Directors Report of Linde India Ltd.

Mar 31, 2023

The Directors have pleasure in submitting their Report together with the Audited Financial Statements of your Company for the 15 months period ended 31 March 2023 (1 January 2022 to 31 March 2023):

The Company''s standalone financial performance for the 15 months period ended 31 March 2023 is summarized below:

In Rupees million	15 months ended 31 Mar 2023	Year ended 31 Dec 2021
Revenue from operations	31,355.20	21,119.58
Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA)	8,729.41	6,012.51
Less: Depreciation and amortisation expense (including impairment)	2,528.65	1,813.67
Earnings before interest and tax (EBIT)	6,200.76	4,198.84
Less: Finance cost	56.56	30.54
Profit before tax (PBT) before exceptional item	6,144.20	4,168.30
Add: Exceptional items	-	2,944.26
Profit before tax (PBT) after exceptional item	6,144.20	7,112.56
Tax Expense	786.49	1,973.12
Net Profit for the period (after tax) (A)	5,357.71	5,139.44
Total Other Comprehensive Income for the year (B)	6.56	(10.57)
Total Comprehensive Income for the year (C)=(A) (B)	5,364.27	5,128.87
Movement in Equity
Retained earnings opening balance brought forward	18,086.25	13,215.88
Add: Net Profit for the year	5,357.71	5,139.44
Less: Other comprehensive income recognised in retained earnings (net of taxes)	6.53	(13.22)
Profit available for appropriation (D)	23,450.49	18,342.10
Appropriations: Dividend on Equity share paid during the year# (E)	(1,151.34)	(255.85)
Retained earnings closing balance carried forward (F)= (D)- (E)	22,299.15	18,086.25

#Pertains to dividend for the financial year 2021 @ 135% including special dividend (Previous year @ 30% for the financial year 2020) on 85,284,223 equity shares of Rs.10/- each.

Financial Performance for the 15 months period ended 31 March 2023

Your Company has recorded total revenue from operations of Rs. 31,355 million during the 15 months period ended 31 March 2023 as compared to Rs. 21,120 million achieved in the previous financial year ended 31 December 2021 (FY 2021), clocking an impressive growth of 48.5% as compared to FY 2021. While the Gases revenues grew by 33.3% from Rs. 16,611 million to Rs. 22,144 million, the revenues of Project Engineering Division doubled from Rs. 4,509 million to Rs.9,211 million in the 15 months period ended 31 March 2023.

Comparing the performance to similar period of 12 months ended 31 December 2022 vis-a-vis 31 December 2021, the total revenue from operations stood at Rs. 25,053 million as compared to Rs. 21,120 million in FY 2021, reflecting a handsome double-digit growth of 18.6%. While the Gases revenues grew by 3.9% from Rs.16,611 million to Rs. 17,257 million, the revenues of Project Engineering Division increased by 72.9% from Rs. 4,509 million to Rs. 7,796 million during the same period.

The growth in Gases revenue was driven by higher merchant liquid demand in line with economic recovery, increase in gas consumption by steel sector and higher helium & special products business. Our Project Engineering business continues to perform strongly with healthy order book position supporting mainly steel, refineries, and electronics sectors.

During the period under review, your Company achieved earnings before interest, depreciation and amortisation (EBITDA) of Rs. 8,729 million as compared to Rs. 6,013 million in FY 2021, representing a growth of 45.2%. This increase in operating profit vis-a-vis FY 2021 was due to strong growth in merchant volume mainly liquid nitrogen and liquid argon and pricing discipline. The onsite segment also recorded higher gas demand and successful pass through of cost inflations. The Packaged Gases business shows traction across all industrial products and special gas products together with high helium pricing across the globe. Resilient prices in the Company''s Healthcare segment helped to mitigate lower volumes in comparison to last year''s Covid driven high Oxygen demand. Other key factors driving improved profitability are the cost productivity & optimisation measures. On twelve months comparison for FY 2021 and period ended 31 December 2022, the EBITDA grew by Rs. 642 million from Rs. 6,013 million in 2021 to Rs. 6,655 million in 2022, representing an increase of 10.7%.

The total depreciation for the period under review stood at Rs. 2,529 million, which was higher by Rs. 715 million as compared to FY 2021, due to longer period impact, progressive capitalization of spend and impairment of idle assets.

The Company has elected to exercise the lower tax rate of 22% (effective rate of 25.168%) permitted under the new tax rate regime under Section 115BAA of the Income Tax Act, 1961 for the year beginning 1 April 2022 resulting in lower tax expense and re-measurement of deferred tax liabilities.

Profit after tax (PAT) for the period under review amounted to Rs. 5,358 million vis-a-vis Rs.5,139 million for FY 2021 which included a pre-tax exceptional profit of Rs. 2,944 million from the sale of land in Kolkata.

On twelve months comparison, PAT stood at Rs.4,370 million against Rs. 5,139 million in FY 2021which included a pre-tax exceptional item of Rs. 2,944 million. However, PAT (pre-exceptional) performance reflects a robust growth of Rs.1,489 million from Rs. 2,881 million in FY 2021 to Rs. 4,370 million during the twelve months period ended 31 December 2022.

Change in Financial Year

The Board of Directors had at its meeting held on 14 November 2022, approved the change in Financial Year of the Company from existing "1 January to 31 December" to "1 April to 31 March" in order to avoid preparation of two sets of Audited Financial Statements - one as per the Calendar Year (Accounting Year) and the other as per the Financial Year (April - March) for Income Tax purposes, which was requiring a lot of management time and substantial efforts, at various levels every year. The Regional Director - Eastern Region, Ministry of Corporate Affairs had vide its Order dated 29 March 2023, approved the Company''s application for change in its Financial Year from Calendar Year (January - December) to uniform Financial Year (April - March). Consequently, the current Financial Year of the Company comprised of 15 months period from 1 January 2022 to 31 March 2023 and thereafter from 1 April every year to 31 March of the subsequent year.

Accordingly, the Directors'' Report together with all its Annexures, Audited Financial Statements both Standalone and Consolidated and Auditors'' Report have been prepared for the 15 months period from 1 January 2022 to 31 March 2023.

Dividend

Your Board has recommended a dividend of 120% (Rs. 12/- per equity share) which comprises of a normal dividend of 45% (Rs. 4.50/- per equity share) and a special dividend of 75% (i.e., Rs. 7.50/- per equity share) on 85,284,223 equity shares of Rs.10/ each in the Company for the 15 months period ended 31 March 2023, as against a dividend of 135% (Rs.13.50 per equity share) for the year ended 31 December 2021, which comprised of a normal dividend of 35% (Rs.3.50 per equity share) and a special dividend of 100% (Rs. 10/- per equity share).

