LINDE INDIA LIMITED

Linde India Limited, a member of Linde Plc. is a leading global industrial gases and engineering company in India with sales of $31 billion. The company is engaged in manufacture of industrial and medical gases and construction of cryogenic and non-cryogenic air separation plants. Its business has two broad segments, viz. Gases and Related Products and Project Engineering in line with the operating model of the Linde Plc Group. Linde India Limited was incorporated on January 24, 1935 with the name Indian Oxygen and Acetylene Company. The company was promoted by BOC Group UK, as a private limited company. The company was converted into a public limited company in January 1958. In the year 1989, the company name was changed into Indian Oxygen Limited and in February 1995, the company got their present name BOC India Ltd. Further, the Company name was changed from BOC India Limited' to Linde India Limited' vide fresh Certificate of Incorporation issued by the Registrar of Companies, West Bengal with effect from 18 February 2013. In September 1, 1998, the company commissioned the plant at Jamshedpur in Jharkhand. In February 2001, the company entered into a strategic alliance with Bharat Petroleum Corporation (BPCL) for distribution of Liquefied Petroleum Gas (LPG). The company's Contracts Division has successfully designed and commissioned a pilot Helium recovery Plant at Bakreshwar in West Bengal, to extract Helium from geo-thermal springs. In August 1, 2003, the company commissioned 225 tpd Air Separation Unit at Jamshedpur for meeting the additional gases requirement of Tata Steel. During the year 2004-05, two prestigious projects viz 2x55 tpd Vaccum Pressure Swing Adsorption plants for Kochi Refineries and compressed air facilities for National Aerospace Laboratory were commissioned. In August 2004, a new world-class compression facility was commissioned at Bangalore in Karnataka. In November 2004, the company entered into a long-term gas supply agreement with Jindal Vijaynagar Steel Limited (JVSL) for supply of gaseous oxygen and nitrogen to them under a 15-year supply contract. A New liquid compression plant at Taloja Special Gases site has been commissioned in February 2005. In March 2006, the company commissioned their new state of the art 65 tpd Air Separation Unit at Medak near Hyderabad. In June 2006, the company has signed a long-term gas supply contract with JSW Steel Ltd for supply of over 3,000 tonnes per day of gaseous oxygen, nitrogen and argon. For this purpose, the company is setting up an onsite Air Separation Unit at JSW steel works at Bellary in Karnataka. In addition, the plant will also produce liquid products to meet the growing demand from customers in Southern India. In September 2006, the Linde AG acquires the ownership of The BOC Group plc, UK, the holding company under the scheme of arrangement approved by the courts in UK. In August 2007, the company has singed a contract with GKN Sinter Metals Ltd for supply 420 Nm3 of nitrogen per hour to their Works at Pimpri, Pune for which the company is in the process of installing an onsite nitrogen generator at their Pimpri Works. They also signed a contract with Electrosteel Castings Ltd for supply of 35 tons per day of oxygen to their Works at Khardah in Kolkata, for which the company is in the process of installing an onsite oxygen generator at their Khardah Works. In October 2007, the company's Project Engineering Division has won two contracts from Steel Authority of India Ltd (SAIL) aggregating to Rs 318 crore for setting up of two Air Separation Units at their units namely Rourkela Steel Plant and IISCO Steel Plant. In May 2008, the company has commenced their production in Air Separation Unit at the Rourkela steel works of Adhunik Metaliks Ltd., which has the capacity of 100 tonnes per day. The company is in the process of setting up a merchant Air Separation Unit in the State of Himachal Pradesh as a part of their growth strategy to penetrate the markets in North India. The Air Separation Unit is expected to be commissioned in mid 2009. During the year 2012, the Company entered into an agreement for taking over the assets and gases business of Uttam Gases, comprising Uttam Air Products and Uttam Special Gases, one of the prominent players in the healthcare segment in North India. During the year, the project engineering division successfully commissioned a 2550 tonnes per day ASU at Jamshedpur for supply of gases