[Annexure - 1]
Dividend Distribution Policy
1. Preamble:
This Dividend Distribution Policy has been made pursuant to Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
2. Effective Date:
The Policy shall become effective from the date of its adoption by the Board, i.e., 11th
February 2017.
3. Definitions:
a. ‘Act means the Companies Act, 2013 including any amendments or modifications
thereof.
b. ‘Board means the Board of Directors of the Company.
c. ‘Company means ‘Linde India Limited.
d. ‘Policy means ‘Dividend Distribution Policy.
e. ‘Applicable law means the Companies Act, 2013 and Rules framed thereunder, as
amended from time to time and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and includes any other law or
regulations as may be applicable to the Company from time to time.
4. Declaration:
The Company shall strive to declare a steady stream of dividends to the shareholders
keeping their long term interest in mind. The dividend distribution shall be in accordance
with the applicable provisions of the Companies Act, 2013, Rules framed thereunder, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of
Association of the Company, as in force and as amended from time to time.
5. Circumstances under which the shareholders of the Company may or may not
expect dividend:
The decision regarding dividend payout is a crucial decision as it determines the
amount of profit to be distributed among shareholders of the Company and the amount of
profit to be retained in business. The Company follows policy of consistent dividend
payment to its shareholders and reasonably expects to continue declaring dividend in
future as well, unless restrained by loss/inadequacy of profits during any financial year
or any unforeseen circumstances.
6. Factors to be considered for Dividend Payout:
The Board will consider various internal and external factors, including but not
limited to the following before making any recommendation for dividend on equity shares:
a. Stability of earnings.
b. Cash flow position from operations.
c. Future capital expenditure, inorganic growth plans, etc.
d. Industry outlook and stage of business cycle for underlying businesses.
e. Leverage profile and capital adequacy metrics.
f. Overall economic / regulatory environment.
g. Interim dividend paid, if any, based on the performance during the year.
h. Past dividend trends.
i. Such other factors as the Board considers appropriate.
7. Utilization of retained earnings:
The Company would utilize its retained earnings in a manner which is beneficial for the
long term growth objectives of the business which will, inter-alia, include meeting the
Companys growth plans, debt repayments, other contingencies, etc.
8. Disclosure:
This Policy will be available on the Companys website and in the Annual Report of the
Company.
9. Authority to make alterations:
The Board of Directors of the Company may review and amend this policy from time to
time.
On Behalf of the Board
| M J Devine |
A Banerjee |
| Chairman |
Managing Director |
| DIN: 10042702 |
DIN: 08456907 |
Kolkata 23 May 2023
Annexure to Directors Report.
[Annexure - 2]
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures [FORM AOC-1]
Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014
Part "A": Subsidiaries: Not Applicable Part "B": Associates and
Joint Ventures
| Name of Joint Venture/Associate |
Bellary Oxygen Company Pvt. Ltd. |
Linde South Asia Services Pvt. Ltd. |
Avaada MHYavat Pvt. Ltd. |
FPEL Surya Pvt. Ltd. |
| Category (Joint Venture/ Associate) |
Joint Venture |
Joint Venture |
Associate |
Associate |
| 1. Latest Audited Balance Sheet Date |
31 March 2022 |
31 March 2022 |
31 March 2022 |
31 March 2022 |
| 2. Date on which the Joint Venture/ Associate was acquired |
22 March 2006 |
24 March 2020 |
20 April 2022 |
3 March 2023 |
| 3. Shares of Joint Venture/Associate held by the Company as on 31 March 2023 |
|
|
|
|
| No. of shares |
15,000,000 Equity Shares of Rs. 10/- each |
2,000,000 Equity Shares of Rs. 10/- each |
11,375,000 Equity Shares of Rs. 10/- each |
1,539,000 Equity Shares of Rs. 10/- each |
| Amount of investment in Joint Venture |
Rs. 150 Million |
Rs. 20 Million |
Rs. 114 Million |
Rs. 76.95 Million |
| Extent of Holding (in percentage) |
50% |
50% |
26% |
26% |
| 4. Description of how there is significant influence |
There is significant influence due to shareholding and joint control over the economic
activities of the JV Company. |
There is significant influence due to shareholding and joint control over the economic
activities of the JV Company. |
No significant influence |
No significant influence |
| 5. Reason why the Joint Venture/ Associate is not consolidated |
Not Applicable |
Not Applicable |
Considering the terms of investments company is not required to apply the equity
method of accounting |
Considering the terms of investments company is not required to apply the equity
method of accounting |
| 6. Net worth attributable to Shareholding as per latest Audited Balance Sheet |
Rs.436.85 Million |
Rs.255.30 Million |
Rs.315.56 Million |
Rs. 0.14 Million |
| 7. Profit/(Loss) for the year |
|
|
|
|
| Considered in consolidation |
NA |
Rs.86.30 Million |
NA |
NA |
| Not considered in consolidation |
Rs.82.80 Million |
Rs.86.30 Million |
NA |
NA |
On behalf of the Board
| M J Devine |
A Banerjee |
J Mehta |
N K Jumrani |
A Dhanuka |
| Chairman |
Managing Director |
Director |
Chief Financial Officer |
Company Secretary |
| DIN: 10042702 |
DIN: 08456907 |
DIN: 00033518 |
Membership No.: ACA 065258 |
Membership No.: ACS 23872 |
Kolkata
23 May 2023
Annexure to Directors Report.
