Bharat Petroleum : NCLT/ Court Convened Meeting

sn«=r er~~~ l-1 ct>T41~~ra=r ~ f?i"es

STT«fmcl5Rc15T~

A Govt. of India Enterprise

Sec. 3.4

26th April 2022

The Secretary, BSE Ltd.,

The Secretary,

National Stock Exchange oflndia Ltd.,

Phiroze Jeejeebhoy Towers, Dalal Street,

Exchange Plaza, Plot No C/ 1,

Mumbai 400 001

G Block, Bandra-Kurla Complex, Mumbai 400051

BSE Scrip Code: 500547

NSE Symbol : BPCL

Dear Sir/Madam,

Sub: Notice of the meeting convened by the Ministry of Corporate Affairs (MCA) of the equity shareholders, secured creditors and unsecured creditors ofBPCL in the matter ofScheme of Amalgamation of Bharat Gas Resources Ltd with Bharat Petroleum Corporation Limited and their respective shareholders

This is to inform you that in accordance with the Order dated 27 . 10.2021 passed by the Ministry of Corporate Affairs (MCA) , Government of India, in the matter of the Scheme of Amalgamation of Bharat Gas Resources Limited with Bharat Petroleum Corporation Limited and their Respective Shareholde rs, the meetings of theequity shareholders, secured creditors and unsecured creditors of th e Compan ywill be held throu gh Video Conferen cing ('VC')/Othe r Audio Visual Means ('OAVM') to consider and if thought fit , to approve the arrangement embodied in the Sche me ofAmalgamation of Bharat Gas Resources Limited with Bharat Petroleum Corporation Limited and their respective shareho lders, pursuant to th e provisions ofSection 230 to 232 of the Companies Act, 201 3 and other applicable provisions and app licable rules thereunder and SEBI Regulation s, as under:-

Class of Meeting

Date and Time of MeetingCommencement of Remote e-voting

End of Remote e-voting

Equity Shareholders Friday, 3 rd June 2022 at 10.00 a.m.

Tuesday, 3 p t May Thursday, 2nd June 2022 at 2022 at 9.00 a.m . 5.00 p.m. (1ST)

(1ST)

(1ST)

Secured CreditorsFriday, 3rd June 2022 at 12.00 p.m. (1ST)

Tuesday, 31 st May

2022 at 9.00 a.m .

Thursday, 2nd June 2022 at 5.00 p.m. (1ST)

(1ST)

Unsecured Credi tors Friday, 3rd June 2022 at 1.30 p.m. (1ST)

Tuesday, 3 p t May

2022 at 9.00 a.m.

Thursday, 2nd Jun e 2022 at 5.00 p.m. (1ST)

(1ST)

a{R7f Wela!, 4 Qci 6, ~a-im ifs,~~.~ oITTIB so. 688, ~ - 400 0 1. "C5Tol: 2271 3000/4000. ~: 2271 3874

Bharat Bhavan, 4 & 6, Currimbhoy Road, Ballard Estate, P.B.No. 688, Mumbai- 400 001. Phone: 2271 3000/4000, Fax : 2271 3874 email:info@bharatpetroleum.in web: www.bharatpetroleum.in CIN:L23220MH1952GOI008931

The detail s such as ma nner of casting vote throu gh evoting, attendin g the meet ing through VC/OAVM, etc., have been set out in the notice of the respecti ve meetin gs.

An equity shareholder whose name is recorded in the Register of membe rs or in the Register of Beneficia l owners maintained by the depos itories as on the cut off date i.e. 27.5.2022 onl y shall be entitled to exerci se hi s/ her /its votin g ri ghts on th e Reso luti on. Votin g ri ghts sha ll be in proportion to the shareholding in the paid up eq uity share capital of the Company as on the cut off date.

Further, as per the abovesaid MCA order, secured creditors as on the cut off date i.e. 3151 December 2020 and Unsecured creditors whose outstanding va lue is more than Rs I O lakh as on the cut off date i.e. 3 1st December 2020 wi ll be entitl ed to exercise their votin g rights on the Reso luti on .