to Tata Steel pursuant to a long-term contract with them. This plant is the largest ASU in India and is also the largest ASU of the Linde Group in South and East Asia. The division also commissioned a merchant ASU at Taloja having capacity of 450 tonnes per day of merchant products and a 1270 NM3 per hour VPSA Oxygen Plant for Vishnu Chemicals at Vizag for the Gases Division of the Company. During the year 2013, the Project Engineering Division executed several projects involving air separation plants, nitrogen plants, Pressure Reducing Stations (PRS), Compressor Air Stations in steel industry both in public and private sectors, including in overseas markets. The highlights of the Division's overseas performance was the successful supply of a 2000 tpd ASU to PT Linde Indonesia at Cilegon, Indonesia which was commissioned during the year for supply of gases to POSCO Steel works. This project was the division's first large export order, which was executed in a seamless manner along with Linde Engineering, Munich. Besides, PED has also commissioned a 64 tpd Air Separation Unit for Ceylon Oxygen Ltd. at Colombo in Sri Lanka. In the Indian markets, PED commissioned a Compressed Air System Project at SAIL - Bokaro, Nitrogen Plant Augmentation Projects at HPCL, Vizag, HPCL, Mumbai. Other than these projects, the Division has also completed execution of nitrogen plant at MRPL, Mangalore and BPCL, Dibrugarh. Besides, several nitrogen plant projects like ONGC Petro, Dahej and GAIL Pata, etc., are at different stages of execution. The Division has maintained its leadership in cryogenic nitrogen plants as well as hydrogen Pressure Swing Adsorption (PSA) plants. Commissioning activities have also started for 600 tpd Air Separation Plant at Bhushan Power and Steel, Rengali, Odisha. Besides, the Division is also constructing 2 x 1250 tpd ASU for NMDC, a 220-tpd oxygen plant for Abul Khair Steel Melting Ltd, Bangladesh, a 1000 tpd ASU for Bhushan Steel at Meramandali in Odisha. The execution of these and several other projects is progressing well. During the year 2014, the Project Engineering Division has expanded its global reach during the year with a number of export orders under execution including nitrogen generator revamp for PT. Indo Rama Ventures (Indonesia), liquid nitrogen plant sale (UNIT 50) to Medipharm East Africa Ltd. (Nairobi). The division also managed to recover fixed costs by providing engineering supervision and commissioning services to Linde Engineering Taiwan. During the year 2014, the Company commissioned its 2X853 tpd ASUs at SAIL Rourkela works. The Hyderabad 65 tpd ASU was not operational following an optimisation programme with product being outsourced from other plants. During the year 2014, the Company created differentiation in its product and service offerings by launch of 230 bar oxygen and argon cylinders in key market zones such as Bangalore, Pune and Dahej. During the year 2016, the Project Engineering Division (PED) completed major portion of the supplies for a captive 2200 tpd ASU for JSW Steel at Dolvi, which is expected to be commissioned by early 2018. The Division is in final stages of executing the ASU project at Rupganj for Linde Bangladesh Ltd. The strategic development for the Company during the year 2018 was the successful completion of the business combination between Linde AG, the ultimate holding company of the Company with Praxair, Inc. on 31 October 2018. In this respect, a legally binding Business Combination Agreement had been signed between Linde AG and Praxair, Inc. on 1 June 2017. With completion of the global merger on 31 October 2018, Linde pic, a company incorporated in Ireland has become the new holding company of both Linde AG and Praxair, Inc. and as such Linde pic is now the new ultimate holding company of your Company. During the year, as part of the approval process from various anti-trust authorities across the globe for the aforesaid business combination, Linde AG and Praxair, Inc. had in January 2018 applied to the Competition Commission of India (CCI) seeking approval for the business combination in India, pursuant to which, the CCI issued its clearance letter dated 7 September 2018 to Linde AG and Praxair, Inc. approving the proposed business combination between Linde AG and Praxair, Inc. subject to divestment of certain assets controlled by them in India. Accordingly, the Company is required to make divestiture of JSW-2 1800 tpd ASU situated at Bellary, the