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Linde India MD, chairman, board of directors and AGM

NSE: LINDEINDIABSE: 523457Chemicals & PetrochemicalsMid Cap

Formerly BOC India
Last close ₹5,723.50down ₹177.00 (3.00%)BSE ₹5,723.55

Share price at the NSE close on 23 Oct 2026. Previous close ₹5,900.50.

52-week range of traded prices to 23 Oct 2026
₹5,662.00Low, 23 Oct 2026₹8,049.00High, 7 May 2026
Market cap
₹48,812 Cr178th largest listed
P/E
89.3
P/B
11.4
Dividend yield
0.21%
ROE
13.5%
ROCE
15.7%
Debt to equity
0.00
Volume, NSE
28,47053.4% delivered

Linde India board of directors

At the end of the quarter to Sep 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • ChairpersonMichael James Devine
  • Managing directorMilan Sadhukhan
  • Company Secretary and Compliance OfficerAmit Dhanuka

6 directors3 independent1 executive2 non-executive

  • Michael James Devine · ChairpersonNon-executive · joined Feb 2023 · reappointed Feb 2023 · 1 listed board · 1 committee seat
  • Milan Sadhukhan · Managing directorExecutive · joined Jan 2026 · reappointed Jan 2026 · 1 listed board · 1 committee seat
  • Shalini SarinIndependent · joined Jul 2018 · reappointed Jul 2023 · 98 months as independent · 6 listed boards · 6 as independent · 4 committee seats, 1 as chair
  • Subba Rao AmarthaluruIndependent · joined Sep 2024 · reappointed Sep 2024 · 24 months as independent · 3 listed boards · 3 as independent · 8 committee seats, 4 as chair
  • Gobichettipalayam Sreenivasan KrishnanIndependent · joined Sep 2024 · reappointed Sep 2024 · 24 months as independent · 1 listed board · 1 as independent · 1 committee seat
  • Mannu SangganeriaNon-executive · joined Jul 2021 · reappointed Jul 2021 · 1 listed board

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

3 directors who left
  • Abhijit Banerjee, left 1 Jan 2026: Others
  • Arun Balakrishnan, left 1 Oct 2024: Tenure Completion
  • Jyotin Kantilal Mehta, left 1 Oct 2024: Tenure Completion

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 10 Aug 20266 of 6 present3 independent · 71 days in between
    • 30 May 20266 of 6 present3 independent

  • Audit Committee

    Chair Subba Rao Amarthaluru

    Gobichettipalayam Sreenivasan Krishnan, Shalini Sarin, Michael James Devine

    • 10 Aug 20264 of 4 present3 independent · 72 days in between
    • 29 May 20264 of 4 present3 independent

  • Nomination and remuneration committee

    Chair Gobichettipalayam Sreenivasan Krishnan

    Shalini Sarin, Michael James Devine

    • 11 Aug 20262 of 3 present2 independent · no day in between
    • 29 May 20263 of 3 present2 independent

  • Stakeholders Relationship Committee

    Chair Shalini Sarin

    Subba Rao Amarthaluru, Milan Sadhukhan

    • 29 May 20263 of 3 present2 independent

  • Risk Management Committee

    Chair Subba Rao Amarthaluru

    Gobichettipalayam Sreenivasan Krishnan, Milan Sadhukhan

    • 29 May 20263 of 3 present2 independent

  • Corporate Social Responsibility Committee

    Chair Shalini Sarin

    Gobichettipalayam Sreenivasan Krishnan, Milan Sadhukhan

    • 10 Aug 20263 of 3 present2 independent
    • 29 May 20263 of 3 present2 independent

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Mar 2026.

  • Price Waterhouse & Co Chartered Accountants LLPPeer-review certificate valid to Nov 2026
1 earlier auditor
  • Price Waterhouse and Co Chartered Accountants LLPNamed in the filing for the quarter to Mar 2025

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

Linde India AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Linde India dividend history

Annual general meeting, 13 Aug 2026

65,763 shareholders on the register on 6 Aug 2026; present: 1 promoter and 72 others; votes counted by P K SARAWAGI / P. SARAWAGI & ASSOCIATES.The company's voting result (opens in a new tab)

  1. Adoption of Audited Standalone and Consolidated Financial Statements and Reports thereon for the financial year ended 31 March 2026
    Ordinary
    91.29% for8.71% against

    Against: promoters 0.00% · institutions 89.91% · other public 0.71%

    Turnout: all 83.48% · promoters 100.00% · institutions 91.60% · other public 2.43%

  2. Declaration of Dividend for the financial year ended 31 March 2026
    Ordinary
    97.42% for2.58% against

    Against: promoters 0.00% · institutions 26.59% · other public 0.42%

    Turnout: all 83.48% · promoters 100.00% · institutions 91.60% · other public 2.43%

  3. Re-appointment of Director retiring by rotation - Mr Michael James Devine
    Ordinary
    92.13% for7.87% against

    Against: promoters 0.00% · institutions 77.64% · other public 73.52%

    Turnout: all 83.48% · promoters 100.00% · institutions 91.60% · other public 2.43%

  4. Ratification of remuneration of Mani and Co., Cost Auditors for the financial year ending on 31 March 2027
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.86%

    Turnout: all 83.48% · promoters 100.00% · institutions 91.60% · other public 2.43%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Extraordinary general meeting, 5 Mar 2026, 1 resolution

66,184 shareholders on the register on 26 Feb 2026; present: 1 promoter and 44 others; votes counted by P K Sarawagi / P Sarawagi & Associates.The company's voting result (opens in a new tab)

  1. Approval of the material related party transaction(s) entered/to be entered into by the Company during financial year 2025-26
    OrdinaryNot passedPromoters have an interest in it
    10.76% for89.24% against

    Against: promoters 0.00% · institutions 77.46% · other public 99.94%

    Turnout: all 17.21% · promoters 0.00% · institutions 91.75% · other public 56.12%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 13 Feb 2026, 1 resolution

68,621 shareholders on the register on 2 Jan 2026; votes counted by P K Sarawagi / P Sarawagi & Associates.The company's voting result (opens in a new tab)

  1. Appointment of Mr Milan Sadhukhan (DIN: 03082335) as Director and Managing Director of the Company for a term of three years with effect from 1 January 2026
    Special
    95.85% for4.15% against

    Against: promoters 0.00% · institutions 42.24% · other public 1.00%

    Turnout: all 84.08% · promoters 100.00% · institutions 91.68% · other public 5.26%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 14 Aug 2025, 6 resolutions

70,269 shareholders on the register on 7 Aug 2025; present: 1 promoter and 74 others; votes counted by P. K. SARAWAGI / P. SARAWAGI & ASSOCIATES.The company's voting result (opens in a new tab)

  1. Adoption of the Audited Standalone Financial Statements of the Company and Reports thereon for the financial year ended 31 March 2025
    Ordinary
    92.19% for7.81% against

    Against: promoters 0.00% · institutions 79.52% · other public 0.08%

    Turnout: all 84.12% · promoters 100.00% · institutions 90.46% · other public 5.43%

  2. Declaration of Dividend for the financial year ended 31 March 2025
    Ordinary
    94.43% for5.57% against

    Against: promoters 0.00% · institutions 56.66% · other public 0.06%

    Turnout: all 84.12% · promoters 100.00% · institutions 90.47% · other public 5.43%

  3. Re-appointment of Director retiring by rotation-Ms Mannu Sangganeria
    Ordinary
    94.28% for5.72% against

    Against: promoters 0.00% · institutions 58.15% · other public 0.69%

    Turnout: all 84.12% · promoters 100.00% · institutions 90.46% · other public 5.42%

  4. Appointment of M/s P. Sarawagi & Associates, Company Secretaries, as the Secretarial Auditor of the Company
    Ordinary
    98.51% for1.49% against

    Against: promoters 0.00% · institutions 5.87% · other public 88.86%

    Turnout: all 84.12% · promoters 100.00% · institutions 90.45% · other public 5.43%

  5. Approval for re-appointment of Mr Abhijit Banerjee as the Managing Director of the Company
    Special
    94.14% for5.86% against

    Against: promoters 0.00% · institutions 59.65% · other public 0.06%

    Turnout: all 84.12% · promoters 100.00% · institutions 90.46% · other public 5.43%

  6. Ratification of remuneration of M/s Mani & Co., Cost Auditors of the Company for the financial year ending on 31 March 2026
    Ordinary
    99.42% for0.58% against

    Against: promoters 0.00% · institutions 5.84% · other public 0.32%

    Turnout: all 84.12% · promoters 100.00% · institutions 90.46% · other public 5.43%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 29 Oct 2024, 2 resolutions

The company's voting result (opens in a new tab)

