plant has well developed utilities and offsite systems consisting of:
 Raw water storage facility
 2 water treatment plants
 2 demineralization plants with a condensate polishing unit
 Reverse osmosis unit
 2 cooling towers and 1 mist cooling system
 Waste water treatment plant
The Company’s facility adequately meets all government norms relating to waste treatment and relevant
environmental regulations.
In addition, it has adequate feedstock and liquid storage terminals as well as a large product warehouse.
It has excellent connectivity and infrastructure:
 Imported naphtha from Haldia port through dedicated pipeline connected with all the 3 oil jetties at the
port
 Naphtha pipeline from IOCL’s nearby Haldia refinery with crude processing capacity of 7.5 MMTPA
 Fuel Grade Naphtha (FGN) Pipeline from IOCL to HPL premises
 Product pipeline from Plant to Haldia port for Benzene, Butadiene and Pyrolysis gasoline/MS.
Also, Haldia is well connected by road to major consumption centres in the eastern region as well as rest
of India.
The Plant has fully integrated processes with master control room and control rooms for each of the units.
All the relevant operations of the Company are in SAP and plant management software is based on
Windows platform.
The Company maintains global standards of Health, Safety, Environment and Fire (HSEF). HSE practices
of HPL meets ISO 14001:2004 & OHSAS 18001: 2007 international standards.
3.6.2 Operating performance

The NCU’s initial nameplate capacity to process naphtha was 420 KTA of ethylene which was
subsequently expanded with debottlenecking and optimisation to 520 KTA of ethylene by 2004.
Given the increasing demand for its product as well as to enjoy greater economies of scale, the Company
undertook major capacity enhancement project, called “Project Supermax” to expand design capacity to
670 KTA of ethylene (@8,000 hours) by modifying or replacing existing equipments as well as installing
new equipments. The expansion project was integrated with the existing facility taking a 3-month
shutdown and was commissioned in February 2010. The salient details of Project Supermax are:

Period of implementation Conceptualized in 2004, construction from 2006-2010,
commissioned in 2010
Capacity enhancement From 520 KTA to 670 KTA (name plate), operational capacity
up to 700 KTA
Shutdown period of the Plant for About 3 months; from end of October 2009 till early February
integration and commissioning 2010
Project cost Completion cost – INR 12.88 billion
Technology and engineering ABB Lummus, Mitsui, Toyo Engineering
After initial stabilization, HPL ramped up capacity utilisation from 2003 onwards. From 2004-05 to 2007-08,
the capacity utilisation was consistently above 100%, in the range of 115%, which generated healthy
profits during the better petrochemical industry cycle.
The NCU’s throughput (Ethylene+Propylene) and utilisation for the last 5 years is as follows:
1200 120%
1000 100%
800 80%
600 60%
400 40%
200 20%
0 0%
2007-08 2008-09 2009-10 2010-11 2011-12
NCU (P+E) (KTA) Utilisation (%)
However, post commissioning of Project Supermax, the Plant successfully demonstrated revamped
capabilities with utilisation at 95% of design load, which was more than maximum capacity possible given
the partial recovery from damage due to fire. During plant commissioning and stabilization, few technical
shortcomings of Project Supermax implementation were observed, which needed unplanned shutdowns to
fix the problems. As a result, the capacity utilisation increased, but remained 87% in 2010-11 and 75% in
2011-12. Since January 2012, the Plant has been operated almost continuously and also achieved
optimum utilisation of nearly 100% of new design capacity of 670 KTA after Project Supermax for
significant duration.
3.6.3 Financial performance

An abstract of the financial statements is presented below:

Balance Sheet
INR million
Particulars 31-Mar-08 31-Mar-09 31-Mar-10 31-Mar-11 31-Mar-12
SOURCES OF FUNDS
Shareholders Funds 28,441.06 25,116.26 23,470.33 20,973.62 14,789.98
Debt 30,361.60 30,959.22 29,853.89 28,332.26 32,785.05
Deferred Tax Liability (Net) 4,312.47 3,071.35 2,871.07 2,267.06 1,131.53
Total Equity & Liabilities 63,115.13 59,146.83 56,195.29 51,572.94 48,706.56
APPLICATION OF FUNDS
Fixed Assets 46,060.19 48,169.42 49,620.60 46,810.83 43,121.30
Investments 5,825.31 3,522.12 175.55 175.55 225.55
Net Current Assets 11,229.63 7,455.28 6,399.14 4,586.56 5,359.72
Total Assets 63,115.13 59,146.83 56,195.29 51,572.94 48,706.56
Note: the actual statement for the year ending March 2012 has been prepared in a different format due to revision in Schedule VI
of Companies Act, 1956 during 2011-12. For comparison purposes, 2011-12 statement has been presented in the same format
as the previous years. The detailed audited Balance Sheet is presented in Appendix 1.
Profit & Loss Account

INR Million
Particulars 2007-08 2008-09 2009-10 2010-11 2011-12
Total Incom e 75,637.64 72,367.54 35,716.00 76,323.71 81,532.72
Total Operating Expenses 66,303.57 71,292.33 33,001.17 72,969.39 82,933.81
Profit/(Loss) before Interest, Tax,
9,334.07 1,075.21 2,714.83 3,354.32 (1,401.09)
Depreciation and Am m ortisation
Depreciation and Ammortisation 3,019.51 3,008.20 3,317.73 4,110.18 4,241.57
Finance Costs 2,223.76 2,683.51 1,875.41 2,557.47 3,875.08
Profit/(Loss) before Exceptional
4,090.80 (4,616.50) (2,478.31) (3,313.33) (9,517.74)
Item s and Tax
Note: Please see detailed financial performance in Appendix 2
The Plant generated healthy operating and net profit margin during 2003-04 to 2007-08 when capacity
utilisation was high at above 100%. Since 2008-2009, multiple factors, some internal and other external to
the Company, simultaneously affected HPL’s operating environment:
 In 2008-09, global economy went through a slowdown with adverse commodity environment; while the
price of crude and naphtha increased, commodity prices crashed inducing inventory devaluation and
petrochemical demand slowed down.
 In 2009-10, planned shutdown on account of Project Supermax integration as well as unplanned
outages due to incidents, the overall operating rate was low. While fixed costs remained almost
unchanged, value additions from complex operation was low, leading to low operating profit. Even in
such adverse circumstances, the Company generated sufficient operating profit to meet finance costs.
However, bottom-line was affected due to non-cash depreciation charges.
 In 2010-11 and 2011-12, petrochemical product margins collapsed after significant ethylene capacity
additions in Middle East and Asia. The company also faced few technical issues while stabilizing plant
at new design capacity. The increased finance cost due to term debt raised by HPL to finance Project
Supermax coupled with reduced contribution margin affected the Company’s cash position in 2010-11
and 2011-12. While operating profit was sufficient to meet finance costs in 2020-11, all these factors
affected Company’s operating position. To meet its working capital needs, HPL raised additional short
term loans in 2011-12 which increased financial leverage of the Company. While the Plant’s physical
operations revamped post Project Supermax, working capital constraints and leverage has limited the
ability to operate the Plant at optimum utilisation.
With improved Plant performance since January 2012 and recovery in the polymer market, the Company
is expected to improve financial performance substantially within a short span.

