Linde India Shareholders Reject ₹4,177 Million Related Party Transaction Proposal at EGM

3 min read     Updated on 03 Apr 2026, 02:54 PM
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Linde India Limited's extraordinary general meeting on March 5, 2026, saw shareholders overwhelmingly reject a proposal for ₹4,177 million worth of related party transactions with Praxair India Private Limited for FY 2025-26. Despite management's justification citing operational necessity and arm's length pricing, 89.24% of votes were cast against the resolution. The proposal arose from ongoing SEBI litigation regarding materiality thresholds for related party transactions, with the company seeking approval as a precautionary measure to continue critical supply obligations.

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Linde India Limited held an extraordinary general meeting (EGM) on March 5, 2026, where shareholders decisively rejected a proposal to approve material related party transactions worth ₹4,177 million with Praxair India Private Limited for the financial year 2025-26.

Meeting Overview and Attendance

The EGM was conducted through video conference at 11:30 AM IST, with 45 members participating, including The BOC Group Limited, U.K., which holds 63,963,167 equity shares representing 75% of the company's paid-up share capital. The meeting was chaired by Mr. Michael James Devine, Non-Executive Chairman, participating from Germany.

Role Name Location
Chairman Mr. Michael James Devine Germany
Managing Director Mr. Milan Sadhukhan Bengaluru
Independent Director Mr. Subba Rao Amarthaluru Andhra Pradesh
Independent Director Mr. Gobichettipalayam Sreenivasan Krishnan Bengaluru
Independent Director Dr. Shalini Sarin Philippines
Non-Executive Director Ms. Mannu Sangganeria Singapore
Interim CFO Mr. Ajay Kumar Sah Bengaluru
Company Secretary Mr. Amit Dhanuka Kolkata

Background of the Proposal

The Chairman explained that the proposal arose from ongoing litigation between SEBI and the company. The Securities Appellate Tribunal (SAT) had dismissed the company's appeal on December 5, 2025, against SEBI's order dated July 24, 2024. While the company subsequently filed an appeal before the Supreme Court on December 16, 2025, which was admitted on January 16, 2026, no stay was granted regarding the materiality threshold for related party transactions.

Transaction Details and Rationale

The proposed resolution sought approval for related party transactions with Praxair India Private Limited, a wholly owned subsidiary of the Linde Plc Group, covering:

  • Purchase and sale of goods and services
  • Critical spares and equipment procurement
  • Bulk gases and cylinder transactions
  • Fixed asset purchases and sales
  • Personnel cost recovery
  • Construction and engineering contracts
  • Transport Operating Centre services
Parameter Details
Related Party Praxair India Private Limited
Aggregate RPT Value FY 2025-26 ₹4,177 million
10% of Annual Consolidated Turnover FY 2024-25 ₹2,485 million
Current RPT as % of Revenue 16% (anticipated for FY 2025-26)
Historical RPT Reduction From 27.90% (FY 2021) to 15.76% (FY 2025)

Chairman's Justification

The Chairman emphasized that the company's RPT value with Praxair India had exceeded 10% of the prior year's turnover in the quarter ended December 2025. He argued that maintaining existing supply arrangements was critical to avoid disrupting customer operations and potentially impacting emergency medical procedures across India. The Chairman noted that alternative sourcing would present immediate logistical challenges and adversely affect short-term performance.

Key operational points highlighted included:

  • All transactions conducted at arm's length pricing with profit margins consistent with third-party sales
  • Average margin on RPT transactions with Praxair India exceeding 30%
  • Company's overall operating margin improved from 16.2% in FY 2020 to 24.9% in FY 2025
  • Capacity utilization increased by 7% in 2025 compared to 2021 despite 15% incremental merchant capacity addition

Voting Results and Outcome

The resolution faced overwhelming rejection from shareholders despite the management's detailed justification.

Voting Details Numbers
Total Shares Held 85,284,223
Votes Polled 14,679,834
Polling Percentage 17.21%
Votes in Favour 1,579,994 (10.76%)
Votes Against 13,099,840 (89.24%)
Result Not Passed

Notably, pursuant to regulatory provisions, related parties including The BOC Group Ltd., U.K. did not vote on the resolution to avoid conflict of interest.

Shareholder Participation

Nine registered speakers participated in the Q&A session, including Mr. Manish Jain, Mr. Mohan Krishnaswamy, Mr. Dhanraj Jain, Mr. Aspi Bamanshaw Bhesania, Mr. Bimal Krishna Sarkar, Mr. Amit Ashok Gadgil, Mr. Amit Kumar Banerjee, Mr. Rushabh Jigen Sharedalal, and Mr. Sujan Modak. The Managing Director Mr. Milan Sadhukhan responded to questions raised by shareholders during the meeting.

The meeting concluded at 1:03 PM IST, with voting results declared the same day following the scrutinizer's report by Mr. P K Sarawagi of M/s. P Sarawagi & Associates, Company Secretaries. The rejection represents a significant setback for the company's operational plans and highlights shareholder concerns regarding the scale of related party transactions despite management's assurances of arm's length pricing and operational necessity.