The Board''s recommendation for dividend has been made after considering the sustainability of the operating performance and cash flow position of the Company and is in line with its Dividend Distribution Policy. The dividend is subject to the approval of the

shareholders at the ensuing 87th Annual General Meeting scheduled to be held on Thursday, 17 August 2023 and will be paid to the Members whose names appear in the Register of Members on the date of the Book Closure fixed for this purpose. This dividend will result in cash outgo of Rs. 1,023.41 million as compared to Rs. 1,151.34 million in FY 2021. The dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source as per the provisions of the Income Tax Act, 1961.

The Board has not recommended any transfer to general reserves from the profits during the period under review.

The Dividend Distribution Policy is annexed to this report and is also available on the Company''s website at https://www.linde-gas.in/ en/images/Dividend%20Distribution%20Policy_%28FINAL%29%20 LIL_tcm526-660614.pdf [Annexure 1]

Consolidated Financial Statements

Although the Company does not have any subsidiary, as per the requirement of Section 129(3) of the Companies Act, 2013 and the applicable Indian Accounting Standard 110 issued by the Institute of Chartered Accountants of India, your Company has prepared consolidated financial statements for the 15 months period ended 31 March 2023 together with its joint venture company, viz. Linde South Asia Services Private Ltd. (earlier known as LSAS Services Private Ltd.). The said consolidated financial statements of the Company form part of the Annual Report. The Company also has two Associates as on 31 March 2023, viz. Avaada MHYavat Pvt. Ltd. and FPEL Surya Pvt. Ltd. The financials of said Associates have not been consolidated with the financials of the Company for the reasons more specifically explained in Note 1 of the Notes to the Consolidated Financials Statements forming part of this Annual Report. Since the Company does not have a subsidiary, the compliance under Section 136 about separate financial statements do not apply to it.

Details of Joint Venture and Associate Companies

As on 31 March 2023, the Company had two joint ventures and two associates respectively, whose details are provided below:

Joint Ventures

Bellary Oxygen Company Private Ltd.

Bellary Oxygen Company Private Ltd. is a joint venture of the Company in the gases business with Inox Air Products Private Ltd. as the other JV partner and both JV partners own 50% of the issued and paid up share capital of the joint venture company. The said joint venture company operated an 855 tpd Air Separation Unit at Bellary, Karnataka for supply of gases under a long-term gas supply agreement to JSW Steel Ltd.''s works at Bellary. As mentioned in the earlier Annual Reports of the previous years in the update on Belloxy Divestment Business, upon 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. Your Company has subsequently filed the closure report with the CCI and it is proposed to liquidate the joint venture company. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the joint venture company in the prescribed Form AOC-1 is annexed to this report. [Annexure 2]

Linde South Asia Services Private Ltd. (formerly known as LSAS Services Private Ltd.)

Linde South Asia Services Private Ltd. is a Joint Venture company between Linde India Ltd. and Praxair India Private Ltd., with both the JV partners owning 50% each of its total issued and paid-up equity share capital. Linde South Asia and Management Services Agreement with both the JV partners, under which, the Joint Venture Company renders O&M Services to both Linde India Ltd. and Praxair India Private Ltd., which consists of carrying out all support services relating to functions such as Procurement, SHEQ, Human Resources, Finance, IT, Legal, Administration, Business Development, Onsite account management, Sales & Marketing, Product Management, etc. on an arms'' length basis.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the joint venture companies in the prescribed Form AOC-1 is annexed to this report. [Annexure 2]

Associates

Avaada MHYavat Private Ltd.

Avaada MHYavat Private Ltd. was incorporated on 3 December 2019 in the name and style of ''Avaada HNSirsa Private Limited''. The name of the Company was changed from ''Avaada HNSirsa Private Limited'' to ''Avaada MHYavat Private Limited'' in the year 2021. The Company is engaged in the business of establishing, commissioning, setting up, operating and generation of electricity through renewable energy sources such as wind, solar, bio-mass, hydro, geothermal, co-generation and/or any other means in India or elsewhere, including transmission, distribution, supply and sale of such power either directly or through transmission lines and facilities of Central/ State Governments or Private Companies or Electricity Boards to industries and to Central/ State Government and other consumers of electricity including captive consumption. Your Company has invested a sum of Rs. 114 million towards subscription of 11,375,000 equity shares of Avaada MHYavat Private Ltd. representing 26% of the total paid-up capital of the said Associate. These investments were made with an objective to purchase renewable power under captive mechanism, resulting in a lower tariff, consequent cost savings and reduction in carbon footprints of the Company.

FPEL Surya Private Ltd.

FPEL Surya Private Ltd. was incorporated on 11 September 2021 and is engaged in the business of establishing, commissioning, setting operation and generation of electricity through renewable energy source such as wind, solar, and/or any other means in India or elsewhere, including transmission, distribution, supply and sale of

such power either directly or through transmission lines and facilities of Central/State Governments or Private Companies or Electricity Board to industries and to Central/State Government and other consumers of electricity including captive consumption. Your Company has invested a sum of Rs. 76.95 million towards subscription of 15,39,000 equity shares of FPEL Surya Private Ltd. representing 26% of the total paid-up capital of the said Associate. These investments were also made with an objective to purchase renewable power under captive mechanism, resulting in a lower tariff and consequent cost savings.

Business Segments

Your Company''s business has two broad segments, viz. Gases & Related Products and Project Engineering in line with the operating model of the Linde Plc Group. The details about these business segments together with the industry developments are given below:

Gases & Related Products

The Gases & Related Products segment comprises of pipeline gas supplies (Onsite) to large industrial customers, mainly the primary steel, glass and chemical industries, supply of liquefied gases through Cryogenic tankers (Bulk) to cater to mid-size demands across a wide range of industrial sectors and compressed gas supply in cylinders (Packaged Gas) for meeting smaller demand for gases mainly across fabrication, manufacturing and construction industry. The primary production of gases (oxygen, nitrogen and argon) is mostly achieved through cryogenic distillation of air in Air Separation Units (ASU). Oxygen, Nitrogen and Argon can also be produced in the gaseous state and supplied through pipeline to the Onsite customers or produced in liquid form and stored in insulated cryogenic tanks for supply to Bulk customers or further processed in the Packaged Gas plants to bottle compressed gas in cylinders. The strategy of the bulk and packaged gas business continues to focus on building density and sustaining market leadership through application led gas sales and enhanced service levels. The Healthcare business, an important part of the Gases business, provides high quality gases for pharmaceutical use such as medical oxygen, synthetic air and nitrous oxide in addition to providing state of the art medical gas distribution systems to major hospitals.