[Annexure - 3]
Particulars of Loans, Guarantees or Investments pursuant to Section 134 (3)(g) of the
Companies Act, 2013
A. Amount outstanding as on 31 March 2023:
| Particulars |
Amount (Rs. in million) |
Purpose |
| Loans given |
Nil |
- |
| Guarantees given |
Nil |
- |
| Investments made: |
|
|
| • Bellary Oxygen Co. Pvt. Ltd. |
150.00* |
Equity Investment |
| • Linde South Asia Services Pvt. Ltd. (formerly known as LSAS Services Pvt. Ltd.) |
20.00 |
Equity Investment |
| • Avaada MHYavat Pvt. Ltd. |
114.00 |
Equity Investment |
| • FPEL Surya Pvt. Ltd. |
76.95 |
Equity Investment |
| • FP Solar Shakti Pvt. Ltd. |
47.88 |
Equity Investment |
*Investment classified as Asset Held for Sale.
B. Loans, Guarantees and Investments made during the period 1 January 2022 – 31
March 2023:
| Name of the entity |
Relation |
Amount (Rs. in million) |
Particulars of loans, guarantees given or investments made |
Purpose for which the loans, guarantees and investments are proposed
to be utilized |
| Avaada MHYavat Pvt. Ltd. |
Associate |
114.00 |
Equity Investment |
Purchase of renewable power under captive mechanism, which will result
in a lower tariff and consequent cost savings. |
| FPEL Surya Pvt. Ltd. |
Associate |
76.95 |
Equity Investment |
Purchase of renewable power under captive mechanism, which will result
in a lower tariff and consequent cost savings. |
| FP Solar Shakti Pvt. Ltd. |
- |
47.88 |
Equity Investment |
Purchase of renewable power under captive mechanism, which will result
in a lower tariff and consequent cost savings. |
On behalf of the Board
| M J Devine |
A Banerjee |
| Chairman |
Managing Director |
| DIN: 10042702 |
DIN: 08456907 |
Kolkata 23 May 2023
Annexure to Directors Report.
[Annexure - 4]
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(1) Ratio of the remuneration of each Director to the median remuneration of the
employees of the Company, percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer and Company Secretary for the period 1 January
2022 – 31 March 2023:
| Median remuneration of the employees of the Company for the period 1 January 2022
– 31 March 2023 |
Rs. 1,342,982 |
| Percentage increase in the median remuneration of employees during the period 1
January 2022 – 31 March 2023 |
9.04% |
| The number of permanent employees on the rolls of the Company as on 31 March 2023 |
207 |
| Name of Director/KMP |
Remuneration (Rs. in million) |
Ratio of remuneration of each Director to median remuneration of the
employees of the Company |
% increase in remuneration during the period 1 January 2022 – 31
March 2023 |
| ? Non-Executive Directors |
|
|
|
| Mr Robert John Hughes (01.01.2022 – 13.02.2023) |
Nil |
N. A. |
N. A. |
| Ms Mannu Sanganeria |
Nil |
N. A. |
N. A. |
| Mr Michael James Devine (15.02.2023 – 31.03.2023) |
Nil |
N. A. |
N. A. |
| ? Independent Directors* |
|
|
|
| Mr Arun Balakrishnan |
3.61 |
2.69 |
47.35% |
| Mr Jyotin Mehta |
4.07 |
3.03 |
45.18% |
| Dr Shalini Sarin |
3.10 |
2.30 |
42.30% |
| ? Executive Director |
|
|
|
| Mr Abhijit Banerjee, MD |
33.12 |
24.66 |
6.00% |
| ? Key Managerial Personnel (other than MD) |
|
|
|
| Mr Anupam Saraf, CFO (01.01.2022 - 31.05.2022) |
7.06 |
N. A. |
4.00% |
| Mr Neeraj Kumar Jumrani, CFO (09.08.2022 – 31.03.2023) |
4.81 |
N. A. |
N.A. |
| Mr Pawan Marda, CS (01.01.2022 - 28.02.2023) |
13.65 |
N. A. |
4.75% |
| Mr Amit Dhanuka, CS (01.03.2023 - 31.03.2023) |
0.28 |
N. A. |
N. A. |
*Independent Directors remuneration includes sitting fees and commission paid during
the period 1 January 2022 – 31 March 2023.
