Linde India : Compliance Report-Dec-2021

Quarterly Compliance Report on Corporate Governance

1. Name of Listed Entity: Linde India Limited
2. Quarter ending: 31 December 2021

I.	Composition of Board of Directors
(Mr./	Name of	PAN $	Category	Date of	Date of	Tenure*	No. of	No. of	No. of	No. of post of
Ms.)	the	& DIN	(Chairperson/Execut	Birth	Initial		Directorship	Independent	memberships	Chairperson
	Director		ive/		Appointment		in listed	Directorship	in Audit/	in Audit/
			Non-Executive/		/Date of re-		entities	in listed	Stakeholder	Stakeholder
			independent/Nomin		appointment		including	entities	Committee(s)	Committee
			ee) &		/Date of		this listed	including this	including this	held in listed
					cessation		entity	listed entity	listed entity	entities
							(Refer	(Refer	(Refer Reg.	including this
							Reg.17A	Reg.17A (1)	26(1) of	listed entity
							(1) of Listing	of Listing	Listing	(Refer Reg.
							Regulations)	Regulations)	Regulations) #	26(1) of
										Listing Reg.#
Mr	Robert	PAN -	Non-Executive Non-	07/11/1962	28/06/2019	N.A.	1	0	Audit - 1	0
.	John	N.A.	Independent
	Hughes	DIN -
Mr.	Abhijit	PAN -	Executive -Managing	06/12/1967	07/06/2019	N.A.	1	0	Stakeholder -	0
	Banerjee	ACWPB2	Director						1
		656H
		DIN -
Mr.	Arun	PAN -	Non-Executive -	25/07/1950	01/10/2014	87 months;	1^	1	Audit - 3	Audit - 1
	Balakrishnan	ABVPB19	Independent		01/10/2019	Appointed for
		17F			a term of 5			Stakeholder -	Stakeholder -
		DIN -				consecutive			1	1
					years w.e.f.
		0013024
					01/10/2019
		1
Mr.	Jyotin	PAN -	Non-Executive -	16/02/1958	01/10/2014	87 months;	3^	3	Audit - 8	Audit - 4
	Kantilal	AAHPM2	Independent		01/10/2019	Appointed for
	Mehta	575M			a term of 5			Stakeholder -	Stakeholder-1
		DIN -				consecutive			2
					years w.e.f.
		0003351
					01/10/2019
		8
Ms.	Shalini Sarin	PAN -	Non-Executive -	15/06/1965	10/07/2018	41 months;	3^	3	Audit - 2	0
		ABKPS68	Independent			Appointed for
		67L				a term of 5
		DIN -				consecutive
					years w.e.f.
		0660452
					10/07/2018
		9
Ms.	Mannu	PAN -	Non-Executive	25/02/1976	29/07/2021	N.A.	1	0	0	0
	Sanganeria	ATBPS82
		21R
		DIN-

# Includes committee position in listed & unlisted public limited companies.

^ Excludes directorships in unlisted public limited and private limited companies.

$PAN number of any director would not be displayed on the website of Stock Exchange

&Category of director means executive/non-executive/independent/nominee. If a Director fits into more than one category write all categories separating with hyphen

*to be filled only for Independent Director. Tenure would mean total period (in months) from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.

Note:Passing of Special Resolution under Regulation 17 (1A) of Listing Regulations, 2015 - Not Applicable

Registered Office

Linde India Limited	Phone [phone]
Oxygen House, P43 Taratala Road	Fax [phone]
Kolkata 700 088, India	[e-mail]
CIN L40200WB1935PLC008184	www.linde.in