3.6.4 Value proposition and growth potential
The Plant has numerous advantages and offers various avenues for growth.
1. Established plant – HPL facility is global scale and modern, given the extensive revamp during the
Project Supermax expansion project, with all the required offsites and auxiliary infrastructure in place. It
also has the requisite government approvals pertaining to environment regulations. Thus, it provides
an excellent expansion opportunity and immediate foothold in the petrochemical market in India.
2. Sound customer base – The Company has an established customer base which comprises leading
manufacturers in the consumer goods, automobile and other petrochemical consuming manufacturers
in India.
3. Location advantages
a. Large downstream industrial base and further integration opportunities
b. Market opportunities in East India, South and South East (SE) Asia - East India with large
population base is still untapped. Presence at Haldia provides opportunity to enlarge market share
in emerging market with relatively low competition. Compared to all other coastal industrial bases in
India, Haldia is closer to large petrochemical markets such as China and to emerging markets such
as Bangladesh, Nepal and some SE Asian nations which have emerging demand but little/non-
existent manufacturing base.
c. Infrastructure – Developed port, road, rail and airway connectivity
d. Adequate availability of water
4. Quality Products - A number of the Company's grades have been regarded as benchmark grades in
both the domestic and international market due to its product quality as well as consistency. The
polypropylene and HDPE grades in particular have been sought after whereas LLDPE grades have
good acceptance too.
a. Blow moulding grades has been considered as the first choice grade for manufacturing of blow
moulded containers for packaging of liquid products such as lubricants, edible oils etc.
b. Pipe grade produced by the company is the only pipe certified internationally as PE 112 grade as
against the normal rating of PE 100.
c. In Polypropylene , grade B 202S used for manufacturing of bottles for Intravenous Fluids for
medical uses, is a benchmark with no parallel not only amongst domestic manufacturers but also
amongst international suppliers. Some of largest Indian manufacturers of intravenous fluids
substantially rely on HPL material for production. Due to its unique features is the highest
contributing grade amongst all the polymers manufactured by HPL.
5. Research and development (R&D) – HPL has an established R&D set-up; most of the premium grades
produced by the Plant have been developed and customized by the in house team of Application
Research & Development Centre.
6. Significant growth potential of the Plant - Availability of surplus land of over 200 acres within the HPL
premises which can be utilised for expansion and adding downstream units to produce higher margin
chemicals. HPL produces high quality chemical intermediates such C4 Raffinate, Butadiene and
Benzene in quantities sufficient to support economic size downstream plants. Availability of these
intermediate chemicals, large parcels of developed land, developed related infrastructure as well as
skilled manpower can facilitate quick investment in value addition projects like Butene-1/MTBE,
SBR/PBR, EPDM, Phenol & Acetone, MMA etc. These developments can increase the profitability
margins sharply from current levels within a short span.

4. Terms and conditions for Bidders
1. Sellers WBIDC, WBIIDC and WBIDFC

2. Company HPL
WBIDC – 39.99% equity in HPL
3. Stake
WBIDC, WBIIDC and WBIDFC – entire preference equity in HPL
Bidding entity can be a company with experience in petroleum and/or
petrochemical sector or existing shareholder(s) of HPL or a consortium of
such companies and/or Fund with an identified Lead Bidder. Interested
4. Bidding Entity
Parties may acquire GoWB’s equity share capital either directly or through
a new company specially incorporated or to be incorporated for this
purpose (Special Purpose Vehicle). Details specified in Section 5.
Bidding entity to have minimum net worth of INR 20,000 million and should
5. Eligibility criteria have experience in the petroleum and/or petrochemical sector; details
specified in Section 5
6. Terms of payment To be specified in the RFP to be issued in Stage II to shortlisted bidders
Selected Bidder needs to provide an undertaking that it shall not transfer
7. Lock in its stake in HPL for a minimum period of 5 years from the date of the
completion of disinvestment. The details are set out in Section 5.2.
The bidder shall bear all costs associated with the preparation and
submission of the bid. GoWB/WBIDC/ DTTIPL/ HPL, in no case, shall be
responsible or liable for any such costs.
In case a bidder is declared as the Selected Bidder and CP(M)C

8. Cost of bid
exercises its Right of First Refusal, then WBIDC proposes to
reimburse the Selected Bidder INR 10 million for the Transaction.*
Compensation to Selected Bidder will be payable within 30 days from
receipt of full consideration for shares acquired by CP(M)C subject to
submission of necessary documents in this regard.
Selection in Stage II to be based on financial bid. Selected Bidder is the
bidder whose financial bid is highest among all the financial bids received
9. Selection process
for GoWB’s Stake, subject to its quote being higher than the Reserve Price
(to be determined by WBIDC).
The successful offer received from Selected Bidder would be subject to
10. Others ‘Right of First Refusal' of CP(M)C in relation to purchase of WBIDC stake
in HPL, as specified in this PIM.
*No compensation in case the Selected Bidder is existing Shareholder(s) of HPL with ROFR and/ or any of its
affiliates/associates or its related party.
Interested parties should submit the EoI accompanied by Statement of Legal Capacity, RFQ, and
Declaration, duly signed by the interested party(ies)/designated Lead Bidder of the consortium. The
Statement of Legal Capacity, RFQ, and Declaration will have to be submitted by each member of the
consortium duly signed by an authorised official of the member.
The RFQ as given in Annexure 3 is to be duly filled in and accompanied with the following details:
 In case of a Sole Bid (as indicated in the definition under the Primary Eligibility Criteria specified in
the Section 5 titled “Information for Bidders”).
− The Audited Balance Sheet and Profit & Loss Account of the sole bidder for the last three (3)
financial years
− Write-up on:
 Background of the sole bidder
 Statement of purpose for the Transaction
 Certificate from its statutory auditor to meet primary eligibility criteria
 Any other information considered material
 In case of a Consortium Bid (as indicated in the definition under the Primary Eligibility Criteria
specified in the Section 5 titled “Information for Bidders”)

− The audited Balance Sheet and the Profit & Loss Account for the last 3 financial years of the Lead
Bidder and other member companies associated with the bid.
− Write-up on:
 Lead Bidder
− Background of the Lead Bidder
− Statement of purpose for the Transaction
− Certificate from its statutory auditor to meet primary eligibility criteria
− Any other information considered material by the Lead Bidder
 Other member companies

− Background of member companies in the consortium
− Any other information considered material
Each of the EoI, Statement of Legal Capacity, RFQ and Declaration must be in English. The EoI along
with the aforesaid documents, duly signed and stamped, in duplicate, should be submitted no later than
21:00 hours on 10 June 2013 in a sealed envelope super scribed “Private and Confidential-
Expression of Interest for HPL” at the address mentioned below or E-mail at inhaldia@deloitte.com .
EoI submitted by E-mail should be in scanned format. The maximum size acceptable per E-mail is 10 MB.
In case size of documents is more than 10 MB, EoI can be submitted in multiple mails clearly mentioning
the mails in which it has been segregated.
EOI sent by facsimile will not be accepted.
Kalpana Jain
Senior Director
DLF Cyber City Complex
DLF City Phase II
Any change by way of withdrawal/substitution of any member of the consortium or any change affecting
the composition of the consortium or formation of consortium by a sole bidder may be permitted upto the
stage of submission of financial bid. WBIDC/ DTTIPL have the sole discretion to determine the impact of
the change in membership on the quality of the consortium and reject a proposal without assigning any
reasons.
The EoI submitted by interested parties shall be evaluated on the basis of the criteria specified in Section
5 titled “Information for Bidders” in this document. If at any time during the evaluation process, WBIDC/
DTTIPL require any clarification, it reserves the right to request such information from any or all of the
companies/consortium and the companies/consortium will be obliged to provide the same within
reasonable time frame.
Only the bidders that are found eligible, at the sole discretion of WBIDC, will be informed of the same
within reasonable timeframe by WBIDC/DTTIPL, and provided further information.
WBIDC reserves the right to accept or reject any EoI without assigning any reasons thereof.