Industry Update

In 2022, as the world was recovering from pandemic-induced contraction, the Russia-Ukraine conflict, and inflation, the Indian economy was staging a broad-based recovery across sectors, positioning itself to resume pre-pandemic growth. While the global giants experienced high inflation in 2022 for the first time in three to four decades, India saw relatively lower inflation rates. Indian Rupee performed well compared to other Emerging Market Economies in April-December 2022. RBI''s shift towards a monetary tightening cycle since April 2022 helped guide the trajectory of inflation in the country.

The Indian government took several steps to encourage domestic pharmaceutical drug manufacturing, including financial outlay in bulk drugs and medical devices to reduce reliance on imports. In addition, the government approved a PLI scheme for 16 plants producing key starting materials (KSMs), drug intermediates, and active pharmaceutical ingredients (APIs).

India is targeting to be the 3^rd largest economy by 2030 overtaking Japan and Germany. According to Department for Promotion of Industry and Internal Trade (DPIIT), India received a total foreign direct investment (FDI) inflow of US$ 58.77 billion in FY 2021-22. It is estimated that 1.4 million medical tourists have visited India in 2022 as the country positions itself as a global health destination.

India made the Net Zero Pledge, promising to achieve net zero emissions by 2070. As of 2022, installed solar power capacity (under the National Solar Mission) stood at 61.6 GW. The government had sanctioned the entire target capacity of 40 GW for the development of 59 Solar Parks in 16 states as of September 2022.

Steel sector: India ranks as the world''s second-largest producer of steel with this industry alone accounting for a significant portion of the nation''s GDP. Steel industry has emerged as a focus area due to expected rise in domestic consumption due to increased infrastructure construction and thriving automobile and railway sectors. In FY 2022, the production of crude steel and finished steel stood at 133.6 MT and 120 MT, respectively. India''s steel export rose by 25.1% year-on-year and stood at 13.49 MT. Export duty on Iron ore concentrates and pellets was raised to 50% and 45% respectively along with 15% export duty on pig iron to reduce the prices of steel in India by 15- 25%.

As a part of Glasgow commitments to achieve net zero emission by 2070, Ministry of Steel has taken multiple initiatives to decarbonize and improve resource efficiency of the Steel sector such as exploring Low Carbon Steel manufacture, Green Hydrogen usage in Steel making, Carbon capture, Storage and Utilization (CCUs), etc.

Domestic Steel is growing at a fast pace which augurs well for the Onsite business and Merchant business in addition to the cascading effects in other sectors. We expect the robust growth to continue at the same levels with the current support and focus from the central government.

Automotive sector: India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second largest bus manufacturer and third largest heavy truck manufacturer in the world. India''s annual production of automobiles in FY 2022 was 22.93 million vehicles. In FY 2022, total automobile exports from India stood at 5.60 million vehicles. India has a significant cost advantage, as automobile firms save 10-25% on operations vis-a-vis Europe and Latin America. In FY 2022, the Indian passenger car market was valued at US$ 32.70 billion (5.62 million units) with passenger vehicle sales reaching 3.07 million.

In Union Budget 2023-24 presented on 1 February 2023, adequate funds have been allocated for scrapping of old vehicles of Central and State Government. Replacing old polluting vehicles is indicated as an important part of greener economy.

The Indian automobile industry contributes significant portion of India''s GDP. The auto components industry provides direct employment to 1.50 million people. This sector registered a CAGR of 6.35% and was

valued at US$ 56.50 billion in FY 2022. As per Automobile Component Manufacturers Association (ACMA) forecast, auto component exports from India is expected to reach US$ 30 million by 2026.

The government aims to develop India as a global manufacturing and research and development (R&D) hub for automotive sector. It has set up National Automotive Testing and R&D Infrastructure Project (NATRiP) to act as a facilitator between government and the automotive sector. Government is also working to create an integrated electric vehicle (EV) mobility ecosystem with a low carbon footprint and high passenger density with an emphasis on urban transportation reform.

The Indian vehicle export is targeted to increase by five times over 2016-26. The electric vehicle industry in India is picking pace with 100% FDI possible, new manufacturing hubs, and increased push to improving charging infrastructure. EV sales have surged more than 2,218 percent over the past three years, with over 4,42,901 electric cars sold in FY 2023 (till 9 December), as compared to 19,100 sold in FY 2020.

The Indian government has planned US$ 3.50 billion in incentives over a five-year period until 2026 under a revamped scheme to encourage production and export of clean technology vehicles. Initiatives like Make in India, the Automotive Mission Plan 2026, and NEMMP 2020 will be a net positive for the sector.

Owing to the low penetration of passenger vehicles in the market, there is expected to be further growth in this segment boosting robust sales growth of Argon.

Electronics Sector: The PLI for semiconductor manufacturing was set at approx. US$ 10 billion, with the goal of making India one of the world''s major producers of the components. This has attracted investments from large conglomerates including global majors in the electronics/ semiconductors segment keen to setup finished products and chip manufacturing plants in India aided by the favourable investment climate and through a longer-term China Plus One policy.

After a sharp rise in the export of mobile phones, the export of electronic goods is now on the rise. Over US$ 11 billion worth of mobile phones were exported last fiscal year. According to data made public by the commerce department, the exports of electronic goods may have risen by more than 50% to US$ 23.60 billion in the fiscal year 2022-23. As per the report, electronic goods were the sixth-biggest item in the basket. Due to the government''s efforts to increase mobile phone production in India, electronic exports have increased significantly in recent years. This manufacturing includes marquee devices like Apple''s iPhones.

With the impetus and thrust from the government on the semiconductor segment, we see a positive impact on all lines of business going forward.

Application Technologies: A key factor in the growth of MPG business has been new wins based on diverse Application Technologies. New

wins in the Iron and Steel, Secondary Copper, and Secondary Lead and Manufacturing Industry segments continued to increase in 2022, just like previous years. Fuel savings, decarbonization and cost saving are the main drivers. The consumption pattern since Covid has changed, with more people consuming packaged and processed foods. As a result, the Ready to Cook and Ready to Eat segment''s PSO for bottom chilling and cryo freezing received first-time awards. The market for nitrogen dosing has also expanded from packaged water to edible oils and energy drinks. New gas applications for cutting gas and tyre curing are now undergoing testing.

