The Securities Appellate Tribunal (SAT) has dismissed an appeal by Linde India and upheld a July 2024 order by SEBI directing the company to aggregate all related-party transactions (RPTs) with a single related party in a financial year when determining materiality, and to conduct a valuation of business allocated under a joint venture (JV) agreement.
The order was passed on December 5 by a bench comprising Presiding Officer Justice PS Dinesh Kumar and technical members Meera Swarup and Dheeraj Bhatnagar.
While dismissing Linde India’s appeal, the bench said the company’s interpretation of the rules “absurd” and one that “defeats the entire purpose of the regulation.”
SAT also backed SEBI’s finding that the geographical and product allocation of businesses between Linde India and Praxair India amounted to a related-party transaction.
It said the agreement was a “clear-cut transfer of profit-making apparatus” including assets, liabilities, intangibles, order-books and future cash flows.
The background
Industrial gas maker Linde India is a subsidiary of Linde Plc.
In 2020, it had entered into a JV and shareholders’ agreement with Praxair India and Linde South Asia Services, following the global merger of Linde AG and Praxair. The agreement divided business territories, giving Linde India eastern, northern and western India, while Praxair India received southern and central regions, and several product lines, including CO₂ and HYCO.
In 2019, when Linde India had sought shareholder approval for all RPTs for 2021-23, it had said the aggregate transactions with Praxair India and the JV entity could cross SEBI’s materiality thresholds.
Public shareholders rejected the proposal, after which the company took the view—based on legal advice—that only transactions within a single contract needed to be aggregated. Investor complaints triggered SEBI investigation and the subsequent order.
Published on December 10, 2025
