sebi:WTM/AB/CFID/CFID-SEC3/30578/2024-25
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Facts / Headnote
Remedial directions issued - valuation of business foregone and received and disclosure
Provisions invoked
- s. 19
- s. 89
- s. 2(76)
- s. 188
- s. 188(1)
Regulations
- Reg. 2(1)
- Reg. 23(1)
- Reg. 23
- Reg. 23(4)
Parties
- Linde India Ltd.
Holding
The order holds that materiality under the proviso to Regulation 23(1) of the LODR Regulations is tested on the aggregate of all transaction(s) with a related party in a financial year without limitation to a common contract, and that the geographic and product business allocation between LIL and PIPL is a transfer of resources requiring valuation and shareholder safeguards, for which remedial valuation and disclosure directions are issued.
Full text
Order in the matter of Linde India Ltd. Page 2 of 23 c. NSE shall appoint a registered valuer to carry out a valuation of the business foregone and received, including by way of geographic allocation, in terms of Annexure IV of the Joint Venture and Share Holders’ Agreement (“JV&SHA”).
Order in the matter of Linde India Ltd. Page 3 of 23 Preliminary Objections 7. It was argued by the Noticee that the SAT Order clearly recognises that there was no urgency in the present matter warranting issuance on Ad Interim Ex Parte Order. The Company, therefore, contended that SEBI should complete its investigation and thereafter, based on findings, consider issuing a show cause notice if the situation so warranted. In this regard, it is noted that the SAT
Order in the matter of Linde India Ltd. Page 4 of 23 11. LIL was a subsidiary of BOC Group Ltd., an unlisted UK-based company. Linde AG (a German company) acquired BOC Group Ltd. in 2006. Consequently, BOC India Ltd. changed its name to LIL in February 2013. 12. In 2018, there was a global merger between Linde AG and Praxair Inc. This resulted in the formation of Linde Plc., which is a NASDAQ-listed entity. Praxair Inc. had an unlisted subsidiary in India – PIPL, which was also predominantly engaged in the production and supply of various gases. Pursuant to the merger, Linde Plc had two subsidiaries operating in India – (i) LIL which was a listed entity wherein it held 75% of the beneficial ownership and (ii) PIPL which was a 100% step-down subsidiary.
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Source: SecMarx — sebi:WTM/AB/CFID/CFID-SEC3/30578/2024-25. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.