II.	Composition of Committees
Name of Committee	Name of Committee	Category (Chairperson/Executive/	Date of Appointment
		Members	Non- Executive/independent/Nominee)&
Audit Committee	Mr. Jyotin Mehta	Chairman/Independent	19/11/2001
		Mr. Arun Balakrishnan	Independent	09/02/2012
		Dr. Shalini Sarin	Independent	23/07/2018
		Mr. Robert John Hughes	Non-Executive	23/07/2019
Nomination & Remuneration Committee	Mr. Arun Balakrishnan	Chairman/Independent	09/02/2012
		Mr. Jyotin Mehta	Independent	18/10/2011
		Mr. Robert John Hughes	Non-Executive	23/07/2019
Risk Management Committee	Mr. Arun Balakrishnan	Chairman/Independent	22/03/2019
		Mr. Jyotin Mehta	Independent	22/03/2019
		Mr. Abhijit Banerjee	Executive (Managing Director)	07/06/2019
Stakeholders' Relationship Committee	Mr. Arun Balakrishnan	Chairman/Independent	23/07/2018
		Mr. Jyotin Mehta	Independent	08/10/2004
		Mr. Abhijit Banerjee	Executive (Managing Director)	07/06/2019
Corporate Social Responsibility Committee	Dr. Shalini Sarin	Chairperson/Independent	23/07/2018
		Mr. Arun Balakrishnan	Independent	07/02/2014
		Mr. Abhijit Banerjee	Executive (Managing Director)	07/06/2019

&Category of directors means Executive/Non-executive/Independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen

III. Meeting of Board of Directors

Date(s) of Meeting (if any)		Date(s) of Meeting (if any)	Whether requirement of	No. of Directors	No. of Independent	Maximum gap between
in the previous quarter		in the relevant quarter	Quorum met (details)	present	Directors present	any two consecutive
(Jul - Sept 2021)		(Oct - Dec 2021)				meetings in no. of days
29 July 2021		1 October 2021	Yes (All members present)	Six	Three	93 (Ninety-three)
10 August 2021		12 November 2021	Yes (All members present)	Six	Three
		15 December 2021	Yes (All members present)	Six	Three
IV. Meeting of Committees
Date(s) of meeting of the		Date(s) of meeting of the	Whether requirement of	No. of Directors	No. of Independent	Maximum gap between
committee in the previous		committee in relevant	Quorum met (details)	present	Directors present	any two consecutive
quarter (Jul - Sept 2021)		quarter (Oct - Dec 2021)				meetings in no. of days*
Audit Committee
10 August 2021		1 October 2021	Yes (All members present)	Four	Three	51 (Fifty-one)
		12 November 2021	Yes (All members present)	Four	Three
Nomination & Remuneration Committee
Nil		12 November 2021	Yes (All members present)	Three	Two	Not Applicable
Stakeholders Relationship Committee
Nil		1 October 2021	Yes (All members present)	Three	Two	Not Applicable
Corporate Social Responsibility Committee
Nil		12 November 2021	Yes (All members present)	Three	Two	Not Applicable
Risk Management Committee
Nil		12 November 2021	Yes (All members present)	Three	Two	Not Applicable
*This information has to be mandatorily given for audit committee, for rest of the committees giving this information is optional.
Registered Office
Linde India Limited		Phone [phone]
Oxygen House, P43 Taratala Road	Fax [phone]
Kolkata 700 088, India	[e-mail]
CIN L40200WB1935PLC008184	www.linde.in

V.	Related Party Transactions
Subject		Compliance status (Yes/No/NA) refer note below
Whether prior approval of audit committee obtained	Yes
Whether shareholder approval obtained for material RPT	N/A
Whether details of RPT entered into pursuant to omnibus approval have	Yes
been reviewed by Audit Committee

There were no related party transactions during the period 1 October 2021 - 31 December 2021, which are material in nature.

Note

1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated.
2. If status is "No" details of non-compliance may be given here.

VI. Affirmations

1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - Yes
2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Yes
3. 1. Audit Committee
   2. Nomination & Remuneration Committee
   3. Stakeholders Relationship Committee
   4. Risk Management Committee
4. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - Yes
5. The meetings of the Board of Directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - Yes
6. This report and/or the report submitted in the previous quarter have been placed before the Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here: The Compliance Report on Corporate Governance for the quarter ended 30 September 2021 was placed and noted by the Board of Directors at its meeting held on 12 November 2021.