Company's 50% shareholding in Bellary Oxygen Company Pvt. Ltd., Hyderabad Cylinder Tilling Station (excluding the Nitrous Oxide facility) and the Chennai Cylinder Tilling Station as a part of the divestment mandated by the CCI. The Board after detailed deliberations in this regard and after considering potential benefits of the business combination and the various legal implications thereof, subject to shareholders' approval pursuant to Section 180(1) (a) of the Companies Act, 2013, granted it's in principle approval for the divestment of the aforesaid assets and also appointed an independent financial advisor for assisting Linde India in execution and carve out of the aforesaid divestment assets within the timeline set out in the CCI order. During the year 2018, the original long-term gas supply contract with Tata Steel in respect of the 1290 tonnes per day air separation unit at the customer's steel works in Jamshedpur was renewed for a further period of 10 years with effect from 1 July 2018. During the year 2018, the Company took appropriate action on war footing to carry out repair of the equipments as well as replacement of the Booster Air Compressor of the Air Separation Units (ASU) in the gases and related product segments. During the year under review, barring the breakdown of the aforesaid ASU, most of the onsite plants performed well with specific power as per or better than the plan and achieved reliability of nearly 99%. During the year 2018, the Company launched Linde's patented LIV cylinders for medical oxygen in select cities, which is getting very good response in the markets. The Company has also launched ENTONOX - an anesthetics gas, which is very useful during natural childbirth and also short-term pain relief in a range of medical procedures. During the year 2018, the Company implemented several measures to improve efficiency of the distribution function such as phasing out of low capacity tankers, introduction of 7KL tankers with flow meter for medical supplies, with the aim of reducing cost of delivery and improving billing accuracy. During the year 2018, the Project Engineering Division (PED) division won fresh orders of over Rs. 4,000 million, which mainly include large value orders for supply of cryogenic nitrogen plants with associated IA/PA system on turnkey basis. Apart from the refineries in India, the Division was also able to get export order from a customer in Bangladesh for supplying a cryogenic oxygen plant (IMPACT 3MH model). In addition, the Division has also received an order from the refinery sector for supplying a VPSA oxygen plant. During the year 2018, the Project Engineering Division (PED) division successfully commissioned 2200 tpd ASU for JSW Steel Ltd. at their Dolvi site in Maharashtra, completed supplies for 33 tpd merchant ASU for Linde Malaysia at Bintulu and several cryogenic nitrogen plants for customers in refinery sector in India and overseas, besides, Adani Mundra Port Terminal.During the year, on 24 October 2018, pursuant to the applicable regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended, The BOC Group Ltd. (The Acquirer) along with Praxair, Inc. and Linde Holdings Netherlands B.V. as persons acting in concert with the Acquirer made a public announcement for Open Offer to the public shareholders of the Company for acquisition of up to 2,13,21,056 equity shares (i.e. 25% of the paid-up share capital of the Company) held by them at an offer price of Rs. 276.09 excluding interest. The mandatory Open Offer was triggered by announcement made by Linde AG and Praxair, Inc. in connection with the merger of equals between the two companies under a new holding company, Linde pic in the year 2016. The Acquirer along with the persons acting in concert subsequently made a Detailed Public Statement to the public shareholders of the Company in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, inter alia, expressing its intention to make a voluntary delisting offer to all the public shareholders of the Company. The BOC Group Ltd. along with promoter group of the Company holding 6,39,63,167 equity shares of Rs. 10/- each aggregating to 75% of the paid-up equity share capital of the Company conveyed their intention to voluntarily delist the equity shares of the Company from the BSE Ltd. and the National Stock Exchange of India Ltd. in accordance with SEBI (Delisting of Equity Shares) Regulations, 2009. The Promoter Group's proposal for voluntary delisting