Crude oil prices: Crude oil prices have been stable across towards the end of 2022 and early 2023. According to the data released by Department for Promotion of Industry and Internal Trade (DPIIT), FDI inflows in India''s petroleum and natural gas sector stood at US$ 7.98 billion between April 2000-March 2022.

Gases Performance

The Company continued to optimize plant operations with a view to improve specific power in various plants on an ongoing basis. Productivity initiatives were taken up at various sites to improve profitability. 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 unit in Selaqui starting from Q4 2023-24. The Company is also installing rooftop solar panels in some of its sites where feasible. It has plans to tie up renewable sources of energy on long term basis at its Rourkela plant sites, while exploring other sites as well.

The drive for the improvement in efficiency continued in 2022 also and several specific power reduction projects were carried out across the sites resulting in savings of more than 850kW. Loss reduction projects were also successfully undertaken at some sites.

Merchant Bulk business witnessed an 8% increase in revenues against FY 2021. Growth in pharma has helped drive up Nitrogen volumes. Increased Oxygen and Nitrogen sales were catered to due to a spike in requirement from Steel and Refinery segment. Regularization of Argon volumes across the country post two consecutive years of slowdown in the automobile and metal fabrication segments was also established. There was a strong growth in ceramics, ampules and specialty chemicals aiding business growth.

Uninterrupted medical oxygen supply to hospitals associated with Linde India Ltd. has been the key driver of the Healthcare business. Keeping this core objective at the heart of everything we do, Linde India Ltd. has installed/enhanced multiple Liquid Medical Oxygen installations and healthcare PSA installations across the country. The healthcare team consistently works towards anticipating customer needs and has extended the promotion of ENTONOX® - Linde''s patented mixture of Nitrous Oxide and Oxygen as analgesic and anxiolytic agent to colonoscopy in addition to pain managed normal childbirth. Your Company has introduced a new product - NOxBOXi®, NO therapy system

mainly used for organ transplant and treatment of respiratory distress in newborns.

Healthcare business revenue was 22% lower than FY 2021 on account of regular volumes returning post the pandemic-driven spike seen in FY 2021. The Company has extended its medical gas pipeline system into private hospitals as well together with fresh orders, expanded geographic footprint for LIV cylinder facility in West and East India and widened customer reach with participation in several healthcare symposiums and exhibitions.

Industrial Products reported an increase of 32% on account of increased industrial activity for production backlog clearance and inorganic growth effect. Some of the key initiatives undertaken in the year included:

• successful commercialization of the HPS Gases plant at Vadodara which was acquired in FY 2021, reaching out to a newer customer base.

• setting up of first-ever women operated packaged gases facility in Trichy, Tamil Nadu.

• continuation of the growth agenda with focus on high margin products and Minibulk installations for longer customer relationships.

The Specialty Gas business reported an annual growth of 18% against FY 2021. Post some initial supply shocks due to the Russia-Ukraine conflict, the supply chain has stabilized towards end of FY 2022 with a robust growth outlook. The Company has increased its focus on the growing segment of ophthalmic mixes. The Company commissioned a 300 Bar Helium filling at its Taloja helium trans-fill facility.

Post the investment approval for a new ASU in Dahej last year, the Company also received an investment approval for a new ASU in Ludhiana, Punjab for growth into the under-served secondary steel, metfab & pharma market. Both investments (approx. 500 tpd) are expected to get commercialized within FY 2023. Leveraging its strong footprint in the steel sector, your Company won orders for setting up ASUs at ESL Steel Limited, Bokaro and Jindal Stainless Limited, Kalinganagar. This is further expected to cement our position in East India, taken together (approx. 2,200 tpd). For strengthening our presence in the semiconductor segment, the Company is setting up a high purity Nitrous Oxide facility at its existing Hyderabad plant.

Customer Experience

Linde India Gases business is committed to providing best-in-class Customer Experience (CX) in the industry. In today''s highly competitive, complex and customer-centric world, the Company focuses on every opportunity to understand & action the expectations of our customers. We are able to harness this knowledge to achieve a sustainable competitive advantage through our first in industry, Customer Experience Program. The Company endeavours to Acknowledge, Respond & Resolve every customer concern. We made sure to keep pace with Industry best practices & evaluate ourselves around global metrics like Net Promoter Score (NPS), Customer Effort Score (CES) &

Customer Satisfaction Index (CSI). What the customers think, feel & perceive about us is our only reality & the Company decided not only to hear them out but also to take action on all the insights that we identify.

In FY 2022, the Company conducted a pan-India Customer Experience Survey across its various businesses to measure CX. It is an encouraging fact for us that we improved our performance on all the metrics. Our Customer Effort Score (CES) improved by 2%, our Net Promoter Score (NPS) by 14% over FY 2021 survey scores for its MPG business. Our overall Customer Satisfaction Index (CSI) improved by 2% over FY 2021

The Company''s Gases business was audited for ISO 10002:2018 & ISO 10004:2018 compliance for its Customer Experience program in January 2023. This was the fourth year in a row for the Company to have successfully completed this audit for renewal of the certificate.

Distribution

The Distribution function, which takes care of the supply chain in the Gases business is key to its strategy. As mentioned in earlier years, the supply chain requires significant investments in the form of distribution assets and storage networks to service bulk volumes as well as in the form of cylinders to service relatively smaller volumes in the packaged gases business.

Transport Safety remains a challenge area and the Company has given high priority to this with a view to overcome and mitigate the safety risks involved in distribution of products. Taking the safety journey forward, your Company has upgraded the Transport Operation Center (TOC) for more focused monitoring and enhanced the training protocol for the Distribution crew. Since last few years, all our vehicles are equipped with five sets of cameras covering the entire periphery of the vehicle and one set of Fatigue & Distraction AI enabled camera to ensure that any fatigue and distraction event(s) of drivers are identified and immediate actions are triggered to prevent the vehicle from any untoward incident. To ensure the fitness of our drivers at all sites, the Company has introduced fit for duty test so that before drivers start a delivery trip, it is ensured that they are fit and agile to drive. Another signature program that your Company runs is "Near Miss Reporting" where the distribution crew at all levels are encouraged to report Near misses, which highlights the challenges in our operation and necessary corrective actions are taken proactively. The Company has digitized its Driver Risk Profiling system where all the risky violations including over speeding, hard acceleration, harsh breaking, etc., are captured through the system, which impacts the driver score and accordingly, the reward mechanism for the drivers.