  1. Appointment of Mr Subba Rao Amarthaluru (DIN: 00082313) as a Non-Executive Independent Director of the Company
    Special
    100.00% for0.01% against

    Against: promoters 0.00% · institutions 0.01% · other public 7.88%

    Turnout: all 83.28% · promoters 100.00% · institutions 88.45% · other public 0.30%

  2. Appointment of Mr Gobichettipalayam Sreenivasan Krishnan (DIN: 00229417) as a Non-Executive Independent Director of the Company
    Special
    100.00% for0.01% against

    Against: promoters 0.00% · institutions 0.01% · other public 7.89%

    Turnout: all 83.28% · promoters 100.00% · institutions 88.45% · other public 0.30%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 12 Aug 2024, 5 resolutions

Present: 1 promoter and 80 others.The company's voting result (opens in a new tab)

  1. Adoption of Audited Standalone and Consolidated Financial Statements and Reports thereon for the financial year ended 31 March 2024
    Ordinary
    90.46% for9.54% against

    Against: promoters 0.00% · institutions 96.11% · other public 3.80%

    Turnout: all 84.38% · promoters 100.00% · institutions 86.26% · other public 6.84%

  2. Declaration of Dividend for the year ended 31 March 2024
    Ordinary
    99.19% for0.81% against

    Against: promoters 0.00% · institutions 8.21% · other public 0.04%

    Turnout: all 84.38% · promoters 100.00% · institutions 86.26% · other public 6.84%

  3. Re-appointment of Director liable to retire by rotation- Mr. Michael James Devine
    Ordinary
    90.84% for9.16% against

    Against: promoters 0.00% · institutions 80.74% · other public 95.22%

    Turnout: all 84.38% · promoters 100.00% · institutions 86.26% · other public 6.84%

  4. Approval for payment of commission to Non-Executive Independent Directors of the Company
    Ordinary
    99.04% for0.96% against

    Against: promoters 0.00% · institutions 0.02% · other public 76.99%

    Turnout: all 84.38% · promoters 100.00% · institutions 86.26% · other public 6.84%

  5. Ratification of remuneration of M/s. Mani & Co., Cost Auditors, for the year ending on 31 March 2025
    Ordinary
    99.94% for0.06% against

    Against: promoters 0.00% · institutions 0.17% · other public 3.81%

    Turnout: all 84.38% · promoters 100.00% · institutions 86.26% · other public 6.84%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 17 Aug 2023, 6 resolutions

Present: 1 promoter and 80 others.The company's voting result (opens in a new tab)

  1. Adoption of Audited Financial Statements of the Company (both Standalone and Consolidated) for the 15 months period ended 31st March, 2023, together with Reports of the Board of Directors and the Auditors thereon.MoreLess
    Ordinary
    99.81% for0.19% against

    Against: promoters 0.00% · institutions 0.40% · other public 10.03%

    Turnout: all 85.26% · promoters 100.00% · institutions 84.76% · other public 8.61%

  2. Declaration of Dividend of Rs.12/- per equity share for the 15 months period ended 31st March, 2023.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.06%

    Turnout: all 85.27% · promoters 100.00% · institutions 84.83% · other public 8.61%

  3. Re-appointment of Ms. Mannu Sanganeria (DIN: 09243027), as a Director of the Company, liable to retire by rotation.
    Ordinary
    94.29% for5.71% against

    Against: promoters 0.00% · institutions 40.72% · other public 96.40%

    Turnout: all 85.26% · promoters 100.00% · institutions 84.79% · other public 8.61%

  4. Re-appointment of Dr Shalini Sarin (DIN: 06604529), as an Independent Director of the Company for a second term of 5 consecutive years w.e.f. 10th July, 2023.
    Special
    92.75% for7.25% against

    Against: promoters 0.00% · institutions 55.27% · other public 96.40%

    Turnout: all 85.26% · promoters 100.00% · institutions 84.79% · other public 8.61%

  5. Revision in Audit Fee of M/s. Price rice Waterhouse & Co. Chartered Accountants LLP (Firm Regn. No. 304026E/E300009), Statutory Auditors of the Company, for the 15 months period ended 31st March, 2023.MoreLess
    Ordinary
    98.63% for1.37% against

    Against: promoters 0.00% · institutions 0.58% · other public 90.45%

    Turnout: all 85.26% · promoters 100.00% · institutions 84.79% · other public 8.61%

  6. Ratification of revision in remuneration payable to the Cost Auditors of the Company, M/s. Mani & Co., Cost Accountants, for the 15 months period ended 31st March, 2023 and ratification of remuneration payable to them towards Cost Audit of the Company for the financial year ending 31st March, 2024.MoreLess
    Ordinary
    99.91% for0.09% against

    Against: promoters 0.00% · institutions 0.00% · other public 6.51%

    Turnout: all 85.26% · promoters 100.00% · institutions 84.79% · other public 8.61%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 25 Apr 2023, 1 resolution

The company's voting result (opens in a new tab)

  1. Appointment of Mr Michael James Devine (DIN: 10042702) as a Non-Executive Director of the Company
    Ordinary
    93.48% for6.52% against

    Against: promoters 0.00% · institutions 57.52% · other public 0.04%

    Turnout: all 85.89% · promoters 100.00% · institutions 90.16% · other public 8.17%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 13 Aug 2026, 11 fund houses so far (houses' deadline to file 15 Oct 2026)