offer was considered by the Board of Directors of the Company and later approved by way of a special resolution passed by the public shareholders of the Company by postal ballot. The special resolution authorized The BOC Group Ltd. to acquire up to 2,13,21,056 equity shares (i.e. 25% of the paid-up share capital of the Company) held by the public shareholders of the Company either by itself or along with any member of the promoter group as person acting in concert in accordance with the provisions of SEBI (De-listing of Equity Shares) Regulations, 2009. The public shareholders holding equity shares of the Company were invited to submit bids through a reverse book building mechanism, which commenced on 15 January and closed on 21 January 2019. Following the expiry of the bid period, the offer price discovered in terms of the SEBI Delisting Regulations was Rs. 2,025/-, which was rejected by the BOC Group Ltd. and the person acting in concert. Following this, the BOC Group Ltd. published necessary Post Offer Public Announcement for failure of the Delisting Offer and a Corrigendum to the same in newspapers for information of the shareholders of the Company. Accordingly, the Acquirer did not acquire any equity shares tendered by the public shareholders pursuant to the De-listing Offer and the equity shares of the Company continue to remain listed on the stock exchanges. In view of the failure of the voluntary delisting offer, the Open Offer process has commenced again and the Acquirer and the persons acting in concert have filed a draft letter of offer with SEBI as per regulation 5A of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Acquirer would take further steps for the mandatory Open Offer under these regulations after considering comments of the SEBI in this regard. As on 31 December 2018, the company had three loan facilities by way of external commercial borrowings (ECB) aggregating to Rs. 6,277.76 million from Linde AG. The facilities were executed mainly for funding of large air separation units (ASU) at Tata Steel Jamshedpur (2,550 tpd ASU), SAIL Rourkela (2X853 tpd ASU) and Tata Steel Kalinganagar (2X1200 tpd scale plants). All the three facilities are fully drawn down and fully hedged both with regard to the principal and interest payments. During the year, the Company made principal repayment to the tune of Rs. 2,554.76 million against these ECBs. During the year, Rs. 100 million was repaid to Linde Engineering India Pvt. Ltd. resulting in a total outstanding of Rs. 2,400 million at the year-end. During the 2019,the company has completed the divestment of its South Region Divestment Business as per the business transfer agreement signed with Air Water India Pvt Ltd. The South Region Divestment Business was divested on a slump sale and 'as is where is basis' for an aggregate sale consideration of Rs 13800 million. As on 31 December 2019,the company has one joint venture company,namely Bellary Oxygen Company Pvt Ltd. During the year 2019,the company made full repayment of loan facilities by way of External Commercial Borrowings(ECBs) aggregating to Rs 6277.76 million from Linde AG through its divestment proceeds and internal accruals.The facilities were executed mainly for funding of large air separation units at Tata Steel Jamshedpur,SAIL Rourkela and Tata Steel Kalinganagar. The company also repaid two USD denominated term loan facility availed from Citibank aggregating to USD 23.28 million and Rupee term loan of Rs 600 million out of divestment proceeds from the South Region Divestment Business. The company also repaid a Rupee term loan of Rs 1000 million from Linde Engineering India Pvt Ltd in May 2020. As on 31 December 2020,the company has two joint venture companies namely Bellary Oxygen Company Pvt Ltd and Linde South Asia Services Pvt Ltd. The Board of Directors of the Company at its meeting held on 24 March 2020, approved the execution of a Joint Venture and Shareholders Agreement ('JV&SHA') with Praxair India Private Ltd. and LSAS Services Private Ltd. Pursuant to execution of the JV&SHA, your Company holds 2,000,000 equity shares in LSAS Services Private Ltd. of Rs.10 each, being 50% of the total issued and paid up equity share capital of LSAS Services Private Ltd. with the remaining 50% being held by Praxair India Private Ltd. In view of this, LSAS Services Private Ltd. became a Joint Venture Company of your Company with effect from 24 March 2020. The Board of Directors of the Company