5. Information for Bidders
5.1 General restrictions

Any Director/Partner/Proprietor of the bidder (any person or entity) should not have been subjected to
punishment for any criminal act and the bidder must not have been convicted for an offence involving
moral turpitude.
5.2 Primary eligibility criteria

EoI may be submitted by
 A domestic/international company with experience in petroleum and/or petrochemical sector, as
specified below, individually (“Sole Bid”) or
 A consortium (“Consortium Bid”) of domestic/international Companies or/and Fund (with maximum
3 members in the consortium) with an identified Lead Bidder wherein the Lead Bidder should have
51% stake in the consortium and also is required to have experience in petroleum and/or
petrochemical sector as specified below
Funds means Venture Capital Investors incorporated and established outside India and registered
under the Securities and Exchange Board of India, Foreign Venture Capital Investor Regulations,
2000 / Venture Capital Funds registered under Securities and Exchange Board of India,
SEBI(Alternate investment Funds) Regulation, 2012 / Private Equity Funds incorporated and
established within or outside India)
 An existing shareholder of HPL individually or in consortium with other shareholder(s) of HPL and/or
other domestic/international company and/or Fund.
Bidding entity (Lead Consortium Member in the case of Consortium Bid) must have experience ( in terms
of operations and investment) in the petroleum or petrochemical sector. This may cover experience in any
of the following:
 Oil & gas exploration and production

 Crude oil refining
 Distribution and marketing of petroleum products
 Natural gas distribution and marketing
 Petrochemical manufacturing
 Petrochemical distribution and marketing
 Any allied sector
The above experience criteria do not apply incase:

o One of the existing shareholder of HPL submits its EoI as Sole Bid
o One of the existing shareholder of HPL is part of the Consortium where in such shareholder is
the Lead Bidder of the Consortium (having a maximum of 3 members)
To clarify incase the existing shareholder is part of the Consortium where in such shareholder is not the
Lead Bidder of the Consortium, then the Lead Bidder needs to satisfy the experience criteria.
However, the financial criteria and the 5 year lock-in condition as discussed below apply to all the bidding
entities.
Selected Bidder needs to provide an undertaking that Bidder shall continue to run the present Plant in its
entirety as a going concern and shall not transfer/agree to transfer its stake in HPL for a minimum period
of 5 years from the date of the completion of disinvestment. Incase of the Consortium, the Lead Bidder
need to provide an additional undertaking that it will not dilute its stake in the Consortium (or SPV formed
for the Transaction) below 51% for a minimum period of 5 years from the date of the completion of
disinvestment.
5.3 Financial benchmarks

The interested parties must satisfy the following criterion to be eligible as Bidder(s) for the proposed sale
process:

Average Net worth or Assets under management of INR 20,000 million (INR 2,000
Sole Bid crore) or more for the financial years 2010-11 and 2011-12* (no negative net worth in
last 3 years)
Aggregate average Net worth or Assets under management of INR 20,000 million (INR
Consortium 2,000 crore) or more for the consortium as a whole for the financial years 2010-11 and
Bid 2011-12* and the net worth of the lead bidder must be at least INR 10,000 million (INR
1,000 crore) or more. (with no member having a negative net worth in last 3 years).
* 2011 and 2012 incase of companies having financial year end at 31 December
Further, in case of a consortium bid:
 The Lead Bidder would be responsible for all matters related to the Transaction
 The Lead Bidder cannot be changed over the course of the Transaction
Where the financial statement is expressed in currency other than Indian Rupees, the eligible amount as
described above shall be computed by taking the equivalent US Dollars at the exchange rate prevailing on
the date(s) of such financial statement. For clarification, the exchange rate used for computing equivalent
US Dollars should be the closing exchange rate provided by the Central Bank (for clarity Central Bank
would be equivalent to Federal Reserve of USA or Reserve Bank of India of the said country) of such
country for that date. In the event that the date(s) are not co terminus, the latest available audited
statements or the closest exchange rates shall be reckoned for the purpose. For the purpose of
conversion from USD to INR, the closing exchange rate for the week ended 10 May 2013 published by
Reserve Bank of India shall be considered.
Definitions
Net Worth = Equity Share Capital + free Reserves & Surplus (excluding Revaluation Reserve)
Asset under Management = cash available and yet to be invested + funds committed by its contributors +
lower of Book Value or Mark to Market Value of investments held currently.
5.4 Disqualification
Without prejudice, a company/consortium may be disqualified and its EoI dropped from further
consideration for any (but not limited to) of the reasons listed below:
(i) Such bidder / member of the consortium has been convicted of an offence involving moral
turpitude;
(ii) Such bidder / member of consortium has been charge-sheeted by an agency of the Government /
conviction by a Court of Law for an offence committed by the bidding party or by any sister concern
of the bidding party;
(iii) Material misrepresentation by such company/member of consortium in the EoI and/or RFQ;
(iv) Failure by such company/consortium to provide the information required to be provided in the EoI
and RFQ and / or Statement of Legal Capacity;
(v) Submission of EoI and RFQ in respect of any party, where such party had already submitted an EoI
or is a member of a consortium that has already submitted an EoI;
(vi) The EoI and the accompanying documents submitted by any party, not being substantially
responsive to the requirements of this PIM;
(vii) Failure to provide satisfactory declaration as per Annexure 4.
The sole bidder / consortium not satisfying the eligibility and requisite qualification criteria specified in the
above sections would be disqualified. In case of a consortium bid, WBIDC may disqualify the entire
consortium for any of the reasons (but not limited to) specified above, even if it applied to only one
member of the consortium.
It must be noted that in addition to the eligibility of the sole bidder, Lead Bidder, member of a consortium
and the consortium as a whole must be eligible, as per criteria mentioned above, on the date of
submission of the EoI and they must continue to be eligible throughout the Transaction.
5.5 Governing Law / Jurisdiction

The terms of all Transaction documents, the entire sale process and any disputes or claims arising out of,
or in connection with, the Transaction shall be governed by the laws of the Republic of Indian. The courts
of Kolkata shall have exclusive jurisdiction to settle any disputes or claim that arises out of, or in
connection with, the Transaction and/or the Transaction documents.