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of Audited Standalone and Consolidated Financial Statements and Reports thereon for the financial year ended 31 March 2026
    Against Angel One Mutual Fund, Bajaj Finserv Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund
    • Angel One Mutual FundGovernance Concern: Management has not provided satisfactory response to the qualification raised by the Auditors.
    • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval to receive, consider and adopt the audited standalone and consolidated financial statements for the financial year ended 31 March 2026, together with the reports of the Board of Directors and the Statutory Auditors thereon. The statutory auditors, Price Waterhouse & Co Chartered Accountants LLP, have reported qualifications in both the standalone and consolidated financial statements. The qualifications arise in relation to significant ongoing regulatory and legal proceedings concerning the treatment of related party transactions and the interpretation of materiality thresholds under the SEBI Listing Regulations. The auditors have highlighted that there are significant uncertainties associated with the outcome of these proceedings and that the impact if any on the financial statements is presently not determinable. The financial statements are linked to a long-standing dispute concerning the aggregation of related party transactions for determining materiality. SEBI had concluded that materiality thresholds should be tested on the aggregate value of transactions undertaken with a related party during a financial year. This regulatory view was subsequently upheld by the Securities Appellate Tribunal. Although the company has challenged the matter before the Supreme Court and the matter remains sub judice, the final outcome is yet to be determined. Further, a shareholder proposal seeking approval for related party transactions in line with the regulator's interpretation was placed before shareholders at an Extraordinary General Meeting in March 2026 and was rejected. The existence of unresolved regulatory proceedings and the absence of certainty regarding the resulting financial implications create concerns from a shareholder perspective. An additional concern relates to the valuation of business foregone and received pursuant to the business allocation arrangements between the company and a related entity under a joint venture and shareholders' agreement. SEBI directed that an independent valuation be carried out to assess the value associated with geographic and product allocation arrangements. A registered valuer's report has since been received and the company has filed an interlocutory application before the Supreme Court seeking a stay on actions arising from that report. As a consequence, the implications flowing from the valuation exercise and the related regulatory actions remain uncertain. The auditors have specifically noted that the consequences of these matters cannot presently be determined, thereby limiting shareholders' ability to fully assess the financial impact on the company. While the financial statements reflect healthy operational and financial performance, including standalone revenue of ₹2,530.64 crore, standalone net profit of ₹550.87 crore and a debt-free balance sheet, the primary concern is not the operating performance but the unresolved qualifications and uncertainties surrounding regulatory compliance and related party transaction treatment. The company has also disclosed contingent liabilities of ₹75.10 crore; however, the financial implications of the ongoing proceedings have not been quantified due to the indeterminate nature of the matter. This leaves shareholders without a clear understanding of the potential impact on the company's financial position should the final regulatory and judicial outcomes be adverse. The auditors have further drawn attention to the continuing legal process involving the SEBI order, the subsequent appellate proceedings, and the valuation exercise. Although the auditors have not modified their opinion with respect to the emphasis of matter, the qualifications relating to the treatment of related party transactions remain unresolved. The company has maintained its interpretation of the applicable regulations, but the explanations provided do not eliminate the uncertainty arising from the existing regulatory findings, pending judicial proceedings, and potential consequences that may arise thereafter. In such circumstances, shareholders must evaluate the financial statements while recognising that material matters affecting compliance and governance remain unsettled. Given the qualified financial statements, the unresolved regulatory proceedings relating to related party transactions, the pending outcome of the valuation exercise and the inability to determine the potential financial consequences arising from these matters, significant governance and transparency concerns remain. Accordingly, we do not find adequate comfort to support adoption of the financial statements in their current form. With concerns identified regarding the qualified financial statements, unresolved regulatory proceedings and indeterminable financial implications, we are voting against the resolution.
    • DSP Mutual Fund, Jio BlackRock Mutual FundThe auditors have qualified the financial statements citing uncertainties with respect to the outcome of ongoing regulatory and legal proceedings relating to the company’s interpretation of materiality thresholds for related party transactions under SEBI LODR. The company had applied the 10% materiality threshold to each contract with a related party, rather than aggregating all transactions with the related party during the financial year. SEBI, through its order dated 24 July 2024, concluded that the threshold must be applied on an aggregate basis; this interpretation has also been upheld by the Securities Appellate Tribunal through its order dated 5 December 2025. The company has filed an appeal before the Supreme Court of India, which has been admitted and the final outcome is awaited. Subsequent to the SAT order, the company sought shareholder approval for the related party transactions in line with SEBI’s interpretation at the EGM held on 5 March 2026. However, shareholders did not approve the proposal. This reiterates continuing minority shareholder concerns regarding the company’s related party transaction practices and the board’s approach to shareholder approvals. The auditors have also raised an emphasis of matter with respect to the valuation of the ‘business foregone and received’, including by way of geographic allocation, under the Joint Venture and Shareholders Agreement between Linde India Limited and Praxair India Private Limited, a fellow subsidiary. The valuation exercise was directed by SEBI in its July 2024 order and has also been upheld by SAT. SEBI had observed that the business allocation arrangement between Linde India and Praxair India Private Limited effectively alters the distribution of business opportunities between related parties and presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of public shareholders. The company has received the registered valuer’s report dated 16 March 2026 and has filed an Interlocutory Application before the Supreme Court seeking a stay on any action arising from the report. Given the continuing regulatory and legal proceedings, the rejection of shareholder approval at the EGM, and the significant uncertainties associated with the outcome of the valuation and its implications on the financial statements, we do not support the resolution. We note the auditors have highlighted certain issues related to the audit trail feature in the accounting software.
    • Edelweiss Mutual Fund, Navi Mutual FundQualified financial statements. Governance Concern: Management has not provided satisfactory response to the qualification raised by the Auditors.
    • ICICI Prudential Mutual FundAuditors qualified the financial statements due to ongoing legal and regulatory uncertainties regarding the company's interpretation of materiality thresholds for related party transactions (RPTs), where their individual contract application was rejected by SEBI and SAT in favour of an aggregate view, a decision now before the Supreme Court, and further compounded by shareholders rejecting RPT approvals at an EGM. Additionally, auditors emphasized the valuation of "business foregone and received" under a Joint Venture agreement between Linde India and Praxair India, mandated by SEBI and upheld by SAT due to potential risks to Linde India's growth, with a Supreme Court stay sought on the valuation report. Given these significant regulatory and legal proceedings, the rejection of shareholder approval, and the valuation implications, the AMC has voted against this resolutions.
    4 for7 against
  • Declaration of Dividend for the financial year ended 31 March 2026
    Against Angel One Mutual Fund, Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund
    • Angel One Mutual FundGovernance Concern: as the accounts are Qualified and recommended AGAINST and dividend is appropriation of accounts which can only be done after approval.
    • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval to declare a dividend of 120% (₹12 per equity share of face value ₹10 each) for the financial year ended 31 March 2026, comprising a regular dividend of ₹4 per share and a special dividend of ₹8 per share. The proposed dividend would result in an estimated cash outflow of approximately ₹102.34 crore. Based on the company’s reported financial position, it has sufficient liquidity and resources to support the proposed dividend payment. The company reported standalone net profit of ₹550.87 crore during FY2025-26 and remains debt free, which indicates an adequate financial capacity to fund the proposed payout. The dividend proposal reflects the company’s continued profitability and strong balance sheet position. The payout represents a distribution of a portion of the earnings generated during the year while allowing the company to retain substantial profits for future operations and growth. Historical dividend payments indicate a consistent distribution record, with the company having declared the same dividend amount of ₹12 per share during the preceding years as well. The proposed dividend translates into a payout ratio that remains supported by the company’s earnings performance and does not appear excessive from a financial sustainability perspective. However, the dividend proposal cannot be viewed in isolation from the financial statements out of which the dividend is being declared. The statutory auditors have issued qualifications in both the standalone and consolidated financial statements relating to ongoing regulatory and legal proceedings concerning related party transaction compliance and the interpretation of materiality thresholds under applicable regulations. The auditors have noted that the consequences of these matters and their financial implications are presently not determinable. Consequently, uncertainty remains regarding the final impact of these proceedings on the company’s reported financial position and financial statements for the year under review. The unresolved issues stem from disputes relating to the aggregation of related party transactions, as well as matters associated with business allocation arrangements and the related valuation exercise directed by the regulator. These proceedings remain subject to judicial review and final adjudication. The auditors have specifically highlighted that significant uncertainties continue to exist and that the probable consequences arising from these matters cannot presently be quantified. While there is no immediate concern regarding the company’s cash position or its ability to pay the proposed dividend, the appropriateness of distributing profits must ultimately be assessed in the context of the underlying financial statements. Since the financial statements continue to be affected by qualified audit opinions and unresolved regulatory proceedings, uncertainty remains regarding the completeness and finality of the financial information forming the basis of the proposed distribution. In such circumstances, approval of the dividend becomes closely linked to the concerns identified in relation to the adoption of the financial statements. Considering the qualified financial statements, the unresolved regulatory and legal proceedings and the indeterminable impact that these matters may have on the company’s financial position, we do not have sufficient comfort to support the proposed appropriation of profits through dividend distribution at this stage. With concerns identified regarding the qualified financial statements and unresolved regulatory proceedings forming the basis for the proposed dividend declaration, we are voting against the resolution.
    • Edelweiss Mutual Fund, Navi Mutual FundSufficient funds available. No issues on payment of dividend as an independent resolution. Governance Concern: as the accounts are Qualified and recommended AGAINST and dividend is appropriation of accounts which can only be done after approval.
    4 for4 against
  • Re-appointment of Director retiring by rotation - Mr Michael James Devine
    Against Angel One Mutual Fund, Bajaj Finserv Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Navi Mutual Fund
    • Angel One Mutual FundGovernance Concern: Material governance issues identified in the Company and the Director is Board Chairperson and also member of Audit committee.
    • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for the re-appointment of Michael James Devine as a director liable to retire by rotation. He has been associated with the company since February 2023 and currently serves as the Chairperson of the Board and a member of both the Audit Committee and the Nomination and Remuneration Committee. He also holds the position of Chief Transactions Counsel for Linde PLC and possesses extensive experience in legal, strategic management, mergers and acquisitions and corporate transactions. The disclosures indicate that he has maintained satisfactory attendance at Board, committee and shareholder meetings and no concerns have been identified regarding his time commitments, directorships, qualifications or experience. The company has confirmed that the proposed re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. The director does not hold any shares in the company and no inter-se relationship with other directors or key managerial personnel has been disclosed. Further, his directorship positions remain well within the statutory limits prescribed under law. His attendance record during FY2025-26 and over the last three years demonstrates active participation in the affairs of the company, reflecting an adequate level of engagement with board and committee responsibilities. However, while the profile, qualifications and attendance record of the director appear satisfactory, shareholders should consider the broader governance environment in which the re-appointment is being sought. The company continues to face unresolved regulatory and legal proceedings relating to the treatment of related party transactions and the interpretation of materiality thresholds under the SEBI Listing Regulations. These matters have resulted in qualifications being raised by the statutory auditors in both the standalone and consolidated financial statements for FY2025-26. The auditors have noted that the implications arising from these proceedings remain uncertain and presently indeterminable. As Chairperson of the Board and a member of the Audit Committee, Michael James Devine occupies key oversight positions responsible for monitoring governance standards, regulatory compliance and financial reporting integrity. The issues identified by the regulators and auditors relate directly to governance oversight, compliance processes and related party transaction monitoring. The matter involves SEBI's observations regarding aggregation of related party transactions and concerns surrounding business allocation arrangements involving a related entity. These issues have progressed through multiple regulatory and judicial forums and continue to remain unresolved. The director's professional expertise is primarily in legal and transactional matters, including his role within the global group structure. Given this background and his leadership position on the Board, shareholders may reasonably expect a high standard of oversight with respect to legal compliance, governance processes and regulatory matters. The continuation of significant governance concerns, coupled with qualified financial statements and ongoing proceedings before the Supreme Court, raises questions regarding the effectiveness of oversight exercised by the Board and its committees in relation to these matters. While there are no concerns regarding the individual’s experience, commitment or participation, the unresolved governance and compliance issues identified at the company level remain material. Considering his position as Board Chairperson and Audit Committee member during a period in which significant regulatory and governance concerns have persisted, we believe accountability for these matters should be considered by shareholders when evaluating the proposed re-appointment. With concerns identified regarding continuing governance and compliance issues at the company and the director's oversight responsibilities as Board Chairperson and Audit Committee member, we are voting against the resolution.
    • DSP Mutual Fund, Jio BlackRock Mutual FundMichael James Devine, 57, is the Chairperson and Non-Executive Non-Independent Director. He is Vice President Legal – EMEA and APAC. He also serves as the Chief Transactions Counsel for Linde PLC. He has been on the board since 15 February 2023. He attended five out of six (83%) board meetings held in FY26 and all five (100%) board meetings held in FY25. He retires by rotation. Although his reappointment is in line with statutory requirements, we do not support the resolution. The board has failed to adequately address minority shareholder concerns on related party transactions and the business allocation arrangement with Praxair India Private Limited. The auditors have continued to qualify the FY26 financial statements, as the implications of SEBI’s findings on the company’s RPT framework remain uncertain. SEBI’s position has been upheld by SAT, and shareholders rejected the company’s proposal to approve the RPTs at the 5 March 2026 EGM. As a member of the Audit Committee, Michael James Devine shares oversight responsibility for the company’s financial reporting, related party transactions, and auditor observations. Given the continuing audit qualification, unresolved regulatory concerns, and shareholder rejection of the RPT proposal, we do not support the resolution.
    • Edelweiss Mutual Fund, LIC Mutual Fund, Navi Mutual FundRe-appointment compliant with law. Governance Concern: Material governance issues identified in the Company and the Director is Board Chairperson and also member of Audit committee.
    • ICICI Prudential Mutual FundThe board has failed to address minority shareholder concerns on related party transactions (RPTs). Auditors continue to qualify FY26 financials due to unresolved SEBI findings on RPTs, a stance upheld by SAT, and shareholders rejected RPT approval. As an Audit Committee member responsible for RPT oversight, Mr. Devine's reappointment is not supported given these ongoing issues. Given the aforesaid circu,stances the AMC has voted against the reappointment of Michael James Devine, 57, a Non-Executive Non-Independent Director and Chairperson.
    3 for8 against
  • Ratification of remuneration of Mani and Co., Cost Auditors for the financial year ending on 31 March 2027
    11 for0 against
2 proposals not matched to one resolution
  • 2) Declare dividend of Rs. 12.0 per share, including a final dividend of Rs. 4.0 per share and a special dividend of Rs. 8.0 per share, of face value Rs. 10.0 each for FY26
    1 for0 against
  • Declare dividend of Rs. 12.0 per share, including a final dividend of Rs. 4.0 per share and a special dividend of Rs. 8.0 per share, of face value Rs. 10.0 each for FY26
    2 for0 against