Historical Stock Returns for Linde

1 Day5 Days1 Month6 Months1 Year5 Years
+4.21%-0.82%+8.42%+16.44%+17.54%+302.35%

How will Linde India restructure its supply chain operations to reduce dependency on Praxair India below the 10% materiality threshold?

What impact could the Supreme Court's final decision on the SEBI appeal have on related party transaction regulations across Indian corporations?

Will Linde India need to seek alternative suppliers or consider vertical integration to maintain operational continuity without shareholder approval?

Linde India Limited Issues Official Notice for IEPF Share Transfer Due to Unclaimed Dividends

2 min read     Updated on 27 Mar 2026, 11:35 PM
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Linde India Limited has issued comprehensive notices to shareholders about the impending transfer of shares to the IEPF Authority for unclaimed dividends spanning from 2018 to 2024-25. The company published official notices in Business Standard and Aajkaal newspapers on March 27, 2026, and sent individual notices to affected shareholders on March 23, 2026. Shareholders must submit their claims by June 5, 2026, with specific documentation requirements for demat and physical shareholders to prevent automatic transfer of their shares to the IEPF Authority.

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Linde India Limited has issued a comprehensive notice to its shareholders regarding the impending transfer of unclaimed shares to the Investor Education and Protection Fund (IEPF) Authority. This regulatory action stems from provisions under Section 124(6) of the Companies Act, 2013, and the IEPF Rules, 2016, which mandate the transfer of shares where dividends remain unclaimed for seven consecutive years.

Official Notice Publication

The company has formally published the notice in Business Standard (English) - Kolkata edition and Aajkaal (Bengali) - Kolkata edition on March 27, 2026. This publication fulfills the requirements under Section 124(6) of the Companies Act, 2013 and Rule 6(3)(a) of the Investor Education and Protection Fund Authority Rules, 2016. The notice was signed by Company Secretary Amit Dhanuka and addresses shareholders whose dividends have remained unpaid from 2018 through 2024-25.

Regulatory Compliance and Timeline

The company has formally notified both the National Stock Exchange of India Limited and BSE Limited about this compliance measure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Individual notices were sent to affected shareholders on March 23, 2026, providing details of shares liable for transfer to the IEPF Authority.

Affected Dividend Periods

The notice specifically covers dividends that have remained unclaimed across multiple financial years. The affected periods span from the 64th dividend declared for the financial year ending December 31, 2018, through the 70th dividend for the financial year ending March 31, 2025.

Financial Year: Dividend Number: Declaration Date:
December 31, 2018 64th Dividend May 22, 2019
December 31, 2019 65th Dividend September 25, 2020
December 31, 2020 66th Dividend June 29, 2021
December 31, 2021 67th Dividend June 28, 2022
March 31, 2023 68th Dividend August 24, 2023
March 31, 2024 69th Dividend August 17, 2024
March 31, 2025 70th Dividend August 21, 2025

Action Required from Shareholders

Shareholders must submit their claims for unpaid dividends by June 5, 2026, to prevent the transfer of their shares to the IEPF Authority. The company has specified different documentation requirements based on the form of shareholding:

For Demat Shareholders:

  • Copy of Client Master List (CML) showing name, address, Demat and bank account details

For Physical Shareholders:

  • Duly filled and signed Forms ISR-1, ISR-2, ISR-3 or SH-13
  • Self-attested copy of PAN Card
  • Self-attested copy of Aadhar Card for address verification
  • Original cancelled cheque leaf bearing the first holder's name

Submission Process and Consequences

Shareholders can submit their documentation via email to investor.relations.in@linde.com , followed by physical documents to either the company's registered office at Oxygen House, P-43, Taratala Road, Kolkata – 700088, or to the registrars KFin Technologies Limited at Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Hyderabad – 500032.

Failure to submit complete documentation by the specified deadline will result in automatic transfer of shares to the IEPF Authority without further notice. Additionally, all future benefits accruing on such shares will also be transferred to the IEPF Authority. For physical shareholders, the company will issue new share certificates for the transfer process, rendering original certificates non-negotiable.

Additional Resources

The company has made detailed information available on its website at www.lindeindia.in , including unpaid dividend details and necessary forms. Shareholders can also access IEPF Rules, Form IEPF-5, and instructions for claiming back transferred shares from both the company's website and the IEPF website at www.iepf.gov.in .

Historical Stock Returns for Linde

1 Day5 Days1 Month6 Months1 Year5 Years
+4.21%-0.82%+8.42%+16.44%+17.54%+302.35%

How might this IEPF transfer process impact Linde India's shareholder base composition and voting dynamics in future corporate decisions?

What measures could Linde India implement to improve dividend claim rates and reduce future IEPF transfers?

Will the transfer of unclaimed shares to IEPF Authority affect Linde India's market capitalization or trading liquidity?

More News on Linde

1 Year Returns:+17.54%