With several innovative efficiency improvement programs, the Company has improved its delivery efficiency, i.e., tons /trip by 13% whereas overall delivered tonnes improved by 4%. In order to improve the cost efficiency, the Company has brought down the return and loss quantity to 1% average and improved the capacity utilization of the tanker by 4%.

On the training front, during the period under review, the Company has covered more than 80 managers under Transport Manager Reboot program which provided proper training and certification to the managers on the safe operating discipline. Driver coaches have been deployed against every set of 50 drivers, to mentor them, monitor their driving and other behavior on duty online, provide continuous coaching to them on safe behavior, and also provide inputs to the drivers on best practices.

Through experts, continuous periodic trainings have been imparted to the drivers & distribution crew to enhance their Operating and Behavioral skill. The Company''s overall Safety performance has improved since previous years & were successful to avoid any ''InControl'' incidents during the 15 months period ended 31 March 2023.

Various initiatives, viz., complete health check-up for crews, dynamic risk assessment & on-board announcement system and awareness programmes on two-wheeler safety (as a CSR Initiative) have been taken by the Company to improve the safety performance of the distribution function in general.

As reported in the previous Annual Reports, the Company has implemented Simulator at Jamshedpur for driver training, the first of its kind in India, where the equipment functionality has been enhanced to provide a more realistic scenario to the drivers for training. During the period under review, more than 75 drivers were trained, which resulted in reduced transport related incidents in the Company.

Project Engineering

The Project Engineering Division comprises the business of design, engineering, supply, installation, testing and commissioning of Air Separation plants and related projects on turnkey basis. The Project Engineering Division (PED) is having a U stamp-certified manufacturing works to fabricate core proprietary equipment such as distillation columns for air separation plants, cryogenic liquid storage tanks, ambient and steam bath vaporizers, process vessels, small-sized cold boxes, containerized micro plants for filling cylinders, submerged combustion vaporizer, liquefiers for in-house use as well as for sale to third party customers. The PED is IMS certified since 2020.

Considering the future business outlook, another fabrication shop is being constructed in Jamshedpur, which is expected to be operational during the current FY 2023-24.

The order intake during the period under review was to the tune of Rs. 12,140 million. This includes an export order for the supply of a cold box for an N₂ liquefier of 300 TPD capacity at MIMS Florida USA for LG. This project is crucial for the Company as it was won against stiff competition from Linde China. This is expected to open doors for similar projects for the USA / Europe market. Apart from this, PED also received many in-house orders from the Gases division. Some of the major orders received by the Division during the period under review were from refineries, steel and mining sectors such as 1850 TPD ASU from Tata Steel Jamshedpur, 150 TPD N₂ plant from Numaligarh Refinery

Ltd., 60 TPD O₂ plant with IA/PA system from IOCL Gujarat Refinery,

1450 TPD ASU for Jindal Stainless Steel - Duburi, Odisha, 800 TPD ASU for ESL Steel Ltd., Bokaro, 250 TPD Merchant ASUs at Ludhiana as well as at Patencheru (Telangana) and GAN augmentation from existing 2000 TPD ASU with 7km pipeline from LG Indonesia for Lotte Chemicals.

During the period under review, the Division successfully commissioned several projects, which included compressed Air and Nitrogen plant package for HPCL Mumbai Refinery, HPCL Vizag Refinery, HMEL Bhatinda Nitrogen plant, Assam Petrochemical Ltd., Meghna, Bangladesh (100 TPD ASU) and IOCL Paradip (629 TPD ASU).

The Division is presently executing several projects, which include compressed Air and Nitrogen plants at HRRL at Rajasthan, Air Separation Units at JSW at Bellary, NMDC at Naganar Chhattisgarh,

Sesa Goa at Vedanta Amona Plant and Schott Glass at Gujarat.

As on 31 March 2023, the order book position of PED for third party projects was about Rs. 14,200 million.

Opportunities

India is known as the "pharmacy of the world" due to the popularity of its economical and high-quality medicines worldwide. India is the third-largest producer of pharmaceutical goods globally (in terms of volume) and the twelfth-largest producer (in terms of value). With a 20% volume share in the global supply of generic drugs, the industry leads the world in both production and sales of vaccines, accounting for 60% of the global market. Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. India also has the highest number of US-FDA-compliant Pharma plants after USA. By 2030, the total market size of the Indian Pharmaceutical Industry is estimated to reach US$ 130 billion. India''s budget 2023-24 for healthcare covers an increase of 13% allocation from Rs. 791,450 million in FY 2022-23 to Rs. 891,550 million in FY 2023-24. Over the last five years, the sector has seen a 27% rise in allocations from Rs. 626,590 million in FY 2020 to Rs. 891,550 million in FY 2023-24. Expenditure in Healthcare sector is growing & the Pharma sector is also expanding by way of Active Pharmaceutical Ingredients (API) and Bulk drug manufacturing parks.

In the Economic Survey of 2022, India''s public expenditure on healthcare stood at 2.10% of GDP in FY 2021-22 against 1.80% in FY 2020-21 and 1.3% in FY 2019-20.

Production Linked Incentive (PLI) Scheme for Pharmaceuticals offers incentives for incremental sales to selected members.

Active Pharmaceutical Ingredients (API) as well as other types of pharmaceutical products are eligible under the scheme. The tenure of the scheme is from 2020-21 to 2028-29 with a total financial outlay of US$ 1.82 billion (Rs. 150,000 million).

India''s steel production and consumption grew by 5.70% and 11.50%, respectively during April - December 2022 (as per CareEdge Research). The rating agency estimates India''s steel production to be in a range of 117-119 million tonnes, up by 3-5% year-on-year in FY 2023. The consumption growth rate is expected to be healthy at

10-12% in FY 2023. The annual production of steel is anticipated to exceed 300 million tonnes (MT) by 2030-31. As of 2022, India was the world''s second-largest producer of crude steel, with an output of 10.14 MT. In FY 2022, the production of crude steel and finished steel stood at 133.59 MT and 120.01 MT, respectively. In FY 2023, steel demand is expected to grow by 8%. Per capita finished steel consumption is expected to rise to 160 kg by 2030-31 (from 72.3 kg in 2021). India''s finished steel consumption is anticipated to increase from 133.6 MT in FY 2022 to 230 MT by FY 2030-31. Steel industry is witnessing consolidation and capacity expansion by global majors. India''s steel ministry inked 57 agreements with steel firms to create 25 MT of special steel capacity under US$ 770 million PLI scheme.