Mutual fund votes, meeting of 5 Mar 2026, 28 fund houses

  • Approval of the material related party transaction(s) entered/to be entered into by the Company during financial year 2025-26
    Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, SBI Mutual Fund, Tata Mutual Fund, Taurus Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Tata Mutual Fund, Taurus Mutual Fund, UTI Mutual FundLinde India has undertaken transactions aggregating Rs. 3.3 bn with Praxair for the nine months ended 31 December 2025. The value of these transactions has crossed the materiality thresholds. SAT dismissed the company’s appeal over the SEBI order, and the Supreme Court, having admitted the company’s appeal has not granted a stay. Therefore, the company is seeking shareholder approval for the related party transactions for FY26. The transactions are operational in nature. The company explained how arm’s length pricing was applied to sales but has not addressed purchases. The board must explain how it assessed purchase pricing. The need for these related party transactions has arisen for two reasons – a business divide created by the parent between Praxair and Linde India, and the failure to merge these two entities in India, notwithstanding the merger of Linde plc and Praxair Inc globally. At the 2021 AGM, the shareholders rejected the proposal to undertake related party transactions with Praxair: investors’ concerns with respect to the lack of merger and the forced division of business between the two companies remain unresolved. We raise concern that instead of addressing investors’ concerns, the board took a nuanced legal interpretation of the regulations and decided to continue with these transactions without shareholder approval. SEBI having passed significant strictures against the company for its practices in its July 2024 order, and its appeals not materializing before higher jurisdictions, has resulted in the company needing to seek shareholder approval. Linde India is yet to seek shareholder approval for related party transactions undertaken between 1 January 2021 and 31 March 2025. SEBI also directed the company to value the “business foregone and received” due to the diversion of business to Praxair due to the parent’s division. The company has yet to publish this estimate or explain how the board will address the lost opportunity. We therefore do not support the resolution. We also note that under its related party transaction policy, the material modification limit is upto 25% of the approved limit, which is considered relatively high.
    • Angel One Mutual FundGovernance concerns persist as the allocation of certain business opportunities to PIPL, which may have held significant value for LIL, remains subject to questions around fair valuation and compensation. Until adequate compensation to LIL is demonstrated, ongoing arrangements with PIPL may continue to carry governance sensitivities.
    • Axis Mutual FundLinde India has undertaken transactions aggregating Rs. 3.3 bn with Praxair for the nine months ended 31 December 2025. The value of these transactions has crossed the materiality thresholds. The company has explained how arm’s length pricing was applied to sales but has not addressed purchases. We therefore do not support the resolution.
    • Bajaj Finserv Mutual FundThe Company is seeking shareholders’ approval for material Related Party Transaction(s) (RPT) between the Company/LIL and Praxair India Pvt Ltd (PIPL), wholly owned fellow subsidiary, for FY 2025-26. In the current financial year, Company's RPT value with Praxair India has exceeded 10% of the prior year's turnover in the quarter ending December 2025/3Q FY 2025-26. Ongoing contracts obligate the Company to continue to provide critical supplies of both industrial and medical gases for the remainder of the financial year. Any abrupt discontinuation in supply would significantly disrupt customer operations and may potentially impact emergency medical procedures across India. Alternative sourcing or supply arrangements would present immediate logistical challenges and negatively affect Company performance in the short term. Therefore, we recommend maintaining existing RPT supply arrangements through the remainder of this fiscal year, with a review scheduled for the following year. Historically, demand increases during the March quarter; thus, surplus market capacities are also limited. The industrial gases sector is inherently regional, as products are sourced and delivered predominantly within specific areas. The transportation of cryogenic gases requires specialized vehicles, which are capital intensive and contribute substantially to operating expenses. Consequently, sourcing products locally where plants from Group company represents the most economic and effective approach to ensure timely, reliable service for customers. In this context, Linde India's Related Party Transactions (RPTs) are fundamental in supporting supply reliability and optimizing costs. However, the above proposal emanates from the ongoing dispute/complaint regarding business allocation between LIL and PIPL. While LIL maintains that business allocation is not transfer of resources, contention of minority shareholders and SEBI is that any impact on future cash flows would amount to transfer of resources. An asset or resource need not necessarily be a balance sheet item. A business vertical, customer base, or territorial presence can itself constitute an economic resource. Accordingly, discontinuing or foregoing a business, especially where it benefits a related party, may amount to a transfer of economic value. From this perspective, giving up a business segment or geography could reasonably be viewed as a transfer of opportunity and profit potential. We also raise concern that instead of addressing investors’ concerns, the board took a nuanced legal interpretation of the regulations and decided to continue with these transactions without shareholder approval. SEBI having passed significant strictures against the company for its practices in its July 2024 order, and its appeals not materializing before higher jurisdictions, has resulted in the company needing to seek shareholder approval. Linde India is yet to seek shareholder approval for related party transactions undertaken between 1 January 2021 and 31 March 2025. SEBI also directed the company to value the “business foregone and received” due to the diversion of business to Praxair due to the parent’s division. The company has yet to publish this estimate or explain how the board will address the lost opportunity. We therefore do not support the resolution. We also note that under its related party transaction policy, the material modification limit is up to 25% of the approved limit, which is considered relatively high. In light of the above, we are voting Against the Resolution.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundGovernance concern: The proposed RPTs are expected to commercially benefit both LIL and PIPL. From PIPL’s perspective, the proposed RPTs may support its ongoing business operations; however, it remains unclear whether such transactions also relate to or support businesses transferred to PIPL pursuant to the product and geographic allocation implemented under the JV arrangement. However, governance concerns continue to persist in either circumstance, as questions remain regarding the said allocation and opportunities to PIPL which may have represented significant value and future growth potential for LIL and, if transferred, ought to have been supported by an appropriate valuation and fair compensation mechanism. In the absence of demonstrated fair compensation to LIL for such product and geographic allocation, ongoing and proposed commercial arrangements with PIPL may continue to carry governance sensitivities, notwithstanding that individual transactions may be undertaken at arm’s length and in the ordinary course of business.
    • Baroda BNP Paribas Mutual FundTo safeguard minority interests and ensure true transparency, the company should prioritize a merger with Praxair India over the current practice of executing large-scale RPTs. A unified entity would resolve the long-pending integration of the group’s Indian operations, which has remained stalled despite the global consolidation
    • ICICI Prudential Mutual FundSAT dismissed the company’s appeal over the SEBI order, and the Supreme Court, having admitted the company’s appeal has not granted a stay. SEBI also directed the company to value the “business foregone and received” due to the diversion of business to Praxair due to the parent’s division. The company has yet to publish this estimate or explain how the board will address the lost opportunity, if any. In the absence of the same, we do not support the resolution
    • Kotak Mahindra Mutual FundLinde India has undertaken transactions aggregating Rs. 3.3 bn with Praxair for the nine months ended 31 December 2025. The value of these transactions has crossed the materiality thresholds. SAT dismissed the company s appeal over the SEBI order, and the Supreme Court, having admitted the company s appeal has not granted a stay. Therefore, the company is seeking shareholder approval for the related party transactions for FY26. The transactions are operational in nature. The company explained how arm s length pricing was applied to sales but has not addressed purchases. The board must explain how it assessed purchase pricing. The need for these related party transactions has arisen for two reasons a business divide created by the parent between Praxair and Linde India, and the failure to merge these two entities in India, notwithstanding the merger of Linde plc and Praxair Inc globally. At the 2021 AGM, the shareholders rejected the proposal to undertake related party transactions with Praxair: investors concerns with respect to the lack of merger and the forced division of business between the two companies remain unresolved. We raise concern that instead of addressing investors concerns, the board took a nuanced legal interpretation of the regulations and decided to continue with these transactions without shareholder approval. SEBI having passed significant strictures against the company for its practices in its July 2024 order, and its appeals not materializing before higher jurisdictions, has resulted in the company needing to seek shareholder approval. Linde India is yet to seek shareholder approval for related party transactions undertaken between 1 January 2021 and 31 March 2025. SEBI also directed the company to value the business foregone and received due to the diversion of business to Praxair due to the parent s division. The company has yet to publish this estimate or explain how the board will address the lost opportunity. We also note that under its related party transaction policy, the material modification limit is upto 25% of the approved limit, which is considered relatively high. We therefore do not support the resolution.
    • LIC Mutual FundGovernance concern: The proposed RPTs are expected to commercially benefit both LIL and PIPL. From PIPL s perspective, the proposed RPTs may support its ongoing business operations; however, it remains unclear whether such transactions also relate to or support businesses transferred to PIPL pursuant to the product and geographic allocation implemented under the JV arrangement. However, governance concerns continue to persist in either circumstance, as questions remain regarding the said allocation and opportunities to PIPL which may have represented significant value and future growth potential for LIL and, if transferred, ought to have been supported by an appropriate valuation and fair compensation mechanism. In the absence of demonstrated fair compensation to LIL for such product and geographic allocation, ongoing and proposed commercial arrangements with PIPL may continue to carry governance sensitivities, notwithstanding that individual transactions may be undertaken at arm s length and in the ordinary course of business.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Nippon India Mutual FundGovernance Concern: The proposed RPTs are expected to commercially benefit both LIL and PIPL.
    • quant Mutual FundRelated to the approval of material RPTs of Linde India Limited (LIL) with Praxair India Private Limited (PIPL) for an aggregate value of INR 4.177bn for FY26.Governance concern: The proposed RPTs are expected to commercially benefit both LIL and PIPL. From PIPL’s perspective, the proposed RPTs may support its ongoing business operations; however, it remains unclear whether such transactions also relate to or support businesses transferred to PIPL pursuant to the product and geographic allocation implemented under the JV arrangement. However, governance concerns continue to persist in either circumstance, as questions remain regarding the said allocation and opportunities to PIPL which may have represented significant value and future growth potential for LIL and, if transferred, ought to have been supported by an appropriate valuation and fair compensation mechanism. In the absence of demonstrated fair compensation to LIL for such product and geographic allocation, ongoing and proposed commercial arrangements with PIPL may continue to carry governance sensitivities, notwithstanding that individual transactions may be undertaken at arm’s length and in the ordinary course of business.
    • SBI Mutual FundLinde India has undertaken transactions aggregating Rs. 3.3 bn with Praxair for the nine months ended 31 December 2025. The value of these transactions has crossed the materiality thresholds. SAT dismissed the company’s appeal over the SEBI order, and the Supreme Court, having admitted the company’s appeal has not granted a stay. Therefore, the company is seeking shareholder approval for the related party transactions for FY26. The transactions are operational in nature.Though the company explained how arm’s length pricing was applied to sales but has not addressed purchases,the company does not explain how it assessed purchase pricing. At the 2021 AGM, the shareholders rejected the proposal to undertake related party transactions with Praxair: investors’ concerns with respect to the lack of merger and the forced division of business between the two companies remain unresolved. SEBI having passed significant strictures against the company for its practices in its July 2024 order. We also note that under its related party transaction policy, the material modification limit is upto 25% of the approved limit, which is considered relatively high. We therefore do not support the resolution.
    2 for26 against
6 earlier meetings