(2) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and exceptional
circumstances for increase in the managerial remuneration, if any:
The average percentage increase made in the salaries of permanent employees other than
the managerial personnel during the period 1 January 2022 – 31 March 2023 was 9.05%,
whereas the increase in the managerial remuneration was 6.00%. The average increase every
year is an outcome of the Companys market competitiveness, salary benchmarking survey,
inflation and talent retention.
(3) It is hereby affirmed that the remuneration paid during the year is as per the
remuneration policy of the Company.
On behalf of the Board
| M J Devine |
A Banerjee |
| Chairman |
Managing Director |
| DIN: 10042702 |
DIN: 08456907 |
Kolkata 23 May 2023
Annexure to Directors Report.
[Annexure - 6]
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014
A. Conservation of Energy
(i) Steps taken or impact on conservation of energy: a) The Company continued to
optimize plant operations with a view to improve specific power in various plants on an
ongoing basis. Following are some of the actions:-
• Plant had been fine-tuned to run at higher HP column purity and temperature,
thereby bringing down waste nitrogen purity by 0.4% and power reduction by about 280kw at
Jamshedpur 2550 plant.
• During the period under review MAC-2 and 2nd intercooler were
replaced at Rourkela plant with BOO model. The new cooler is giving lesser pressure drop
and a power saving of 180kw at the plant.
• Due to increased LOX demand, JSL 421 tpd plant was operated at 78 TPD (net LOX),
which is the highest since commissioning of the plant and can be used as per demand.
b) Productivity initiatives were taken up at various sites to reduce energy consumption
such as :-
• Electric heater was discontinued, and a steam heater was taken on line at IGD500
plant which resulted in a saving of 350kw.
• Chiller was installed at the RSP-BOO plant and BAC ASV tightness class changed
from T4 to T5 resulting in a power saving of 200kw.
• During the year under review, turbine cartridge of ASU-2 at RSP-BOO plant was
replaced leading to 7KNm3/hr of more flow through BAC, thus reducing the units Power.
Impact to 100kw.
• Due to higher LIN demand at the plant situated in North India, specific power
was getting impacted. In order to reduce that impact, a chiller was installed which gave a
benefit of 200kw.
(ii) Steps taken by the Company for utilizing alternate sources of energy:
The Company has started sourcing of renewable energy through long term contract for 15
years for Taloja plant for nearly 50MU/ year. The Company has signed long term agreements
for renewable sourcing for its new upcoming units at Dahej, Sricity and Ludhiana for
majority of its consumption. The same has also been done for its running unit in Selaqui
starting from Q4 2023-24. Company is also installing rooftop solar in few of its sites
where feasible.
It has plans to tie up renewable sources of energy on long term basis at its Rourkela
plant sites also while exploring other sites.
(iii) Capital investment on energy conservation equipment:
a) Investment of approx. Rs. 50 million has been planned for replacement of coolers,
Vam chillers, electric chillers and turbine nozzle upgrade in the ASUs in 2023-24 once
technical feasibility is established.
b) Ongoing process of purchasing renewable energy to comply with renewable energy
obligation.
B. Technology Absorption
(i) Efforts made towards technology absorption:
The plant operations have done upgradation of its control system to meet the cyber
security requirements except for Dahej plant which is under progress. The Company is also
adding a nitrous oxide purification unit to its existing nitrous oxide production plant in
Hyderabad for use in electronic and other segments which needs this highly purified gas.
This is new technology for the Company.
(ii) Benefits derived (like product improvement, cost reduction, product development or
import substitution): The benefits from the earlier technology absorption tools are
continuing in its operating plants.
The N2O purification plant will help in adding a new product to our existing customer
and hence, is a new business area.
(iii) Information regarding imported technology (last three years):
Not Applicable
(iv) Expenditure on Research and Development:
| (a) Capital |
Nil |
| (b) Recurring |
Nil |
| Total |
Nil |
C. Foreign Exchange Earnings and Outgo Total Foreign exchange used and earned:
Total Foreign exchange used during the year was Rs. 3,529.49 million and total foreign
exchange earned during the year was Rs. 446.50 million.
On Behalf of the Board
| M J Devine |
A Banerjee |
| Chairman |
Managing Director |
| DIN: 10042702 |
DIN: 08456907 |
Kolkata
23 May 2023
+91-9892691696