Steel exports declined sharply by 54% year-on-year during April to December 2022 due to weak global demand and 15% export duty levy on steel products from May - November 2022. In November 2022, the government had withdrawn the export duty on steel products, iron ore lumps and fines (< 58% iron content) and iron pellets while the export duty of iron ore lumps and fines (> 58% iron content) has been reduced from 50% to 30%. The reversal of the export duty hike is expected to boost the Indian exports of steel products in the near to medium term.

Supply disruption in major economies has caused the global end-user industries to diversify their vendor base mainly towards Indian players. The Indian chemicals industry stood at US$ 178 billion in FY 2019 and is expected to reach US$ 304 billion by FY 2025 registering a CAGR of 9.30% on the back of rising demands in the end-user segments for specialty chemicals and petrochemicals. The specialty chemicals sector is expected to reach US$ 40 billion by FY 2025. According to CRISIL, the Indian specialty chemicals industry would outperform its Chinese counterpart and double its worldwide market share to 6% by FY 2026, up from 3-4% in FY 2021. Growth will be fuelled by two factors, viz. significant export tailwinds due to a shift in the global supply chain caused by vendors'' China''s policy and demand recovery in local end-user segments.

Acceleration of infrastructure projects, infusion of liquidity into stressed sectors, including MSME to have chain reaction in the economy. Self-reliant Stimulus (approx. US$ 280 billion) is expected to pep up industrial activity, increased privatization and faster economic revival.

The Government of India''s aspiration of becoming US$ 5 trillion economy by FY 2025, ''Make in India'' focused government policies, favorable investment climate and low political risks provide great opportunities for growth in the medium to long term.

Threats

At macro-economic level, the ongoing climate change and the World Meteorological Organization''s prediction that an El Nino warming event is likely to occur in the next couple of months, could hamper farm output. This would directly impact rural consumption including industries like automobiles, steel, cement, etc. where the Company has an exposure. The fragile geo-political situation is further impacting the supply chain management and GDP growth. Recessionary environment

prevailing in the European Union and United States could have a negative impact on segments with exposure to exports. Reduced output from refineries in Russia impacting the global availability for rare gases, primarily Neon, which is a key ingredient for LASER mixes in SPC business.

Intense competition is observed in the small onsite & sale of equipment space with a lot of overseas players willing to compromise on margins for newer markets. India is witnessing a huge capacity expansion in ASUs both in the captive & merchant space. Increase in competition by way of entry of new players into merchant market including nongas players. With abundance in liquid availability, most of the smaller players have de-captivated their classical gas plants owing to cheaper liquid, thus impacting the Company''s PGP (IP) sales. Predatory pricing with compromising margins is dominating the commercial discipline to load new capacity. Heavy reliance on steel segment, sluggish metal fabrication & two-wheeler market along with Argon from captive plants influencing market availability and pricing are some of the business risks that the Company faces. With impetus from government financing & NGO''s approx. 3,756 PSA plants are currently operational in the country, impacting liquid medical oxygen sales. Some of the risks covered under the Risk Management section in this Report may also be considered as threats in short to medium term.

Risk Management

Your Company''s business faces various risks - strategic as well as operational in both its segments viz. Gases and Project Engineering, which arise from both internal and external sources. As explained in the report on Corporate Governance, the Company has an adequate risk management system, which takes care of identification, assessment and review of risks. Your Company has been holding risk workshops periodically to refresh its risks in line with the dynamic and ever- changing business environment and the last refresher risk workshop was conducted on 25 October 2021, which was attended by the senior management team with a view to refresh the various risks facing the business of the Company. The risks being addressed by the Company during the period under review included risk relating to the organisation structure, risk of reliability issues of large ASUs, risk of cyber-attacks on Linde plants and business systems, competition risk, risk related to increase in fuel prices, commodity price inflation and its impact on operating margins and the risk arising from potential future waves of Covid-19, etc. The Company is in the process to adopt a structured approach to identify the landscape of ESG risks relevant to its operations and will take mitigating actions as necessary to address the same.

Your Board of Directors oversees the risk management process in the Company and reviews the progress of the action plans for the identified key risks with a distinct focus on top 5 key risks on a quarterly basis. Upon superannuation, Mr Pawan Marda ceased to be the Chief Risk Officer of the Company effective 1 March 2023. The Risk Management Committee at its meeting held on 20 March 2023 appointed Mr Amit Dhanuka, Company Secretary of the Company as the new Chief Risk Officer with effect from that date.

The Company has a Risk Policy with a view to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that the growth and earnings targets as well as strategic objectives are met.

Finance

As on 31 March 2023, your Company had ''zero'' outstanding borrowing.

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the period to which these financial statements relate and the date of this report.

Credit Rating

As your Company has ''zero'' borrowings from the Banks, the last available rating of your Company''s total bank facilities - both fund-based and non-fund based by CRISIL was withdrawn with effect from 1 August 2021.

Large Corporates Disclosure for Fund raising through Debt securities

As on 31 March 2023, your Company did not have any long-term borrowing. As a result of the same, your Company does not meet the criteria specified by SEBI for large corporates for fund raising through debt securities.

Deposits

During the period under review, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.

Significant and Material Orders passed by the Regulators or Courts

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

Insolvency and Bankruptcy Code, 2016

During the period under review, neither any application nor any proceeding has been initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees given and investments made during the period under review under Section 186 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report. [Annexure 3]

Key Financial Ratios

Please refer Note. no. 48 of the Standalone Financial Statements for the details on Key Financial Ratios.

Investor Education and Protection Fund

During the period under review, your Company transferred the 60th unpaid/unclaimed dividend amount of Rs.0.68 million pertaining to the financial year ended 31 December 2014 to the Investor Education and Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 20,246 shares held by 157 shareholders to the Demat Account of the IEPF Authority on 23 July 2022 and 2 August 2022, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years. More information in this regard is provided in the Corporate Governance Report.

Safety, Health, Environment and Quality (SHEQ)

At Linde, our aim truly is to avoid causing harm to people or the environment and as such Safety remains one of our topmost priorities. Compliance with SHEQ rules, standards and procedures is a prerequisite for all employees & contractors and the Management is committed to ensure that all personnel are trained and made competent before undertaking any safety critical job for the Company.