Mutual fund votes, meeting of 13 Feb 2026, 27 fund houses

  • Appointment of Mr Milan Sadhukhan (DIN: 03082335) as Director and Managing Director of the Company for a term of three years with effect from 1 January 2026
    Against Axis Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Taurus Mutual Fund, UTI Mutual Fund
    • Axis Mutual Fund, Bank of India Mutual FundMilan Sadhukhan, 50, is currently Head of Finance – ASEAN & South Asia at Linde plc. He has over 25 years of experience in various finance roles, including product management, investment controlling and supply-chain management. He holds a B. Com (Hons.) degree and is a qualified Chartered Accountant and Cost & Management Accountant. We estimate Milan Sadhukhan’s annual remuneration at Rs. 37.5 mn, excluding the fair value of stock options. His proposed remuneration terms include stock units of Linde PLC – the quantum / fair value of these are not disclosed for us to make an informed decision on his remuneration. The company must also disclose performance parameters that determine the variable pay. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reason for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised by SEBI. These matters are within the ambit of the top management responsibilities. We do not support the resolution.
    • Canara Robeco Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual Fund, UTI Mutual FundMilan Sadhukhan, 50, is currently Head of Finance – ASEAN & South Asia at Linde plc. He has over 25 years of experience in various finance roles, including product management, investment controlling and supply-chain management. He holds a B. Com (Hons.) degree and is a qualified Chartered Accountant and Cost & Management Accountant.We estimate Milan Sadhukhan’s annual remuneration at Rs. 37.5 mn, excluding the fair value of stock options. His proposed remuneration terms include stock units of Linde PLC – the quantum / fair value of these are not disclosed for us to make an informed decision on his remuneration. The company must also disclose performance parameters that determine the variable pay. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reason for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised by SEBI. These matters are within the ambit of the top management responsibilities. We do not support the resolution.
    • HDFC Mutual FundMilan Sadhukhan, 50, is currently Head of Finance – ASEAN & South Asia at Linde plc. He has over 25 years of experience in various finance roles, including product management, investment controlling and supply-chain management. He holds a B. Com (Hons.) degree and is a qualified Chartered Accountant and Cost & Management Accountant. We raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reason for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised by SEBI. These matters are within the ambit of the top management responsibilities. We do not support the resolution.
    • Invesco Mutual FundMilan Sadhukhan, 50, is currently Head of Finance – ASEAN & South Asia at Linde plc. He has over 25 years of experience in various finance roles, including product management, investment controlling and supply-chain management. He holds a B. Com (Hons.) degree and is a qualified Chartered Accountant and Cost & Management Accountant. We estimate Milan Sadhukhan’s annual remuneration at Rs. 37.5 mn, excluding the fair value of stock options. His proposed remuneration terms include stock units of Linde PLC – the quantum / fair value of these are not disclosed for us to make an informed decision on his remuneration. The company must also disclose performance parameters that determine the variable pay. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reason for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised by SEBI. These matters are within the ambit of the top management responsibilities. We do not support the resolution
    • Kotak Mahindra Mutual FundMilan Sadhukhan, 50, is currently Head of Finance ASEAN & South Asia at Linde plc. He has over 25 years of experience in various finance roles, including product management, investment controlling and supply-chain management. We estimate Milan Sadhukhan s annual remuneration at Rs. 37.5 mn, excluding the fair value of stock options. His proposed remuneration terms include stock units of Linde PLC the quantum / fair value of these are not disclosed for us to make an informed decision on his remuneration. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements the reason for the qualification is in respect to the observations in SEBI s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised by SEBI. These matters are within the ambit of the top management responsibilities. Hence, we do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    17 for10 against