The copy of eachnotices co nvenin g the meetin gs alongw ith the exp lanatory statement and other annexures are enclosed for information. The sai d notices alongwith the annexures are also ava ilable on the website of the Compan yatwww.bharatpetroleum. in.

Thi s is for your inform ation.

Thanki ng You,

Yours fa ith fu ll y,

)~a)

For Bharat Petroleum Corporation Limited

fo Company Secretary

Bharat Petroleum

BHARAT PETROLEUM CORPORATION LIMITED

CIN: L23220MH1952GOI008931

Registered Office: Bharat Bhavan, P B No. 688, 4&6 Currimbhoy Road,

Ballard Estate, Mumbai - 400 001

Maharashtra

Phone: +91 22 2271 3000/ 4000

Email:info@bharatpetroleum.in| Website: www.bharatpetroleum.in

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF

BHARAT PETROLEUM CORPORATION LIMITED PURSUANT TO ORDER DATED OCTOBER 27, 2021

OF THE MINISTRY OF CORPORATE AFFAIRS, GOVERNMENT OF INDIA

MEETING

Friday

June 3, 2022 10.00 a.m. (IST)

Sr. No.

Contents

• 1. Noce of meeng of equity shareholders of Bharat Petroleum Corporaon Limited

• 2. Statement under Secons 230 and 232 read with Secon 102 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamaons) Rules, 2016

• 3. Annexure A

  Scheme of Amalgamaon of Bharat Gas Resources Limited ("Transferor Company") with Bharat Petroleum Corporaon Limited ("Transferee Company" or "Company") and their respecve shareholders ("Scheme")

• 4. Annexure B

  Consolidated and Standalone unaudited financial results (limited reviewed) of the Company for the quarter and nine months period ended December 31, 2021

• 5. Annexure C

  Standalone unaudited financial results of the Transferor Company for the nine months period ended December 31, 2021

• 6. Annexure D

  Report of the Board of Directors of the Company, pursuant to Secon 232(2)(c) of the Companies Act, 2013

• 7. Annexure E

  Report of the Board of Directors of the Transferor Company, pursuant to Secon 232(2)(c) of the Companies Act, 2013

Page Nos.

2 - 12 13 - 24

A1 - A15

B1 - B16

C1 - C9

D1 - D2

E1 - E2

BEFORE THE MINISTRY OF CORPORATE AFFAIRS, GOVERNMENT OF INDIA

FORM NO. CAA. 2

[Pursuant to Secon 230(3) of Companies Act, 2013 and Rules 6 and 7 of the Companies (Compromises,

Arrangements, and Amalgamaons) Rules, 2016]

COMPANY SCHEME APPLICATION

IN THE MATTER OF THE SCHEME OF AMALGAMATION OF BHARAT GAS RESOURCES LIMITED WITH BHARAT

PETROLEUM CORPORATION LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Bharat Petroleum Corporaon Limited, a company incorporated under the Indian Companies Act, 1913 having Corporate Identity Number: L23220MH- 1952GOI008931 and its registered office at Bharat Bhavan, P B No 688, 4&6 Currimbhoy Road, Ballard Estate, Mumbai - 400 001

)

)

)

)

)

)

)

…Transferee CompanyNOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

The Equity Shareholders of

Bharat Petroleum Corporaon Limited

• 1. NOTICE is hereby given that, in accordance with the Order dated October 27, 2021 in the above menoned Company Scheme Applicaon, passed by the Ministry of Corporate Affairs, Government of India ("MCA") ("MCA Order"), a meeng of the equity shareholders of the Company, will be held by video conferencing ("VC")/ other audio-visual means ("OAVM") for the purpose of their considering, and if thought fit, approving, with or without modificaon(s), the proposed Scheme of Amalgamaon of Bharat Gas Resources Limited ("Transferor Company") with Bharat Petroleum Corporaon Limited ("Transferee Company" or "Company") and their respecve shareholders ("Scheme") on Friday, June 3, 2022 at 10.00 a.m. (IST), being the date and me as decided by Chairperson in terms of the MCA Order.