Appendix 1A
Balance sheet in India Rupee (INR)
INR million
SOURCES OF FUNDS
Share Capital 18,309.98 18,309.98 18,309.98 18,309.98 19,590.20
Reserves 10,131.08 6,806.28 5,160.35 2,663.64 (4,800.22)
Total Shareholders Funds 28,441.06 25,116.26 23,470.33 20,973.62 14,789.98
Secured Loans 28,361.60 30,959.22 28,053.89 26,332.26 32,785.05
Unsecured Loans 2,000.00 - 1,800.00 2,000.00 -
Total Debt 30,361.60 30,959.22 29,853.89 28,332.26 32,785.05
Deferred Tax Liability (Net) 4,312.47 3,071.35 2,871.07 2,267.06 1,131.53
Total 63,115.13 59,146.83 56,195.29 51,572.94 48,706.56
Fixed Assets
Gross Block 58,876.36 59,986.75 62,859.16 78,473.30 79,095.70
Less : Accumulated Depreciation 20,350.84 23,348.89 27,725.87 31,835.96 36,076.79
Net Block 38,525.52 36,637.86 35,133.29 46,637.35 43,018.91
Capital Work in Progress 7,534.67 11,531.56 14,487.31 173.49 102.39
Total Fixed Assets 46,060.19 48,169.42 49,620.60 46,810.83 43,121.30
Investm ents 5,825.31 3,522.12 175.55 175.55 225.55
Current Assets, Loans & Advances
Inventories 9,901.83 7,396.13 8,917.16 8,952.73 12,440.24
Sundry Debtors 2,221.29 1,242.43 2,235.58 1,755.87 1,619.64
Cash and Bank 808.72 3,572.60 142.35 281.88 859.43
Other Current Assets 213.31 142.80 137.62 449.08 1,297.07
Loans and Advances 6,759.59 6,943.25 6,034.20 6,324.69 7,603.80
Total Current Assets 19,904.74 19,297.21 17,466.91 17,764.25 23,820.16
Current Liabilities and Provisions
Liabilities 6,751.82 9,768.94 8,267.44 10,354.78 15,616.30
Provisions 1,923.30 2,072.99 2,800.33 2,822.91 2,844.15
Total Current Liabilities 8,675.12 11,841.93 11,067.77 13,177.69 18,460.45
Net Current Assets 11,229.63 7,455.28 6,399.14 4,586.56 5,359.72
Total Assets 63,115.13 59,146.83 56,195.29 51,572.94 48,706.56

Note: Statement for year ending March 2012 has been presented in the same format as previous years for comparison purposes

Appendix 1B
Balance Sheet, in INR, as per revised Schedule VI of Companies Act, 1956
INR million
Particulars 31-Mar-11 31-Mar-12
EQUITY & LIABILITIES
Shareholder's Funds
Share Capital 18,309.98 19,590.21
Reserves 2,663.64 (4,800.22)
Total Shareholders Funds 20,973.62 14,789.99
Non current Liabilities
Long Term Borrow ings 15,680.02 15,430.71
Deferred Tax Liability (Net) 2,267.06 1,131.58
Other Long Term Liabilities 9.00 10.31
Other Long Term Provisions 79.78 77.25
Total Non current Liabilities 18,035.86 16,649.85
Current Liabilities
Short Term Borrow ings 8,331.16 14,684.73
Trade Payables 6,913.31 13,051.72
Other Current Liabilities 7,521.39 4,853.06
Short Term Provisions 77.48 211.46
Total Current Liabilities 22,843.34 32,800.97
Total Equity & Liabilities 61,852.82 64,240.81
ASSETS
Non current Assets
Tangible Assets 45,644.89 42,261.04
Intangible Assets 992.45 757.86
Capital Work in Progress 170.44 100.64
Non current Investments 175.55 175.55
Long Term Loans and Advances 1,631.02 1,996.61
Total Non current Assets 48,614.35 45,291.70
Current Assets
Current Investments - 50.00
Inventories 8,979.49 12,440.22
Trade Receivables 1,589.96 1,619.64
Cash and Bank 281.88 859.55
Other Current Assets 449.08 1,124.20
Short Term Loans and Advances 1,938.06 2,855.50
Total Current Assets 13,238.47 18,949.11
Total Assets 61,852.82 64,240.81

Appendix 1C
Balance Sheet in US$
US$ million
SOURCES OF FUNDS
Share Capital 456.38 360.93 407.61 410.63 385.03
Reserves 252.52 134.17 114.88 59.74 (94.34)
Total Shareholders Funds 708.90 495.11 522.50 470.37 290.68
Secured Loans 706.92 610.27 624.53 590.54 644.36
Unsecured Loans 49.85 - 40.07 44.85 -
Total Debt 756.77 610.27 664.60 635.39 644.36
Deferred Tax Liability (Net) 107.49 60.54 63.92 50.84 22.24
Total 1,573.16 1,165.92 1,251.02 1,156.60 957.28
Fixed Assets
Gross Block 1,467.51 1,182.47 1,399.36 1,759.89 1,554.55
Less : Accumulated Depreciation 507.25 460.26 617.23 713.97 709.06
Net Block 960.26 722.21 782.13 1,045.91 845.50
Capital Work in Progress 187.80 227.31 322.51 3.89 2.01
Total Fixed Assets 1,148.05 949.53 1,104.65 1,049.81 847.51
Investm ents 145.20 69.43 3.91 3.94 4.43
Current Assets, Loans & Advances
Inventories 246.81 145.79 198.51 200.78 244.50
Sundry Debtors 55.37 24.49 49.77 39.38 31.83
Cash and Bank 20.16 70.42 3.17 6.32 16.89
Other Current Assets 5.32 2.81 3.06 10.07 25.49
Loans and Advances 168.48 136.87 134.33 141.84 149.45
Total Current Assets 496.13 380.39 388.84 398.38 468.15
Current Liabilities and Provisions
Liabilities 168.29 192.57 184.05 232.22 306.92
Provisions 47.93 40.85 62.33 63.30 55.89
Total Current Liabilities 216.22 233.42 246.38 295.52 362.81
Net Current Assets 279.91 146.97 142.46 102.86 105.34
Total Assets 1,573.16 1,165.92 1,251.02 1,156.60 957.28
US$/INR exchange rate applied for conversion is as follows:
Date: 31 March US$/INR

2008 40.12
2009 50.73
2010 44.92
2011 44.59
2012 50.88
Source: Bloomberg

Appendix 1C
Balance Sheet, in US$, as per revised Schedule VI of Companies Act, 1956
US$ million
Particulars 31-Mar-11 31-Mar-12
EQUITY & LIABILITIES
Shareholder's Funds
Share Capital 410.63 385.03
Reserves 59.74 (94.34)
Total Shareholders Funds 470.37 290.68
Non current Liabilities
Long Term Borrow ings 351.65 303.28
Deferred Tax Liability (Net) 50.84 22.24
Other Long Term Liabilities 0.20 0.20
Other Long Term Provisions 1.79 1.52
Total Non current Liabilities 404.48 327.24
Current Liabilities
Short Term Borrow ings 186.84 288.61
Trade Payables 155.04 256.52
Other Current Liabilities 168.68 95.38
Short Term Provisions 1.74 4.16
Total Current Liabilities 512.30 644.67
Total Equity & Liabilities 1,387.15 1,262.59
ASSETS
Non current Assets
Tangible Assets 1,023.66 830.60
Intangible Assets 22.26 14.90
Capital Work in Progress 3.82 1.98
Non current Investments 3.94 3.45
Long Term Loans and Advances 36.58 39.24
Total Non current Assets 1,090.25 890.17
Current Assets
Current Investments - 0.98
Inventories 201.38 244.50
Trade Receivables 35.66 31.83
Cash and Bank 6.32 16.89
Other Current Assets 10.07 22.10
Short Term Loans and Advances 43.46 56.12
Total Current Assets 296.89 372.43
Total Assets 1,387.15 1,262.59