Mutual fund votes, meeting of 14 Aug 2025, 25 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of the Audited Standalone Financial Statements of the Company and Reports thereon for the financial year ended 31 March 2025
    Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, UTI Mutual FundThe auditors have qualified the financial statements citing uncertainties with respect to the outcome of the ongoing legal and regulatory proceedings against the company’s interpretation of related party transactions following a SEBI order. SEBI through its order dated 24 July 2024 has asserted that the company’s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. The auditors have raised an emphasis of matter with respect to the outcome of the valuation exercise to be carried out as directed by the SEBI order in July 2024. As per the SEBI order, the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. Given this ruling by SEBI in July 2024, the company has filed an appeal on 5 August 2024 against the aforementioned SEBI Order before the Securities Appellate Tribunal and subsequent to multiple adjournments the hearing was to be fixed for 10 & 11 June 2025. Therefore, We do not support the resolution. We note the auditors have highlighted certain issues related to the audit trail feature in the accounting software. The company should provide a clear explanation for the trade payables overdue for over two years.
    • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Management has not provided satisfactory response to the qualification raised by the Auditors.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundQualified financial statements. Governance Concern: Management has not provided satisfactory response to the qualification raised by the Auditors.
    • HDFC Mutual FundThe auditors have qualified the financial statements citing uncertainties with respect to the outcome of the ongoing legal and regulatory proceedings against the company’s interpretation of related party transactions following a SEBI order. SEBI through its order dated 24 July 2024 has asserted that the company’s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. The auditors have raised an emphasis of matter with respect to the outcome of the valuation exercise to be carried out as directed by the SEBI order in July 2024. As per the SEBI order, the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. Hence, we do not support the resolution.
    • Invesco Mutual FundThe auditors have qualified the financial statements citing uncertainties with respect to the outcome of the ongoing legal and regulatory proceedings against the company’s interpretation of related party transactions following a SEBI order. SEBI through its order dated 24 July 2024 has asserted that the company’s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. The auditors have raised an emphasis of matter with respect to the outcome of the valuation exercise to be carried out as directed by the SEBI order in July 2024. As per the SEBI order, the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. Given this ruling by SEBI in July 2024, the company has filed an appeal on 5 August 2024 against the aforementioned SEBI Order before the Securities Appellate Tribunal and subsequent to multiple adjournments the hearing was to be fixed for 10 & 11 June 2025. Therefore, We do not support the resolution. We note the auditors have highlighted certain issues related to the audit trail feature in the accounting software. The company should provide a clear explanation for the trade payables overdue for over two years. We do not support the resolution.
    • Kotak Mahindra Mutual FundThe auditors have qualified the financial statements citing uncertainties with respect to the outcome of the ongoing legal and regulatory proceedings against the company s interpretation of related party transactions following a SEBI order. SEBI through its order dated 24 July 2024 has asserted that the company s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. The auditors have raised an emphasis of matter with respect to the outcome of the valuation exercise to be carried out as directed by the SEBI order in July 2024. As per the SEBI order, the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. Given this ruling by SEBI in July 2024, the company has filed an appeal on 5 August 2024 against the aforementioned SEBI Order before the Securities Appellate Tribunal and subsequent to multiple adjournments the hearing was to be fixed for 10 & 11 June 2025. Therefore, We do not support the resolution.
    • LIC Mutual FundGovernance Concern over Management has not provided satisfactory response to the qualification raised by the Auditors.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    6 for18 against
  • Declaration of Dividend for the financial year ended 31 March 2025
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund
    • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: as the accounts are Qualified and recommended AGAINST and dividend is appropriation of accounts which can only be done after approval.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundSufficient funds available. No issues on payment of dividend as an independent resolution. Governance Concern: as the accounts are Qualified and recommended AGAINST and dividend is appropriation of accounts which can only be done after approval.
    • Kotak Mahindra Mutual FundThe total dividend outflow for FY25 is Rs. 1,023.4 mn. The dividend payout ratio is 22.9% of the standalone profit after tax. The auditors have made qualified opinion on both Standalone Financial Statements and Consolidated Financial Statements. The qualification as raised by the Statutory Auditors will have an effect on the financials of the Company. Based on the concerns identified, we do not support the resolution.
    10 for10 against
  • Re-appointment of Director retiring by rotation-Ms Mannu Sangganeria
    Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, UTI Mutual FundMs. Mannu Sanganeria, 49, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all five board meetings held in FY25. She retires by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns and has failed in addressing issues highlighted by regulators regarding related party transactions and the non-compete with Praxair India Private Limited. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification were the observations in SEBI’s Interim Order regarding the related party transactions. The SEBI order requires the company to co-operate in the valuation exercise of the transferred business, which the company appears to be delaying on. Given these issues and the board inability to protect minority shareholders, We do not support her reappointment.
    • HDFC Mutual FundMs. Mannu Sanganeria, 49, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. The board has not addressed minority investor concerns and has failed in addressing issues highlighted by regulators regarding related party transactions and the non-compete with Praxair India Private Limited. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification were the observations in SEBI’s Interim Order regarding the related party transactions. The SEBI order requires the company to co-operate in the valuation exercise of the transferred business, which the company appears to be delaying on. Given these issues and the board inability to protect minority shareholders, we do not support the resolution.
    • Invesco Mutual FundMs. Mannu Sanganeria, 49, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all five board meetings held in FY25. She retires by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns and has failed in addressing issues highlighted by regulators regarding related party transactions and the non-compete with Praxair India Private Limited. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification were the observations in SEBI’s Interim Order regarding the related party transactions. The SEBI order requires the company to co-operate in the valuation exercise of the transferred business, which the company appears to be delaying on. Given these issues and the board inability to protect minority shareholders, We do not support her reappointment
    • Kotak Mahindra Mutual FundMs. Mannu Sanganeria, 49, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all five board meetings held in FY25. She retires by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns and has failed in addressing issues highlighted by regulators regarding related party transactions and the non-compete with Praxair India Private Limited. We note that the auditors have qualified their opinion with respect to the FY25 financial statements the reasons for the qualification were the observations in SEBI s Interim Order regarding the related party transactions. Given these issues and the board inability to protect minority shareholders, We do not support her reappointment.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Nippon India Mutual FundProfile of the candidate
    14 for10 against
  • Appointment of M/s P. Sarawagi & Associates, Company Secretaries, as the Secretarial Auditor of the Company
    25 for0 against
  • Approval for re-appointment of Mr Abhijit Banerjee as the Managing Director of the Company
    Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Taurus Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Taurus Mutual Fund, UTI Mutual FundAbhijit Banerjee, 57, is the Managing Director of the company. He joined the company in 2009 and has been on the board since 7 April 2019. He has experience of about 37 years in the manufacturing sector covering design engineering, marketing, project management, business development. He was paid Rs. 32.5 mn in FY25 and excluding stock options we estimate his annual remuneration at Rs. 36.0 mn. However, his proposed remuneration terms include Stock units of Linde PLC. the quantum of these are not disclosed for us to make an informed decision on his remuneration. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised. These matters are well within the ambit of the management responsibilities and Abhijit Banerjee is the Managing Director. We do not support the resolution.
    • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: Material governance issues identified in the Company and the prposed appointee is Managing director of the Company.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. Governance Concern: Material governance issues identified in the Company and the prposed appointee is Managing director of the Company.
    • Canara Robeco Mutual FundAbhijit Banerjee, 57, is the Managing Director of the company. He joined the company in 2009 and has been on the )board since 7 April 2019. He has experience of about 37 years in the manufacturing sector covering design engineering, marketing, project management, business development. He was paid Rs. 32.5 mn in FY25 and excluding stock options we estimate his annual remuneration at Rs. 36.0 mn. However, his proposed remuneration terms include Stock units of Linde PLC. the quantum of these are not disclosed for us to make an informed decision on his remuneration. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised. These matters are well within the ambit of the management responsibilities and Abhijit Banerjee is the Managing Director. We do not support the resolution.
    • HDFC Mutual FundMr. Abhijit Banerjee, 57, is the Managing Director of the company. We raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. These matters are well within the ambit of the management responsibilities and Mr. Abhijit Banerjee is the Managing Director. We do not support the resolution.
    • ICICI Prudential Mutual FundThe auditors have qualified their opinion with respect to the FY2025 financial statements – the reasons for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We refer to the SEBI order dated 24 July 2024, that has highlighted discrepancies with respect to approvals of related party transactions. We raise concerns that the management has failed to protect minority shareholder interest. Hence the AMC has voted against the resolution.
    • Invesco Mutual FundAbhijit Banerjee, 57, is the Managing Director of the company. He joined the company in 2009 and has been on the board since 7 April 2019. He has experience of about 37 years in the manufacturing sector covering design engineering, marketing, project management, business development. He was paid Rs. 32.5 mn in FY25 and excluding stock options we estimate his annual remuneration at Rs. 36.0 mn. However, his proposed remuneration terms include Stock units of Linde PLC. the quantum of these are not disclosed for us to make an informed decision on his remuneration. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification is in respect to the observations in SEBI’s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. We understand the company continues to undertake related party transactions without shareholder approval even after the concern raised. These matters are well within the ambit of the management responsibilities and Abhijit Banerjee is the Managing Director. We do not support the resolution
    • Kotak Mahindra Mutual FundAbhijit Banerjee, 57, is the Managing Director of the company. He joined the company in 2009 and has been on the board since 7 April 2019. He has experience of about 37 years in the manufacturing sector covering design engineering, marketing, project management, business development. He was paid Rs. 32.5 mn in FY25 and excluding stock options we estimate his annual remuneration at Rs. 36.0 mn. However, his proposed remuneration terms include Stock units of Linde PLC. the quantum of these are not disclosed for us to make an informed decision on his remuneration. Further, we raise concerns that the management has failed to protect minority shareholder interest. We note that the auditors have qualified their opinion with respect to the FY25 financial statements the reasons for the qualification is in respect to the observations in SEBI s Interim Order regarding related party transactions. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. These matters are well within the ambit of the management responsibilities and Abhijit Banerjee is the Managing Director. Hence, we do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    5 for20 against
  • Ratification of remuneration of M/s Mani & Co., Cost Auditors of the Company for the financial year ending on 31 March 2026
    24 for0 against
6 proposals not matched to one resolution
  • Item 1, as a fund house numbered it
    Against Taurus Mutual Fund
    • Taurus Mutual FundThe auditors have qualified the financial statements citing uncertainties with respect to the outcome of the ongoing legal and regulatory proceedings against the company’s interpretation of related party transactions following a SEBI order. SEBI through its order dated 24 July 2024 has asserted that the company’s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. The auditors have raised an emphasis of matter with respect to the outcome of the valuation exercise to be carried out as directed by the SEBI order in July 2024. As per the SEBI order, the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. Given this ruling by SEBI in July 2024, the company has filed an appeal on 5 August 2024 against the aforementioned SEBI Order before the Securities Appellate Tribunal and subsequent to multiple adjournments the hearing was to be fixed for 10 & 11 June 2025. Therefore, We do not support the resolution. We note the auditors have highlighted certain issues related to the audit trail feature in the accounting software. The company should provide a clear explanation for the trade payables overdue for over two years.
    0 for1 against
  • Item 2, as a fund house numbered it
    1 for0 against
  • Item 3, as a fund house numbered it
    Against Taurus Mutual Fund
    • Taurus Mutual FundMs. Mannu Sanganeria, 49, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all five board meetings held in FY25. She retires by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns and has failed in addressing issues highlighted by regulators regarding related party transactions and the non-compete with Praxair India Private Limited. We note that the auditors have qualified their opinion with respect to the FY25 financial statements – the reasons for the qualification were the observations in SEBI’s Interim Order regarding the related party transactions. The SEBI order requires the company to co-operate in the valuation exercise of the transferred business, which the company appears to be delaying on. Given these issues and the board inability to protect minority shareholders, We do not support her reappointment.
    0 for1 against
  • Item 6, as a fund house numbered it
    1 for0 against
  • 2) Declare dividend of Rs. 12.0 per share, including a final dividend of Rs. 4.5 per share and a special dividend of Rs. 7.5 per share, of face value Rs. 10.0 each for FY25.
    1 for0 against
  • Declare dividend of Rs. 12.0 per share, including a final dividend of Rs. 4.5 per share and a special dividend of Rs. 7.5 per share, of face value Rs. 10.0 each for FY25
    3 for0 against