Pawan Marda

Director - Corporate Affairs & Company Secretary

Registered Office

Linde India Limited	Phone [phone]
Oxygen House, P43 Taratala Road	Fax [phone]
Kolkata 700 088, India	[e-mail]
CIN L40200WB1935PLC008184	www.linde.in

Compliance Report on Corporate Governance for the Financial Year 2021

I. Disclosure on website in terms of Listing Regulations

Item		Compliance status (Yes/No/NA)
		refer note below
As per Regulation 46(2) of the Listing Regulations, 2015
Details of business		Yes
Terms and conditions of appointment of independent directors	Yes
Composition of various committees of board of directors	Yes
Code of conduct of board of directors and senior management personnel	Yes
Details of establishment of vigil mechanism/ Whistle Blower policy	Yes
Criteria of making payments to non-executive directors	Yes
Policy on dealing with related party transactions		Yes
Policy for determining 'material' subsidiaries		N.A.
Details of familiarization programmes imparted to independent directors	Yes
Contact information of the designated officials of the listed entity who are responsible	Yes
for assisting and handling investor grievances
e-mail address for grievance redressal and other relevant details	Yes
Financial results		Yes
Shareholding pattern		Yes
Details of agreements entered into with the media companies and/or their associates	N.A.
Schedule of analyst or institutional investor meet and presentations made by the listed	Yes
entity to analysts or institutional investors simultaneously with submission to stock
exchange
New name and the old name of the listed entity		Yes
Advertisements as per regulation 47 (1)		Yes
Credit rating or revision in credit rating obtained by the entity for all its	Yes
outstanding instruments
Separate audited financial statements of each subsidiary of the listed entity	N.A.
in respect of a relevant financial year
As per other Regulations of Listing Regulations, 2015
Whether company has provided information under separate section on its website as	Yes
per Regulation 46(2)
Materiality Policy as per Regulation 30		Yes
Dividend Distribution policy as per Regulation 43A (as applicable)	Yes
It is certified that these contents on the website of the Company are correct.	Yes
Registered Office
Linde India Limited	Phone [phone]
Oxygen House, P43 Taratala Road	Fax [phone]
Kolkata 700 088, India	[e-mail]
CIN L40200WB1935PLC008184	www.linde.in

II. Annual Affirmations

Particulars		Regulation Number	Compliance status (Yes/No/NA)
			refer note below
Independent director(s) have been appointed in terms of	16(1)(b) & 25(6)	Yes
specified criteria of 'independence' and/or 'eligibility'
Board composition		17(1), 17 (1A) & 17 (1B)	Yes
Meeting of Board of directors		17(2)	Yes
Quorum of Board Meeting		17(2A)	Yes
Review of Compliance Reports		17(3)	Yes
Plans for orderly succession for appointments		17(4)	Yes
Code of Conduct		17(5)	Yes
Fees/compensation		17(6)	Yes
Minimum Information		17(7)	Yes
Compliance Certificate		17(8)	Yes
Risk Assessment & Management		17(9)	Yes
Performance Evaluation of Independent Directors	17(10)	Yes
Recommendation of Board		17(11)	Yes
Maximum No. of Directorships		17(A)	Yes
Composition of Audit Committee		18(1)	Yes
Meeting of Audit Committee		18(2)	Yes
Composition of Nomination & Remuneration committee	19(1) & (2)	Yes
Quorum of Nomination & Remuneration	committee	19(2A)	Yes
Meeting
Meeting of Nomination & Remuneration committee	19(3A)	Yes
Composition of Stakeholder Relationship Committee	20(1) ,(2) & 20(2A)	Yes
Meeting of Stakeholder Relationship Committee	20(3A)	Yes
Composition and role of Risk Management Committee	21(1),(2),(3),(4)	Yes
Meeting of Risk Management Committee		21(3A)	Yes
Vigil Mechanism		22	Yes
Policy for Related Party Transaction		23(1), (1A), (5),(6),(7) & (8)	Yes
Prior or Omnibus approval of Audit Committee for all	23(2), (3)	Yes
Related Party Transactions
Approval for material related party transactions	23(4)	N.A.
Disclosure of related party transactions on consolidated	23(9)	Yes
basis
Composition of Board of Directors of unlisted material	24(1)	The Company does not have any
Subsidiary			subsidiary
Other Corporate Governance requirements with respect	24(2),(3),(4),(5) & (6)	The Company does not have any
to subsidiary of listed entity			subsidiary
Registered Office
Linde India Limited	Phone [phone]
Oxygen House, P43 Taratala Road	Fax [phone]
Kolkata 700 088, India	[e-mail]
CIN L40200WB1935PLC008184	www.linde.in