Burmah-Shell Refineries Limited (BSR), was incorporated on 3.11.1952 as a Company under the Indian Companies Act, 1913, at Mumbai, with the Authorised Capital of Rs. 25 crore. A refinery was set up by this Company at Mahul, Mumbai. Secondly, the Burmah-Shell Oil Storage & Distributing Company of India Ltd (BSM), a foreign Company, established in England in 1928, was carrying on in India the business of Distributing & Marketing petroleum products & for that purpose established places of business at Mumbai & other places in India.
Pursuant to the agreement dated 23.12.1975 between the Government of India (GOI), the Burmah-Shell Oil Storage and Distributing Company of India Ltd. (BSM) and the Burmah Shell Refineries Ltd. (BSR), the GOI acquired 100 per cent equity share holding (paid up value Rs. 1453.83 lakhs) of BSR on 24.01.1976, for a consideration of Rs. 925 lakh. Simultaneously, through `The Burmah Shell acquisition of Undertakings in India Act, 1976, the GOI also acquired the right, title and interest and liabilities of BSM in relation to its undertakings in India for a consideration of Rs. 2775 lakhs and by notification dated 24.1.76, vested the same in BSR without any specific consideration payable by BSR. The name of BSR was changed to Bharat Refineries Limited (BRL) and subsequently to Bharat Petroleum Corporation Limited.
Out of the total investment of Rs. 3700 lakhs (Rs.925 + 2775 lakhs) made by the GOI as stated above, the Government treated an amount of Rs. 1128 lakhs as a repayable loan to BPCL. The net investment made by the Government thus amounted to Rs. 2572 lakhs (Rs.3700 - 1128 lakhs). In January 1984, the GOI made further investment of Rs. 203.57 lakhs in BPCL towards payment of Partly Paid Equity Shares bringing the paid up capital to Rs. 1657.40 lakh (1453.83 + 203.57 lakhs).
Subsequently, during 1985-86, the reserves of BPCL to the extent of Rs. 1127.94 lakhs were capitalised for making Partly Paid shares as Fully Paid shares, as also to Issue bonus shares to the GOI. Thus the paid up capital was increased to Rs. 2785.34 lakhs without further investment by the GOI. Again in 1990, the Reserves of BPCL to the extent of Rs. 2214.66 lakhs were capitalised to issue Bonus Shares to the GOI and thereby increased Paid Up Capital to Rs. 50 Crores without further investment by the GOI.
Thus, with the investment of Rs. 2775.57 lakhs (i.e. 2572 lakhs +203.57 lakhs), the GOIs holding in BPCL increased to Rs. 50 crores (i.e. 5 crores equity shares of Rs. 10/- each).
Out of the above, the GOI sold 1.5 crores equity shares of Rs. 10/- each to Financial Institutions/Mutual Funds etc. during 1991-92 and 1992-93 and 18,99,990 equity shares to employees during 1993-94. For the above disinvestment the GOI received about Rs. 680 crores. As a result of the above disinvestments the Share holdings of the GOI in the Corporation was reduced to 3,31,00,010 shares (66.20%) as on 31.3.1994.
During 1994, BPCL declared Bonus shares in the ratio of 2:1 by way of capitalisation of reserves to the extent of Rs. 100 crore. The GOI, therefore, received 6,62,00,020 Bonus Equity Shares of Rs. 10/- each. Accordingly, GOIs holding increased from 3,31,00,010 shares of Rs. 10 each to 9,93,00,030 equity shares of Rs. 10/- each amounting to Rs.99,30,00,300/-.
During 2000-01, BPCL declared Bonus shares in the ratio of 1:1 by way of capitalisation of reserves to the extent of Rs. 150 crores. The GOI, therefore, received 9,93,00,030 Bonus Equity Shares of Rs. 10/- each.
Accordingly, GOIs holding increased from 9,93,00,030 shares of Rs. 10 each to 19,86,00,060 equity shares of Rs. 10/- each amounting to Rs.198,60,00,600/- as on 31.3.2008.
Pursuant to the merger of Kochi Refineries Ltd with BPCL, vide Order dated 18.8.2006 from Ministry of Company Affairs, the total paid up share capital of BPC had increased to 36,15,42,124 equity shares of Rs. 10 each and the percentage of shareholding of the GOI has reduced from 66.20% to 54.93%.