Mutual fund votes, meeting of 29 Oct 2024, 22 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Appointment of Mr Subba Rao Amarthaluru (DIN: 00082313) as a Non-Executive Independent Director of the Company
    21 for0 against
  • Appointment of Mr Gobichettipalayam Sreenivasan Krishnan (DIN: 00229417) as a Non-Executive Independent Director of the Company
    21 for0 against
1 proposal not matched to one resolution
  • 1. Appointment of Mr Subba Rao Amarthaluru (DIN: 00082313) as a Non Executive Independent Director of the Company 2. Appointment of Mr Gobichettipalayam Sreenivasan Krishnan (DIN: 00229417) as a Non-Executive Independent Director of the CompanyMoreLess
    1 for0 against

Mutual fund votes, meeting of 12 Aug 2024, 22 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of Audited Standalone and Consolidated Financial Statements and Reports thereon for the financial year ended 31 March 2024
    Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual FundThe auditors have qualified the financial statements citing concerns regarding related party transactions which was followed by SEBI’s order dated 24 July 2024. In its order, SEBI has asserted that (a) the company’s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. (b) the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders; Given this ruling by SEBI, we believe the FY24 related party transactions should have been undertaken only after shareholder approval, as per the materiality thresholds laid down under regulations. We support SEBI’s position on the business allocation transaction. Further, based on the auditors’ examination, the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility that has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail is not maintained at the application level for modification, if any, by certain users with specific access and for direct database changes. Except for the above, the auditors did not notice any instance of audit trail feature being tampered with.
    • Axis Mutual FundThe auditors have qualified the financial statements citing concerns regarding related party transactions which was followed by SEBI’s order dated 24 July 2024. In its order, SEBI has asserted that (a) the company’s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. (b) the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders; Given this ruling by SEBI, we believe the FY24 related party transactions should have been undertaken only after shareholder approval, as per the materiality thresholds laid down under regulations. We support SEBI’s position on the business allocation transaction.
    • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundQualified financial statements. Governance Concern: Management has not provided satisfactory response to the qualification raised by the Auditors.
    • HDFC Mutual FundCompany has received an order from SEBI regarding related party transactions which have been undertaken without shareholder approval.
    • ICICI Prudential Mutual FundThe auditors have qualified their report on the financial statements. The SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. Because of this and other aspects mentioned in the SEBI order, the AMC has voted against the resolution.
    • Kotak Mahindra Mutual FundThe auditors have qualified the financial statements citing concerns regarding related party transactions which was followed by SEBI s order dated 24 July 2024. In its order, SEBI has asserted that (a) the company s interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. (b) the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders; Given this ruling by SEBI, we believe the FY24 related party transactions should have been undertaken only after shareholder approval, as per the materiality thresholds laid down under regulations. We support SEBI s position on the business allocation transaction. Hence voting against.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Tata Mutual FundGovernance Concern: The auditors have qualified the financial statements citing concerns regarding related party transactions which was followed by SEBI's order dated 24 July 2024. In its order, SEBI has asserted that (a) the company's interpretation of related party transactions was incorrect; the transactions were undertaken based on legal opinions despite not receiving shareholder approval. (b) the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders; Given this ruling by SEBI, we believe the FY24 related party transactions should have been undertaken only after shareholder approval, as per the materiality thresholds laid down under regulations.
    6 for16 against
  • Declaration of Dividend for the year ended 31 March 2024
    Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund
    • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundSufficient funds available. Governance Concern: Qualified Standalone Financial Statements.
    14 for6 against
  • Re-appointment of Director liable to retire by rotation- Mr. Michael James Devine
    Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Mahindra Manulife Mutual FundMichael James Devine, 55, is an Associate General Counsel of Linde Plc and is currently heading the M&A Legal department for Linde Plc. He has been on the board of the company since 15 February 2023. He attended all four board meetings held in FY24. He retires by rotation. Although his reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited (PIPL). As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. We note that the auditors have qualified their opinion with respect to the FY24 financial statements – one of the reasons for the qualification were the observations in SEBI’s Interim Order. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. SEBI’s order also asserted that the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. These matters are well within the ambit of the audit committee charter, of which Michael James Devine is a member. We further raise concern over the way in which independent director rotation is being managed. Linde India has three independent directors of which two complete their tenure in September 2024 and will likely step off the board. Linde India Limited is yet to appoint Independent Directors to replace these retiring positions. Therefore, there will be limited, or no overlap between the incoming directors and the outgoing directors that have an average board tenure of fourteen years. As a result, there will be likely loss of institutional memory for independent directors. These matters fall within the charter of the NRC. Micheal James Devine is a promoter representative and a member of the Nomination and Remuneration Committee (NRC). Therefore, we do not support his reappointment.
    • Axis Mutual FundMichael James Devine, 55, is an Associate General Counsel of Linde Plc and is currently heading the M&A Legal department for Linde Plc. He has been on the board of the company since 15 February 2023. He attended all four board meetings held in FY24. He retires by rotation. Although his reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited (PIPL). As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. We note that the auditors have qualified their opinion with respect to the FY24 financial statements – one of the reasons for the qualification were the observations in SEBI’s Interim Order. We note that the SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. SEBI’s order also asserted that the business allocation arrangement between Linde India Limited and Praxair India Private Limited is an arbitrary reallocation of business which presents a potential risk to the future growth prospects of Linde India, which may not serve the best interests of the public shareholders. These matters are well within the ambit of the audit committee charter, of which Michael James Devine is a member. Micheal James Devine is a promoter representative. Therefore, we do not support his reappointment.
    • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. Governance Concern: Material governance issues identified in the Company and the Director is also Board Chairperson.
    • HDFC Mutual FundDirector was chairman of the company when SEBI raised concerns on related party transactions.
    • ICICI Prudential Mutual FundMichael James Devine is the Associate General Counsel of Linde plc and has had an illustrious and accomplished career in handling several large corporate and commercial transactions in his career, including the merger of Praxair Inc. and Linde AG. He has been on the board of the company since 15 February 2023. The SEBI order dated 24 July 2024, has highlighted that the company undertook related party transactions by using legal opinions and circumventing the shareholders rejection of these related party transactions. Because of this and other aspects mentioned in the SEBI order, the AMC has voted against the resolution.
    • Kotak Mahindra Mutual FundAlthough his reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited (PIPL). As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. We note that the auditors have qualified their opinion with respect to the FY24 financial statements one of the reasons for the qualification were the observations in SEBI s Interim Order. These matters are well within the ambit of the audit committee charter, of which Michael James Devine is a member. We further raise concern that Linde India Limited is yet to appoint Independent Directors to replace the retiring positions. As a result, there will be likely loss of institutional memory for independent directors. These matters fall within the charter of the NRC. Micheal James Devine is a promoter representative and a member of the Nomination and Remuneration Committee (NRC). Therefore, we do not support his reappointment.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Tata Mutual FundGovernance Concern: Although his reappointment is in line with statutory requirements, we do not support the resolution. As a Board Chairperson, Mr. M. J. Devine has a fiduciary duty to monitor the compliance and governance issues involved in the Company and in case of failures, ensure proper communication to the shareholders. The auditors and regulators have identified issues with regard to related party transaction (RPT) compliances and business transfer agreement between Linde India and Praxair India. SEBI has also passed an order asserting that company's interpretation of RPT was incorrect and that the business allocation agreement between Linde and Praxair was arbitrary. In our opinion Mr. Devine as board chairperson should have addressed these issues in a better manner.
    • Zerodha Mutual FundGovernance Concern: Material governance issues identified in the Company and the Director is also Board Chairperson.
    6 for16 against
  • Approval for payment of commission to Non-Executive Independent Directors of the Company
    22 for0 against
  • Ratification of remuneration of M/s. Mani & Co., Cost Auditors, for the year ending on 31 March 2025
    22 for0 against
2 proposals not matched to one resolution
  • 2) Declare dividend of Rs. 12.0 per share, including a special dividend of Rs. 8.0 per share, of face value Rs. 10.0 each for FY24.
    1 for0 against
  • Declare dividend of Rs. 12.0 per share, including a special dividend of Rs. 8.0 per share, of face value Rs. 10.0 each for FY24
    1 for0 against