Covid-19 related government & company restrictions have been reduced, however, the Company continues to focus on seamless supplies to hospitals. Your Company continues to maintain the Covid -19 Health principles such as hygiene, social distancing, regular health check-up of our employees, screening of visitors at Linde India''s offices and sites, as appropriate. A robust business continuity plan is in place in case any such crisis arises in future so that we are able to cater to any such situation.

Global Safety Commitment Day 2022 was celebrated at all Linde operating sites as well as project sites in the month of September 2022 with theme of ''Focus on Safety - Moment-to-Moment''. The objective is to spend time with our colleagues & reiterate the fact that safety is a decision each one of us must make every day from moment-to-moment.

Positive outcomes have been received with the introduction of new SHEQ application for incident reporting & encouraging all to report any unsafe behaviour, near-miss, process safety Tier-3 incidents, in terms of new learnings. These learnings are now being used for training & process improvement purposes as well. The new system has already started showing its results by way of reduction of repetitive incidents.

A process has been established for weekly review of all high-risk potential near misses by Leadership team for more focus & attention of the management actions.

In order to strengthen the SHEQ performance, a comprehensive SHEQ Annual Operating Plan (AOP) was introduced, covering the area of improvements in Process safety, Distribution safety, Operational safety, Behavioral & Personnel safety and Quality & Environmental safety, which helped in prioritizing our efforts. Focus was also given on training of plant personnel through various campaigns such as "Slips Trips & Fall", Lifting equipment, Working at Height, Hand protection at Project Sites, Management of Change, Permit to Work, etc. together with various Management control actions.

At Linde, we have never stopped embracing technological advancement. Your Company has upgraded its fleet monitoring system with DVR''s with enhanced capabilities, Clinical Test Equipment

for Drivers fit for duty tests, exploring advance warning system on vehicles, etc. Transport safety performance have improved compared to previous years.

Human Resources

With Covid-19 having gradually receded in 2022, your Company has embraced the hybrid work model to give employees the flexibility and help maintain a work life balance. Workplace fun initiatives were also organized at regular time intervals to maintain the engagement levels.

The growth in economy has also led to scarcity of good talent. Your Company continued to focus on retaining its talent by giving enhanced responsibilities and growth opportunities. The Company also provided career enhancement opportunities to inhouse talent rather than hiring from outside, whenever vacancies arose. On the Diversity and Inclusion front, your Company onboarded an all women batch of youngsters hired from colleges across the country as part of its campus hiring programme. They are currently undergoing training in various functions.

Employee Relations scenario continues to be harmonious and supportive for enhanced business activities post Covid period. Regular connect with operating unions and factory visits by HR representatives kept us abreast of the issues faced by employees and their quick resolution. During the period under review, with relaxation of Covid norms, various engagement activities for blue collar employees including celebration of festivals, picnics and get together were organized which helped to re-establish the employer-employee bond.

Your Company also introduced ''Project Prayas'', aimed at engaging people at the grass root level in the journey of sustained culture of productivity. The Project was initially implemented at two manufacturing units, where interactive sessions were arranged for the operators/technicians including outsourced resources and they were introduced to the concept of Kaizen, lean methodology and problemsolving techniques. A total of 31 such projects have been rolled out and individuals showing exceptional contribution, from diverse categories, have been rewarded.

The Company had harmonious employee relations across all its plants and offices in India. As on 31 March 2023, the total manpower strength was 207.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company remains committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company''s Policy on Prevention of ''Sexual Harassment'' is in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc. have been covered under this Policy. The Policy is gender neutral.

During the period under review, no complaint alleging sexual harassment was received by the Company. As a preventive measure and to create awareness in this area, the Company has been conducting refresher programs for all permanent and contractual employees on a periodic basis.

Prescribed Particulars of remuneration

The disclosures pertaining to ratio of remuneration of each Director to the median remuneration of all the employees of the Company, percentage increase in remuneration of each Director and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report. [Annexure 4]

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn and that of every employee, who if employed throughout the period from 1 January 2022 to 31 March 2023 was in receipt of remuneration aggregating to not less than Rs. 10.20 million; and if employed for part of the said period, was in receipt of remuneration not less than Rs.0.85 million per month is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the Company excluding this information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request and the said information is also available on the website of the Company. None of the employees are covered under Rule 5(3)(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

Corporate Social Responsibility (CSR)

As a member of The Linde plc Group, your Company has been a socially responsible corporate and our core values define the way we operate and create value within the larger society. Linde''s core principles and values form the basis of its CSR policy. Your Company is therefore, committed to behave responsibly towards people, society and the environment for inclusive growth of the society where we operate to conserve natural resources and to develop sustainable products. In line with its CSR Policy, Linde India''s CSR commitment centres around four thematic areas - Education, Health, Environment and Livelihood (Skill Development) and other areas including Disaster Management as specified in Schedule VII to the Companies Act, 2013.

Some of the CSR projects/initiatives taken up/sustained during the period under review included expenditure for education programs for underprivileged children in Kolkata, Jamshedpur and Odisha, providing

education and other support for blind children in Rourkela. Further, as a part of its endeavour to support disaster relief, the Company made a contribution through Give India by way of food and hygiene necessities for Assam flood victims. Other such initiatives towards disaster relief included projects across plant and office locations proposed and executed by the employees of the Company aimed at community building. The Company also had two ongoing projects, one of them being Defensive driver training in collaboration with Institute for Road Traffic Education for drivers of heavy vehicles at several locations including Delhi NCR, Uttar Pradesh, Rajasthan, West Bengal, Odisha, Maharashtra and Jharkhand for making the highways safer and two-wheeler training workshops for delivery agents and first-time drivers and university students in Delhi NCR. It also included a project on building infrastructure in Gujarat by Scaling Zero Fatality Corridors called the "Zero-Fatality Corridor" (ZFC) model, a solution which identifies high-fatality stretches of roads and implements distilled solutions. Another ongoing project of the Company comprised of training and awareness programs through Centre for Catalyzing change to promote the cause of natural childbirth and reduce the rate of C-Section deliveries in Odisha and Lucknow. The Company''s CSR initiatives towards environment included plantation of trees at different parts of West Bengal.

The total spend on CSR during the period under review amounted to Rs.45.16 million on various CSR projects/activities as above. Your Directors wish to state that the CSR Committee and the Board of your Company had approved a total budget of Rs. 51.24 million towards its various CSR projects vis-a-vis the statutory CSR spend of Rs. 50.07 million under the Companies Act, 2013. The balance unspent amount of Rs. 6.08 million has been transferred to the unspent CSR bank account on 24 April 2023.