Appendix 2A
Profit & Loss Account in INR
INR million
Particulars 2007-08 2008-09 2009-10 2010-11 2011-12
INCOME
Revenue from Operation (Gross) 86,022.39 83,275.01 38,162.33 83,804.93 90,111.10
Less: Excise Duty 11,350.30 9,451.76 3,981.16 8,303.88 8,766.63
Revenue from Operation (Net) 74,672.09 73,823.25 34,181.17 75,501.05 81,344.47
Other Income 965.55 (1,455.71) 1,534.83 822.66 188.25
Total Incom e 75,637.64 72,367.54 35,716.00 76,323.71 81,532.72
EXPENSES
Cost of Raw Materials Consumed 53,596.36 57,084.84 21,729.44 61,403.22 70,016.13
Purchase of Traded Goods 672.38 470.90 1,661.15 1,972.11 396.84
(Increase)/Decrease in Invesntories of Semi
(69.48) 255.05 1,129.24 (2,075.51) (371.69)
Finished and Finished Goods
Employee Benefits and Expenses 661.03 656.89 735.66 849.51 920.31
Manufacturing and Other Expenses 11,443.28 12,824.65 7,745.68 10,820.06 11,972.22
Total Expenses 66,303.57 71,292.33 33,001.17 72,969.39 82,933.81
9,334.07 1,075.21 2,714.83 3,354.32 (1,401.09)
Depreciation and Ammortisation 3,019.51 3,008.20 3,317.73 4,110.18 4,241.57
Finance Costs 2,223.76 2,683.51 1,875.41 2,557.47 3,875.08
Profit/(Loss) before Exceptional Item s
4,090.80 (4,616.50) (2,478.31) (3,313.33) (9,517.74)
and Tax
Exceptional Items - - - - 932.11
Profit/(Loss) before Tax 4,090.80 (4,616.50) (2,478.31) (3,313.33) (8,585.63)
Current Tax - relating to earlier years 191.07 (637.94) (212.63) 13.71
Deferred Tax 1,097.00 (1,241.12) (603.99) (1,135.48)
Fringe Benefit Tax 15.88 16.72
Profit/(Loss) for the period 2,786.85 (3,392.10) (1,840.37) (2,496.71) (7,463.86)
Note: ‘Other income’ and ‘Exceptional items’ of previous years have been reclassified based on classification of those items in 2011-12 for
comparison purposes

Appendix 2B
Profit & Loss Account in US$
US$ million
Particulars 2007-08 2008-09 2009-10 2010-11 2011-12
INCOME
Revenue from Operation (Gross) 2,136.67 1,817.44 804.77 1,839.04 1,879.27
Less: Excise Duty 281.92 206.28 83.96 182.22 182.83
Revenue from Operation (Net) 1,854.75 1,611.16 720.82 1,656.81 1,696.44
Other Income 23.98 (31.77) 32.37 18.05 3.93
Total Incom e 1,878.73 1,579.39 753.18 1,674.87 1,700.37
EXPENSES
Cost of Raw Materials Consumed 1,331.26 1,245.85 458.23 1,347.45 1,460.19
Purchase of Traded Goods 16.70 10.28 35.03 43.28 8.28
(Increase)/Decrease in Invesntories of Semi
(7.75)
Finished and Finished Goods (1.73) 5.57 23.81 (45.55)
Employee Benefits and Expenses 16.42 14.34 15.51 18.64 19.19
Manufacturing and Other Expenses 284.23 279.89 163.34 237.44 249.68
Total Expenses 1,646.88 1,555.92 695.93 1,601.26 1,729.59
231.84 23.47 57.25 73.61 (29.22)
Depreciation and Ammortisation 75.00 65.65 69.96 90.19 88.46
Finance Costs 55.23 58.57 39.55 56.12 80.82
Profit/(Loss) before Exceptional Item s
101.61 (100.75) (52.26) (72.71) (198.49)
and Tax
Exceptional Items - - - - 19.44
Profit/(Loss) before Tax 101.61 (100.75) (52.26) (72.71) (179.05)
Current Tax - relating to earlier years 4.75 - (13.45) (4.67) 0.29
Deferred Tax 27.25 (27.09) - (13.25) (23.68)
Fringe Benefit Tax 0.39 0.36 - - -
Profit/(Loss) for the period 69.22 (74.03) (38.81) (54.79) (155.66)
Average annual US$/INR exchange rate applied for conversion as follows:
Period US$/INR
2007-08 40.26
2009-09 45.82
2009-10 47.42
2010-11 45.57
2011-12 47.95
Source: Bloomberg; average computed
based on daily exchange rate for the year

Annexure 1
Expression of Interest
(To be forwarded on the letterhead of the interested party/ lead bidder/ member(s) of the
consortium submitting the EOI)
Reference number _________ Date_____________

Kalpana Jain
Senior Director
DLF City Phase II
INVITATION OF EXPRESSIONS OF INTEREST

FOR ACQUIRING (i) WBIDC’S ENTIRE PAID-UP EQUITY SHARE CAPITAL, REPRESENTING
39.99% OF THE PAID UP EQUITY SHARE CAPITAL AND (ii) WBIDC’s, WBIIDC’S AND
WBIDFC’S ENTIRE PAID-UP PREFERENCE SHAREHOLDING, REPRESENTING 100% OF
THE PAID UP PREFERENCE SHARE CAPITAL IN HALDIA PETROCHEMICALS LIMITED
Madam,
This is with reference to the advertisement dated _________, inviting Expression of Interest for
acquiring (i) WBIDC’s entire% paid-up equity share capital and (ii) WBIDC’s, WBIIDC’s and
WBIDFC’s entire paid-up preference shareholding, representing 100% of the paid up preference
share capital in Haldia Petrochemicals Limited (“HPL”).
As specified in the advertisement, we have read and understood the contents of the Preliminary
Information Memorandum (“PIM”) and are desirous of participating in the above sale process, and
for this purpose:
 We propose to submit our EoI in individual capacity as _________(insert name of party) *
OR
 We have formed/propose to form a consortium comprising of _____ members as follows: *
1. ______________________
2. ______________________
3. ______________________
We understand that WBIDC’s entire paid-up equity shareholding and WBIDC’s, WBIIDC’s and
WBIDFC’s entire paid-up preference shareholding in HPL is proposed to be sold by WBIDC,
WBIIDC and WBIDFC (“Proposed Transaction”) and we are interested in the Proposed
Transaction and in bidding to acquire the same.
We confirm that we/our consortium/proposed consortium satisfy/ies the eligibility criteria set out in
relevant sections of the PIM (including Annexure 6,7 and 8) including the guidelines for
qualification of bidders seeking to acquire stakes in Public Sector Enterprises through the process
of disinvestment issued by the Government of India vide Department of Disinvestment OM
No.6/4/2001-DD-II dated July 13, 2001 (refer Annexure 6) and subsequent
amendments/clarifications thereto.