Mutual fund votes, meeting of 17 Aug 2023, 15 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of Audited Financial Statements of the Company (both Standalone and Consolidated) for the 15 months period ended 31st March, 2023, together with Reports of the Board of Directors and the Auditors thereon.MoreLess
    14 for0 against
  • Declaration of Dividend of Rs.12/- per equity share for the 15 months period ended 31st March, 2023.
    13 for0 against
  • Re-appointment of Ms. Mannu Sanganeria (DIN: 09243027), as a Director of the Company, liable to retire by rotation.
    Against Axis Mutual Fund, Bank of India Mutual Fund, Kotak Mahindra Mutual Fund, SBI Mutual Fund
    • Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundMs. Mannu Sanganeria, 47, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all six board meetings held in FY23 (fifteen months). She retires by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited. As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. Alternatively, the companies should publish a charter regarding how they will pursue their individual strategies while managing conflicts.
    • Kotak Mahindra Mutual FundMs. Mannu Sanganeria, 47, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all board meetings in the past financial year. Her role is liable to retire by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited. As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. Alternatively, the companies should publish a charter regarding how they will pursue their individual strategies while managing conflicts.
    10 for4 against
  • Re-appointment of Dr Shalini Sarin (DIN: 06604529), as an Independent Director of the Company for a second term of 5 consecutive years w.e.f. 10th July, 2023.
    Against JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • JM Financial Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with law. Prior approval of shareholders not sought.
    • Kotak Mahindra Mutual FundShalini Sarin, 58, is Former Senior Vice President (HR) Philips Lighting (Signify) and Ex-CHRO Schneider Electric Greater India. Her experience spans Chief People Officer to head Corporate Social Responsibility to Business Leader. Her re-appointment as Non-Executive Independent Director is not compliant with law as in the current case. The term of Shalini Sarin has already ended on 09th July 2023, therefore, she has ceased to be director of the Company unless re-appointed by the shareholders prior to her term coming to end. Since, the eligibility of re-appointment is special resolution by shareholders, therefore, such approval should have been obtained on or before 09th July 2023.
    • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
    10 for4 against
  • Revision in Audit Fee of M/s. Price rice Waterhouse & Co. Chartered Accountants LLP (Firm Regn. No. 304026E/E300009), Statutory Auditors of the Company, for the 15 months period ended 31st March, 2023.MoreLess
    12 for0 against
  • Ratification of revision in remuneration payable to the Cost Auditors of the Company, M/s. Mani & Co., Cost Accountants, for the 15 months period ended 31st March, 2023 and ratification of remuneration payable to them towards Cost Audit of the Company for the financial year ending 31st March, 2024.MoreLess
    12 for0 against
8 proposals not matched to one resolution
  • Item 1, as a fund house numbered it
    1 for0 against
  • Item 3, as a fund house numbered it
    Against Taurus Mutual Fund
    • Taurus Mutual FundMs. Mannu Sanganeria, 47, is Director of Mergers and Acquisitions at Linde plc group based in Singapore. She has been on the board of the company since 29 July 2021. She attended all six board meetings held in FY23 (fifteen months). She retires by rotation. Although her reappointment is in line with statutory requirements, we do not support the resolution. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited. As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. Alternatively, the companies should publish a charter regarding how they will pursue their individual strategies while managing conflicts.
    0 for1 against
  • Item 4, as a fund house numbered it
    1 for0 against
  • Item 5, as a fund house numbered it
    1 for0 against
  • Item 6, as a fund house numbered it
    1 for0 against
  • Approve revision in remuneration payable to Mani & Co. as cost auditor for FY23 (fifteen months) from Rs. 210,000 to Rs. 225,000 and approve remuneration of Rs. 210,000 for FY24
    2 for0 against
  • Approve revision in remuneration payable to Price Waterhouse & Co. Chartered Accountants LLP as statutory auditors from Rs. 5.8 mn to Rs. 6.7 mn for the fifteen months of FY23
    2 for0 against
  • Declare dividend of Rs. 12.0 per share, including a special dividend of Rs. 7.5 per share, of face value Rs. 10.0 each for FY23 (fifteen months)
    2 for0 against

Mutual fund votes, meeting of 25 Apr 2023, 13 fund houses

  • Appointment of Mr Michael James Devine (DIN: 10042702) as a Non-Executive Director of the Company
    Against Axis Mutual Fund, Bank of India Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund
    • Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Taurus Mutual FundMichael James Devine, 54, is an Associate General Counsel of Linde Plc and is currently heading the M&A Legal department for Linde Plc. He has also served as Chief Transactions Counsel of Linde Plc and Praxair Inc. He was also involved in the merger of Praxair Inc and Linde AG. The board has not addressed minority investor concerns over an extended period of time regarding Linde India and Praxair India Private Limited. As both Linde and Praxair are fellow subsidiaries in the same business, minority investors have said these need to be merged. Alternatively, the companies should publish a charter regarding how they will pursue their individual strategies while managing conflicts.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Nippon India Mutual FundLack of transparency and addressing minority concerns over an extended period of time
    7 for6 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

At most 5 complaints open, quarter to Mar 2026.
The board is made up as the listing rules require
Yes
The board has a regular chairperson
Yes
The company has a risk management committee
Yes
The chair is related to the managing director
No
The filing has a part on fines and penalties
No
The filing has a part on tax disputes
No
There was a cyber security incident in the quarter
No

The company's own answers in its filing.