had also approved of Linde India Ltd. entering into an O&M Services Agreement with Joint Venture Company, under which, the Joint Venture Company will render Operation and Management Services to both the joint venture partners for their respective functions including Procurement, SHEQ, Human Resources, Finance, IT, Legal, Administration, Business Development, Onsite account management, Sales & Marketing, Product Management, etc. on an arms' length basis. The name of the JV company, LSAS Services Private Ltd. was changed to Linde South Asia Services Private Ltd. w.e.f. 26 August 2020. As on 31 December 2020,the company had ZERO outstanding borrowings. The approval of the shareholders for the divestment of the Belloxy Divestment Business to Inox Air Products Pvt Ltd was obtained on 20 February 2020. However, in view of Inox AP's inability to acquire the said business, the Company had informed the same to the Hon'ble Competition Commission of India, seeking extension of the 'Hold Separate arrangement' for the balance tenure of the Gas Supply Agreement up to 14 November 2021. The CCI in its response directed the Company to update it on the divestment status, while accepting the Company's proposal for extension of Hold Separate Arrangement. The Company has subsequently accepted a binding offer from JSW Steel Ltd. for purchase of the 855 tpd plant, which is pending, as it is subject to the approval of Inox AP as per the Shareholder Agreement between Linde India Ltd. and Inox Air Products Private Ltd. With a view to prevent the spread of Covid-19, countrywide lockdown was imposed by the Government of India e?ective from 25 March 2020. Several countries across the globe had to resort to similar lockdowns for extended periods resulting in a grave disruption to humanity as well as economic activities across the globe. As the lockdown in India was extended for prolonged period till 1 June 2020, the economy had to face a very challenging times with uncertainties and complexities arising out of Covid-19. The company has on 09 February 2021,sold and disposed of land and building pertaining to its closed factory(packaged gases plant) in Diamond Harbour Road, Kolkata for an aggregate consideration of Rs 300 crore.The operation of the aforesaid factory were earlier shifted to Howrah. As on 31 December 2021, the Company had two joint ventures, Bellary Oxygen Company Private Ltd. and Linde South Asia Services Private Ltd. (formerly known as LSAS Services Private Ltd.). During the year 2021, the Company's joint venture, Bellary Oxygen Company Private Ltd. accepted JSW Steel Ltd.'s offer for purchase of the 855 tonnes per day Air Separation Unit and other related assets owned by it, which formed part of the Belloxy Divestment. On the expiry of the gas supply contract with JSW Steel Ltd. on 14 November 2021, Bellary Oxygen Company Private Ltd. signed and executed the Asset Sale Agreement with JSW Steel Ltd. and has received the consideration amount of Rs. 500 million for the transaction. The joint venture company has since handed over possession of the 855 tpd ASU and other related assets to JSW Steel Ltd. As a consequence of the above, the Hold Separate Arrangement in respect of the Belloxy Divestment came to an end. The Company thereafter filed a closure report of the Belloxy Divestment Business with CCI. The CCI in its order dated 1 February 2022 took note of the closure report and has directed the parties for informing about the liquidation of the aforesaid joint venture company. During the year 2021, the Project Engineering Division commissioned several projects, which included compressed air and nitrogen plant package for HPCL Mumbai Refinery, HMEL Bhatinda nitrogen plant chain-1, BORL oxygen VPSA, KIC Metalick Durgapur oxygen VPSA, JSW Vasind N2 & H2 plant and Meghana ghat 100 tpd ASU. In 2021, the Company acquired from HPS Gases Ltd., Vadodara its entire packaged gases business along with certain distribution assets with effect from 1 November 2021 for an aggregate cash consideration of Rs. 275 million. The Company commissioned its 2nd merchant ASU plant at Dahej with an additional incremental capacity of 250 tpd in 2024. The Project Engineering Division (PED) of the Company inaugurated a new, larger workshop in Jamshedpur in March 2024. Additionally, the Company commissioned 4 Nitrogen plants one each at Tangguh, Indonesia for CSTS, Mundra for Adani Solar, Dumad for IOCL and Vizag for HPCL, along with a VPSA for Sesa Goa.