• 2. In view of the ongoing Covid-19 pandemic, a meeng of equity shareholders of the Company will be held on Friday, June 3, 2022 at 10.00 a.m. (IST) by way of VC/ OAVM ("Meeng") in compliance with the applicable provisions of the Companies Act, 2013 ("Act"), Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("SEBI Lisng Regulaons") and General Circular Nos. 14/2020 dated April 8, 2020 read with General Circular Nos. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 8, 2021 (collecvely referred to as "MCA Circulars") and Circular Nos. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securies and Exchange Board of India ("SEBI") (collecvely referred to as "the SEBI Circulars"), to consider, and if thought fit, pass, with or without modificaon(s) the following resoluon for approval of the Scheme by requisite majority as prescribed under Secon 230(1) and (6) read with Secon 232(1) of the Act:

"RESOLVED THAT pursuant to the provisions of Secons 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and noficaons made thereunder (including any statutory modificaon(s) or re-enactment(s) thereof, for the me being in force), subject to the provisions of the Memorandum and Arcles of Associaon of the Company and subject to the approval of Ministry of Corporate Affairs, Government of India ("MCA") and subject to such other approvals, permissions and sancons of regulatory and other authories or bodies, as may be necessary and subject to such condions and modificaons as may be deemed appropriate by the Pares to the Scheme, at any me and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the MCA or by any regulatory or other authories, while granng such approvals, permissions and sancons, which may be agreed to by the Board of Directors of the Company (hereinaſter referred to as the "Board" which term shall be deemed to mean and include one or more Commiee(s) constuted/ to be constuted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resoluon), the arrangement embodied in the Scheme of Amalgamaon of Bharat Gas Resources Limited with Bharat Petroleum Corporaon Limited and their respecve shareholders ("Scheme"), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, maers and things, as it may, in its absolute discreon deem requisite, desirable, appropriate or necessary to give effect to this Resoluon and effecvely implement the arrangement embodied in the Scheme and to make any modificaons or amendments to the Scheme at any me and for any reason whatsoever, and to accept such modificaons, amendments, limitaons and/or condions, if any, which may be required and/or imposed by the MCA while sanconing the arrangement embodied in the Scheme or by any authories under law, or as may be required for the purpose of resolving any quesons or doubts or difficules that may arise including passing of such accounng entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper."

• 3. TAKE FURTHER NOTICE that the equity shareholders of the Company shall have the facility and opon of vong on the resoluon for approval of the Scheme by casng their votes through remote electronic vong ("remote e-vong") during the period as stated below:

  REMOTE E-VOTING PERIOD

  Commencement of remote e-vong End of remote e- vong

  Tuesday, May 31, 2022 at 9.00 a.m. (IST)

  Thursday, June 2, 2022 at 5.00 p.m. (IST)

• 4. At the end of the remote e-vong period (as menoned above), the remote e-vong facility shall be disabled by Naonal Securies Depositories Limited ("NSDL") for vong thereaſter.

• 5. The facility for vong through electronic means, shall also be made available at the Meeng and the equity shareholders aending the Meeng who have not already cast their vote by remote e-vong and are otherwise eligible to vote, shall be able to exercise their vote through electronic means at the Meeng.

• 6. The equity shareholders of the Company who have cast their vote by remote e-vong prior to the Meeng may also aend the Meeng but shall not be entled to cast their vote again.

• 7. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners of the Company as on the cut-off date, i.e., Friday, May 27, 2022, shall be entled to exercise his/ her/ its vong rights on the resoluon proposed in the Noce and aend the Meeng. A person who is not an equity shareholder as on the cut-off date, should treat the Noce for informaon purpose only. Once the vote on the resoluon as

This is an excerpt of the original content. To continue reading it, access the original document here.