We certify that in regard to matters other than security and integrity of India, we have not been
convicted by a Court of law or indicted and/or no adverse orders have been passed by a regulatory
authority which would cast a doubt on our ability to be a shareholder of HPL or which relates to a
grave offence that outrages the moral sense of the community.
We further certify that in regard to matters relating to security and integrity of India, we have not
been charge-sheeted by any agency of the Government or convicted by a Court of Law for any
offence committed by us or by any of our sister concerns.
We further certify that no investigation by a regulatory authority is pending either against us or
against our sister concerns or against our CEO or any of our Directors/ Managers/ employees.
We undertake that in case due to any change in facts or circumstances during the pendency of the
sale process, we are attracted by the provisions of disqualification in terms of the PIM and the
subject guidelines and/or such other communication as may be addressed to us by WBIDC/
Deloitte Touche Tohmatsu India Private Limited, we would intimate WBIDC and DTTIPL of the
same immediately.
The Statement of Legal Capacity, Request for Qualification and Declaration as per formats
indicated hereinafter; duly signed by us/respective members, who jointly satisfy the eligibility
criteria, are enclosed.
We shall be glad to receive further communication on the subject.
Yours faithfully,
Authorised Signatory
For and on behalf of the (interested party/each member of the consortium)
Enclosure:
1. Statement of Legal Capacity
2. Request for Qualification
3. Declaration
*Strike off whichever clause is not applicable

Annexure 2
Statement of Legal Capacity

(To be forwarded on the letterhead of the interested party / each member of the consortium
submitting the EOI)
Kalpana Jain
Senior Director
DLF City Phase II

FOR ACQUIRING (i) WBIDC’S ENTIRE PAID-UP EQUITY SHARE CAPITAL, REPRESENTING
39.99% OF THE PAID UP EQUITY SHARE CAPITAL AND (ii) WBIDC’s, WBIIDC’S AND
WBIDFC’S ENTIRE PAID-UP PREFERENCE SHAREHOLDING, REPRESENTING 100% OF
THE PAID UP PREFERENCE SHARE CAPITAL IN HALDIA PETROCHEMICALS LIMITED
Madam,
This is with reference to the advertisement dated _________, inviting Expression of Interest for
acquiring (i) WBIDC’s entire paid-up equity share capital and (ii) WBIDC’s, WBIIDC’s and
WBIDFC’s entire paid-up preference shareholding representing 100% of the paid up preference
share capital in Haldia Petrochemicals Limited (“HPL”).
We have read and understood the contents of the PIM and the advertisement and pursuant to this
hereby confirm that:
We satisfy the eligibility criteria laid out in the Preliminary Information Memorandum/ the
advertisement.
We are a member of the consortium (constitution of which has been described in the Expression of
Interest) which jointly satisfies the eligibility criteria as detailed in the PIM and the advertisement.*
We have agreed that ________(insert member’s name) will act as the lead member of our
consortium.*
We have agreed that ______________(insert individual’s name) will act as our representative on
our behalf and has been duly authorized to submit the Expression of Interest. Further, the
authorized signatory is vested with requisite powers to furnish such letter and Request for
Qualification, Financial Bid and authenticate the same.
Yours faithfully,
For and on behalf of (interested party/each member of the consortium)
*Strike off whichever clause is not applicable

Annexure 3
Request for Qualification

submitting the EOI in respect of interested party/each member of the consortium)
Name of the interested Party(ies) / Member(s) _____________________
1. Constitution (Tick, wherever applicable)
i. Public Limited Company


ii. Private Limited Company 
iii. Others, if any (Please Specify) 
If the interested party is a foreign company/ OCB or foreign owned or foreign controlled entity,
specify list of statutory approvals from Government of India/ Reserve Bank of India/ Foreign
Investment Promotion Board applied for/ obtained/ awaiting:
2. Memorandum and Articles of

Association/Document of Constitution, i.e.
Partnership Deed, Trust Deed etc. as may be
applicable
3. A certificate duly signed by the Company

Secretary/ any other officer in charge of legal
affairs, stating that the Company is eligible to
participate in the proposed sale in terms of
Clause ______ of the Memorandum and
Articles of Association/_____________ name
of Document of Constitution, viz., Partnership
Deed, Trust Deed, etc. as may be
4. Sector (Tick, where applicable)

i. Public Sector

ii. Joint Sector 
iii. Others, if any (Please Specify) 

5. Details of Shareholding :
6. Audited Financial Statements/Annual Reports for :

the previous three financial years.
[For interested parties incorporated during the

last 2 years which, subject to compliance with all
applicable laws, do not have audited financial
statements as on 31st March, 2012, Balance
Sheet and Profit & Loss Account for 31st March,
2012 (if audit has been completed) or provisional
Balance Sheet and Profit & Loss Account of the
interest party for 31st March, 2012 as certified by
its Board of Directors/ any other governing body
should be submitted.)]
7. Role / Interest of each Member in the Consortium

(if applicable)
8. Nature of business/products dealt with :
9. A profile containing information on the :

company/group’s area of operations
10. Date & Place of incorporation
11. Date of commencement of business :
12. Full address including phone No./fax No. :
i. Registered office :
ii. Head office :

13. Address for correspondence :
14. Salient features of financial performance for the :

last three years
15. Basis of eligibility for participation in the process (Please mention details of your eligibility) as
under:
Please attach most recent Audited Statement of Accounts/Annual Report. Additionally, please
provide a chartered account/auditor certificate certifying the Net Worth as defined in the
Eligibility criteria of the Preliminary Information Memorandum.
Also, present your experience in the sector as per Section 4 and 5 of PIM
16. Please provide details of all contingent liabilities that, if materialized, that have or would
reasonably be expected to have a material adverse affect on the business, operations (or
results of operations), assets, liabilities and/or financial condition of the Company, or other
similar business combination or transaction.
17. Contact Person(s):
i. Name:
ii. Designation:
iii. Phone No.:
iv. Mobile No.:
v. Fax No.:
vi. Email:
Yours faithfully,
Authorised Signatory Authorised Signatory

For and on behalf of the (party/member) For and on behalf of the consortium
Place:
Date:
Note: Please follow the order adopted in the Format provided. If the interested party is unable to
respond to a particular question/ request, the relevant number must be nonetheless be set out with
the words “No response given” against it.

Annexure 4
Declaration
submitting the EOI in respect of interested party/each member of the consortium)
Kalpana Jain
Senior Director
DLF City Phase II

FOR ACQUIRING (i) WBIDC’S 39.99% PAID-UP EQUITY SHARE CAPITAL AND (ii) WBIDC’s,
WBIIDC’S AND WBIDFC’S ENTIRE PAID-UP PREFERENCE SHAREHOLDING ,
REPRESENTING 100% OF THE PAID UP PREFERENCE SHARE CAPITAL IN HALDIA
PETROCHEMICALS LIMITED
1) We solemnly declare that we or our Director(s), CEO or other employee(s) are not
convicted by any court of law or are indicted or have received any adverse order from any
regulatory authority relating to a grave offense with regard to matters other than those
relating to the security and integrity of the country.
Grave offense for this purpose shall include:

a) What constitutes ‘Fraud’ under The Securities and Exchange Board of India Act, 1992,
and regulations made thereunder;
b) Securities and Exchange Board of India (“SEBI”) orders on the bidder casting doubt
on the ability of the bidder to hold the stake in Haldia Petrochemicals Limited;
c) Any conviction by a Court of Law in India or abroad; and
d) In case of SEBI’s order of prosecution, conviction by a Court of Law in India.
2) We further declare that we or our sister companies have not been issued a charge sheet
by any agency of the Government or convicted by a Court of Law in India or abroad for
any offense with regard to matters relating to the security and integrity of the country.
3) We further declare that we, our Director(s), CEO, Manager(s) / Employee(s) are not under
investigation pending before any regulatory authority or other authority.
4) We declare that complete information as required is provided in the Expression of Interest

and Request For Qualification and /or Statement of Legal Capacity.

