Background and Context
The disclosure pertains to the Composite Scheme of Amalgamation and Arrangement among Gujarat State Petroleum Corporation Limited (GSPC/Transferor Company 1), Gujarat State Petronet Limited (GSPL/Transferor Company 2), GSPC Energy Limited (GSPC Energy/Transferor Company 3), Gujarat Gas Limited (now Gujarat Energy Limited) (GEL/Transferee Company/Demerged Company), and GSPL Transmission Limited (GTL/Resulting Company). The Scheme was sanctioned by the Ministry of Corporate Affairs, New Delhi vide its Order dated April 8, 2026, received on April 17, 2026, under sections 230 to 232 of the Companies Act, 2013.
Key Quantitative Figures
- Total shares allotted to GSPC and GSPL shareholders: 62,27,14,719 (Sixty Two Crores Twenty Seven Lacs Fourteen Thousand Seven Hundred and Nineteen) Equity Shares of face value INR 2/- each
- Breakdown of allotment:
- GSPC shareholders: 35,20,17,714 Equity Shares
- GSPL shareholders: 27,06,97,005 Equity Shares
- Fractional shares consolidated: 98,334 (Ninety-Eight Thousand Three Hundred and Thirty-Four) Equity Shares of face value INR 2/- each
- Sale of fractional shares:
- Sale date: July 20, 2026
- Sale price per share: ₹271.2135
- Gross proceeds: ₹26,669,508.31
- Net proceeds distributed: ₹26,608,068.19
- Difference (expenses/charges): ₹61,440.12
Dates of Action
- Scheme effective date: May 1, 2026
- Record date: May 12, 2026 (close of business hours)
- Allotment date: May 16, 2026
- Sale execution date: July 20, 2026
- Distribution completion date: August 7, 2026
- Committee meeting dates:
- Independent Directors Committee: August 10, 2026
- Audit Committee: August 11, 2026
Parties Involved
- Transferor Companies: Gujarat State Petroleum Corporation Limited (GSPC), Gujarat State Petronet Limited (GSPL), GSPC Energy Limited (GSPC Energy)
- Transferee/Demerged Company: Gujarat Energy Limited (formerly Gujarat Gas Limited)
- Resulting Company: GSPL Transmission Limited (GTL)
- Independent Trustee: IDBI Trusteeship Services Limited
- Regulatory references: SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
- Committee Members:
- Independent Directors Committee: Shri Bhadresh Mehta (Chairman), Shri Balwant Singh, Dr. Rekha Jain, Prof. Yogesh Singh
- Audit Committee: Shri Balwant Singh (Chairman), Dr. T Natarajan, Shri Bhadresh Mehta, Prof. Yogesh Singh, Dr. Rekha Jain, Smt. Avantika Singh Aulakh
Share Exchange Ratios
- T1 Share Exchange Ratio (GSPC): 10 fully paid Equity Shares of INR 2/- each of Gujarat Energy Limited for every 305 fully paid Equity Shares of INR 1/- each held in GSPC
- T2 Share Exchange Ratio (GSPL): 10 fully paid-up Equity Shares of INR 2/- each of Gujarat Energy Limited for every 13 fully paid Equity Share of INR 10/- each held in GSPL
Process and Compliance
The company complied with Paragraph D of Part I of the SEBI Master Circular and Clause 12.5 and 28.4 of the Scheme:
1. Fractional shares were consolidated and aggregated to the next whole number
2. Consolidated fractional shares were allotted to IDBI Trusteeship Services Limited as Independent Trustee
3. The Trustee sold the consolidated shares in the market within 90 days from allotment date (by July 20, 2026)
4. Net sale proceeds after deducting expenses/charges were transferred to the company
5. The company distributed proceeds to eligible shareholders in proportion to their fractional entitlements after deducting applicable TDS
Certification
Both the Committee of Independent Directors (on August 10, 2026) and the Audit Committee (on August 11, 2026) certified that:
- The proceeds from the sale of fractional entitlements have been distributed to eligible shareholders
- The distribution was made in proportion to their fractional entitlements
- The process complied with SEBI Master Circular requirements and the Scheme provisions
Financial Impact
The financial impact of the fractional share compensation process resulted in:
- Gross sale proceeds: ₹26,669,508.31
- Net distribution to shareholders: ₹26,608,068.19
- Expenses/charges deducted: ₹61,440.12