For and on behalf of

Bidder Name
Bidder Address
In case any bidder is unable to give the above declaration in view of any conviction, indictment,
order or investigation as above, full details of the same shall be provided including names of
persons involved, designation, charge/offense, ordering/investigating agency, status/outcome and
with supporting/relevant documents. Any entity, which is disqualified from participating in the sale
process, would not be allowed to remain associated with it or get associated merely because it has
preferred an appeal against the order based on which it has been disqualified. The mere pendency
of appeal will have no effect on the disqualification.

Annexure 5
Copy of Advertisement
This announcement is neither a prospectus nor an offer or invitation for sale to public of securities
Invitation for “Expression of Interest” towards

Disinvestment of Government of West Bengal’s entire shareholding held through WBIDC,
WBIIDC and WBIDFC in

Government of West Bengal (“GoWB”), presently holding (i) specified in PIM at the under mentioned address or
39.99% of the paid up equity share capital through WBIDC email it to inhaldia@deloitte.com not later than 21:00
and (ii) entire (100%) paid up preference share capital hours (Indian Standard Time) on 10 June 2013:
through WBIDC, WBIIDC and WBIDFC of Haldia Kalpana Jain, Senior Director, Deloitte Touche
Petrochemicals Limited (“HPL” or the “Company”), intends to Tohmatsu India Private Limited, 7th Floor, Building 10,
disinvest its entire equity and preference shareholding in Tower B, DLF Cyber City Complex, DLF City Phase II,
HPL through a competitive bidding process with the Gurgaon 122 002, India
objective of revival and restructuring the Company.
Only the parties that are found eligible as per terms of
WBIDC is authorized to act on behalf of GoWB, WBIIDC and PIM will be informed of the same, and provided further
WBIDFC to effect the Transaction and appoint Transaction information. This disinvestment process is subject to
Advisor. Deloitte Touche Tohmatsu India Private Limited provisions of Right Of First Refusal as per Articles of
(DTTIPL) has been appointed as Transaction Advisor (“TA”) the Company and extant directions of the court(s).
to WBIDC to advise and manage the proposed
disinvestment process. This advertisement does not constitute, and will not be
deemed to constitute any commitment on part of
HPL operates an integrated and modern petrochemical WBIDC or TA. Furthermore, this advertisement
complex, spread over 1,200 acres with its township confers neither any right nor expectation on any party
encompassing an additional 250 acres, with a cracking to participate in this disinvestment process.
capacity of nearly 700 KTA, at Haldia, an industrial port hub
around 125 km from Kolkata. The Preliminary Information WBIDC reserves the right to postpone/withdraw from
Memorandum (“PIM”), providing details of HPL and the process or any part thereof, to accept or reject any
transaction process, can be obtained from TA at the address or all offers at any stage of the process and/or modify
mentioned below or accessed at the websites the process or any part thereof or to vary any terms at
http://www.wbidc.com/ or any time without giving reasons. No financial
http://www.deloitte.com/in/haldia . obligation will accrue to WBIDC or TA in such an
event. Neither WBIDC nor TA shall be responsible for
Interested and eligible parties may submit their Expression non-receipt of correspondences sent by post/ email/
of Interest (“EoI”) as per the terms specified in the PIM along fax/ courier.
with other requested documents in the format and as per the
process

Annexure 6
Guidelines for Bidders
No. 6/4/2001-DD-II
Government of India
Department of Disinvestment
Dated 13th July, 2001
OFFICE MEMORANDUM
Subject: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment
Government has examined the issue of framing comprehensive and transparent guidelines
defining the criteria for bidders interested in PSE-disinvestment so that the parties selected
through competitive bidding could inspire public confidence. Earlier, criteria like net worth,
experience etc. used to be prescribed. Based on experience and in consultation with concerned
departments, Government has decided to prescribe the following additional criteria for the
qualification / disqualification of the parties seeking to acquire stakes in public sector enterprises
through disinvestment:-
a) In regard to matters other than the security and integrity of the country, any conviction by a
Court of Law or indictment / adverse order by a regulatory authority that casts a doubt on the
ability of the bidder to manage the public sector unit when it is disinvested, or which relates to
a grave offence would constitute disqualification. Grave offence is defined to be of such a
nature that it outrages the moral sense of the community. The decision in regard to the nature
of the offence would be taken on case to case basis after considering the facts of the case and
relevant legal principles, by the Government.
b) In regard to matters relating to the security and integrity of the country, any charge-sheet by an
agency of the Government / conviction by a Court of Law for an offence committed by the
bidding party or by any sister concern of the bidding party would result in disqualification. The
decision in regard to the relationship between the sister concerns would be taken, based on
the relevant facts and after examining whether the two concerns are substantially controlled by
the same person/persons.
c) In both (a) and (b), disqualification shall continue for a period that Government deems
appropriate.
d) Any entity, which is disqualified from participating in the disinvestment process, would not be
allowed to remain associated with it or get associated merely because it has preferred an
appeal against the order based on which it has been disqualified. The mere pendency of
appeal will have no effect on the disqualification.

e) The disqualification criteria would come into effect immediately and would apply to all bidders
for various disinvestment transactions, which have not been completed as yet.
f) Before disqualifying a concern, a Show Cause Notice why it should not be disqualified would
be issued to it and it would be given an opportunity to explain its position.
g) Henceforth, these criteria will be prescribed in the advertisements seeking Expression of

Interest (EOI) from the interested parties. The interested parties would be required to provide
the information on the above criteria, along with their Expressions of Interest (EOI). The
bidders shall be required to provide with their EOI an undertaking to the effect that no
investigation by a regulatory authority is pending against them. In case any investigation is
pending against the concern or its sister concern or against its CEO or any of its
Directors/Managers/employees, full details of such investigation including the name of the
investigating agency, the charge/offence for which the investigation has been launched, name
and designation of persons against whom the investigation has been launched and other
relevant information should be disclosed, to the satisfaction of the Government. For other
criteria also, a similar undertaking shall be obtained along with EOI.
(V.K. Singh)
Under Secretary to the Government of India.
CLARIFICATION
Note: Vide clarification dated: 10.1.2002 to the above guidelines it has been provided that the
following offence be treated as a grave offence
(1) Orders of Securities and Exchange Board of India which directly relates to “fraud” as defined in
the Securities and Exchange Board of India Act, 1992 and/or regulations made thereunder;
(2) Orders of Securities and Exchange Board of India which cast a doubt on the ability of the
Strategic Partner to manage the Company after the sale of the Transaction Shares by the
Government to the Strategic Partner;
(3) Any conviction by a Court of Law;
(4) In cases in which Securities and Exchange Board of India also passes a prosecution order,
disqualification of the Strategic Partner should arise only on conviction by the Court of Law.

Annexure 7
Text of the Recommendations on Qualification for Bidders, as contained in the 30th Report of the
Parliamentary Standing Committee on Finance
“The Committee find that though the disinvestment process in our country is continuing for more than a decade yet
no guidelines regarding qualification/disqualification of bidders seeking to acquire the stake in PSUs through the
process of disinvestment were formulated initially. It was only in July 2001, when a circular was issued detailing
some guidelines for disqualifications for bidders. The committee notes that it debars only those bidders who have
been actually convicted for an offence or have been charge sheeted for an offence against national security and
those who have been either indicted by SEBI or RBI. The Committee feel that these guidelines are not sufficient
and do not cover the offences committed under the Official Secrets Act and cases pertaining to willful default of
public money. The Committee are of the opinion that these offences are in no way less serious than those included
in the guidelines.
Hence, the committee feels that weak, inadequate and porous guidelines are being used to qualify and disqualify
bidders. The committee strongly recommends that comprehensive guidelines for qualification/disqualification of
bidders seeking to acquire stakes in the PSUs through the process of disinvestment may be drawn and included in
the Disinvestment Policy. The Committee further desires that the scope of guidelines may also be broadened which
may include the business activities of unhealthy, unethical and unscrupulous nature in its ambit. They also desire
that it should also cover the offences under the Official Secrets Act and those pertaining to willful default of public
money etc. in its purview.”

Annexure 8
Guidelines for Management Employee Bids
No. 4/38/2002-DD-II
Government of India
Ministry of Disinvestment
Block 14, CGO Complex
New Delhi
Dated 25th April, 2003
OFFICE MEMORANDUM
Subject: - Guidelines for management-employee bids in strategic sale.
1. Employee participation and protection of employee interests is a key concern of the

disinvestment process. The practice of reserving a portion of the equity to be disinvested
for allocation to employees, at concessional prices, has been adopted in a number of
cases. It is necessary and expedient to evolve and lay down guidelines to encourage and
facilitate management-employee participation in the strategic sales and thus to acquire
controlling stakes and manage disinvested public sector undertakings. The undersigned is
directed to state that Government has, therefore, decided to lay down the following
guidelines for evaluating employee/management bids:-
(i) The term ‘employee’ will include all permanent employees of a PSU and the whole time
directors on the board of the PSU. A bid submitted by employees or a body of employees
will be called an “employee bid”.
(ii) At least 15% of the total number of the employees in a PSU or 200 employees,
whichever is lower, should participate in the bid.
(iii) An employee bid would be exempted from any minimum turn over criterion but will be
required to qualify in terms of the prescribed Net Worth criterion. They will be required to
follow the procedures prescribed for participation by Interested Parties in the process of
strategic sale including, but not limited to, filing the expression of interest along with all
details, as applicable to other investors, furnishing of bank guarantee for payment of the
purchase price etc.
(iv) Employees can either bid directly and independently or, for the purpose of meeting the
financial criteria like Net Worth, can form a consortium or bid through a joint venture (JV)
or a special purpose vehicle (SPV), along with a bank, venture capitalist or a financial
institution. However employees will not be permitted to form consortia with other
companies.
(v) If the bidding entity of the employees is a consortium, JV or SPV, employees must
have a controlling stake and be in control of the bidding entity.
(vi) If the bid is submitted through a consortium, JV or SPV, employees must contribute at
least 10% of the financial bid.
(vii) If the employees form a consortium, the consortium partners would be prohibited from
submitting individual bids independently.

(viii) If it is not the highest bid, the employee bid shall be considered only if the said bid is
within 10% of the highest bid.
(ix) The employee bid shall, subject to fulfilling the conditions above, have the first option
for acquiring the shares under offer provided they match the highest bid and the highest
bid being equal to or more than the reserve price.
(x) If the employee bid is not the highest bid and there are more than one employee bids
within the 10% band, the highest of the employee bids will have precedence for purchase
at the highest bid. If such employee bidder is unwilling or unable to match the highest bid,
the option will pass on to the next highest employee bid and so on till all the employee
bids, within the 10% band, are exhausted.
(xi) In the event of no employee bidder, within the 10% band, being willing or able to match
the highest bid, the shares under offer will be sold to the highest bidding entity.
(xii) There will be a lock in period of three years for the shares disinvested by the
Government.
2. All the bidders for the management-employee buy-outs will also have to satisfy the
provisions of the ‘Guidelines for qualification of bidders seeking to acquire stakes in Public
Sector Enterprise through the process of disinvestment’ issued vide the then Department
of Disinvestment’s Office Memorandum No.6/4/2001-DD-II dated 13th July 2001 or as
amended subsequently along with other qualification criterion as generally applicable and
not specifically excluded herein.
-sd-
(T.S. Krishnamachari)
Deputy Secretary to the Government of India

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Preliminary Information Memorandum

Disinvestment of entire equity shares and preference

Haldia Petrochemicals Limited

Preliminary Information Memorandum Page 2

Preliminary Information Memorandum Page 3

Disclaimer and Important Notice ................................................................................................................................ 2

Preliminary Information Memorandum Page 4

Deloitte Touche Tohmatsu India Private Limited

Kalpana Jain Sandeep Negi Manish Sharma

Address: Deloitte Touche Tohmatsu India Private Limited

Phone: +91-124-679 2000

Preliminary Information Memorandum Page 5

1.1 Overview of HPL

** Indian Oil Corporation Limited

****India Trade Mauritius Limited

1.2 Overview of the Transaction

Preliminary Information Memorandum Page 6

1.3 Bidding process

Preliminary Information Memorandum Page 7

2.1 Global industry overview

Total 255.00 204.60 293.00 256.60 2.8 4.6

PET: Polyethylene Terephthalate PVC: Polyvinyl Chloride

Preliminary Information Memorandum Page 8

2.2 Indian petrochemical industry

Preliminary Information Memorandum Page 9

Actual Projected During Actual Projected Actual Projected

2011-12 2016-17 2011/12-16/17 2011-12 2016-17 2011-12 2016-17

Butadiene 124 470 30.5 295 528 171 58

Company PP HDPE LLDPE LDPE Total PE

Reliance Industries Limited (RIL) 2,665 180 690 200 1,070

Indian Oil Corporation Limited

Haldia Petrochemicals Limited 341 334 386 - 720

GAIL (India) Limited - 230 270 - 500

Preliminary Information Memorandum Page 10

HPCL Mittal Energy Limited 440 - - -

TOTAL 4,046 1,044 1,696 200 2,940

Preliminary Information Memorandum Page 11

3.2 Capital structure and promoters

Preliminary Information Memorandum Page 12

3.2.1 West Bengal Industrial Development Corporation Limited

3.2.2 Chatterjee Petrochem (Mauritius) Company (CP(M)C)

3.3 Board representation

Preliminary Information Memorandum Page 13

Preliminary Information Memorandum Page 14

3.3.1 Corporate Debt Restructuring (CDR)

3.4 Right of First Refusal (ROFR)

3.5 Dispute between WBIDC and CP(M)C

Preliminary Information Memorandum Page 15

3.6 Business activities and potential

Preliminary Information Memorandum Page 16

3.6.1 Power plant, off-sites and infrastructure

3.6.2 Operating performance

Preliminary Information Memorandum Page 17

NCU (P+E) (KTA) Utilisation (%)

3.6.3 Financial performance

Preliminary Information Memorandum Page 18

Profit & Loss Account

Note: Please see detailed financial performance in Appendix 2

Preliminary Information Memorandum Page 19

Preliminary Information Memorandum Page 20

1. Sellers WBIDC, WBIIDC and WBIDFC

In case a bidder is declared as the Selected Bidder and CP(M)C

Preliminary Information Memorandum Page 21

 Other member companies

Reference number _ Date_____

Reference number _ Date_____

Reference number _ Date_____