The details of the CSR projects/activities for the 15 months period from 1 January 2022 to 31 March 2023 are covered in the Annual Report on CSR activities, which is annexed to this Report. [Annexure 5]

Your Company encourages volunteering of services by its employees into its CSR initiatives, which are measured as employee days spent on CSR projects.

Business Responsibility and Sustainability Report

The Linde plc Group has published a detailed Sustainable Development Report 2021, which is prepared in accordance with GRI standards. Linde plc Group''s mission of "making our world more productive" reflects its strong belief that Linde is a part of the solution to the climate change challenges faced by the world. As a member of the Linde plc Group, your Company has adopted the various policies of its parent, that relate to the 9 principles laid down by Securities and Exchange Board of India for Business Responsibility and Sustainability Reporting (BRSR) by the top 1000 listed entities in India based on market capitalisation. As stipulated in Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has included a BRSR as an integral part of the Annual Report for the period ended 31 March 2023 briefly describing initiatives taken by it from

an environment, social and governance perspective during the period under review. Besides, this report, the Company is in the process to adopt a structured approach for a better understanding of the ESG data relevant to its operations.

Corporate Governance

As a member of the Linde plc Group, your Company attaches great importance to sound responsible management and good corporate governance. Linde plc follows highest standards in corporate governance and has policies and international best practices to build a strong governance architecture. Your Company remains committed to business integrity, high ethical standards and professionalism in all its activities same as ever. As an essential part of this commitment, the Board of Directors of Linde India Ltd. supports high standards in corporate governance.

It is the endeavour of the Company to ensure that their actions are always based on principles of responsible corporate management.

In the Linde plc Group, corporate governance is seen as an on-going process. Your Company closely follows the developments in the governance norms and has taken lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Secretarial Auditor, M/s P Sarawagi & Associates, Company Secretaries, confirming compliance of the conditions of corporate governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report.

Board Meetings

A calendar of Board and Committee meetings is agreed and circulated in advance to the Directors. The Board met six times during the period under review, details where of are given in the Corporate Governance Report, which forms part of this Report.

Board Membership Criteria

The Nomination and Remuneration Committee of the Company identifies and ascertains the integrity, qualification, expertise, positive attributes and experience of persons for appointment as Directors and thereafter recommends the candidature for election as a Director on the Board of the Company. The Committee follows defined criteria in the process of obtaining optimal Board diversity which, inter-alia, includes optimum combination of executive and non-executive directors, appointment based on specific needs and business of the Company, qualification, knowledge, experience and skill of the proposed appointee, etc. The Policy on appointment and removal of Directors, Board Diversity Criterion and Remuneration to Directors/Key Managerial Personnel/Senior Management forms part of the Nomination and Remuneration Policy of the Company, which is available on the Company''s website at https://www.linde-gas.in/en/ images/Nomination%20and%20Remuneration%20Policy_tcm526-657189.pdf.

Familiarisation Programme for Directors

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of training and familiarization programmes for Directors have been provided under the Corporate Governance Report. Apart from the initial familiarisation program as above, presentations are made to the Board Members at almost all board meetings to enable them to familiarise and update themselves with the changes in the applicable legal framework, competition, industry specific developments, etc.

The details of the familarisation programs held during and up to the period ended 31 March 2023 are available on the Company''s website at https://www.linde-gas.in/en/images/Linde_Familirisation%20 Programme_01.01.2022-31.03.2023_tcm526-676683.pdf.

Performance Evaluation

During the period under review, pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV), Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board reviewed the process and criteria used in the previous year for evaluating the performance of the Board, its Committees, Chairman of the Board and the individual directors. Like the previous year, an online platform was provided to the Directors for participating in the performance evaluation process, which contained a structured questionnaire for seeking feedback from the Directors on certain pre-defined attributes applicable to them, including some specific ones for the Independent Directors. More details about the performance evaluation process followed by the Board are provided in the Corporate Governance Report.

Declaration of Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declarations received from the Independent Directors are aligned to the amendment made in the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which became applicable effective 1 January 2022.

Certificate for non-disqualification of Directors

On an annual basis, the Company obtains from each Director, details of their Board and Committee positions he/she occupies in other Companies and changes, if any regarding their Directorships.

The Company has obtained a certificate dated 23 May 2023 from M/s. P Sarawagi & Associates, Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or Ministry of Corporate Affairs or any such authority and the same forms part of this Annual Report.

Internal Control Systems and their adequacy

Your Company continues to have adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and removal.

The internal control system is supplemented by documented policies, guidelines and procedures. The Company''s Internal Audit department continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization''s internal controls and risk management procedures. The Internal Audit function submits detailed reports periodically to the management and the Audit Committee. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control systems.

Your Board has in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approved several policies on important matters such as related party transactions, risk management, nomination and remuneration of directors and senior managers, whistle blower mechanism, CSR, insider trading, practices and procedures for fair disclosure of unpublished price sensitive information, materiality of events/ information, preservation of documents, etc., which provide robust guidance to the management in dealing with such matters to support internal control. The Company reviews its policies, guidelines and procedures as a matter of internal control on an on-going basis in view of the ever-changing business environment.

Additionally, M/s. Suresh Surana & Associates LLP, Charted Accountants engaged by the Company reviews the framework of its existing internal financial controls across the Company and testing of the operating effectiveness of various internal controls in the organisation. M/s. Suresh Surana & Associates LLP has submitted a report to the Audit Committee on their findings based on the testing of the key controls for the 15 months period ended 31 March 2023. The Statutory Auditors of the Company have also independently reviewed internal financial controls over financial reporting. Both Suresh Surana & Associates LLP as well as the Statutory Auditors have confirmed that these controls were operating effectively as at 31 March 2023. As stated in the Responsibility Statement, your Directors have confirmed that based on the reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls have been adequate and effective during the 15 months period ended 31 March 2023.

Directors

During the period under review, Mr Robert John Hughes, Non-Executive Chairman of the Company stepped down from the Office of Chairman and Director with effect from close of business hours on 13 February 2023.

Your Directors record their appreciation of the valuable contribution made by Mr Hughes to the functioning of the Company and the Board during his tenure. The Board of your Company has benefitted immensely from his wise counsel.

The Board of Directors had on the recommendation of Nomination and Remuneration Committee of the Board appointed Mr Michael James Devine (DIN: 10042702) as an Additional Director (Non-Executive) of the Company with effect from 15 February 2023. Subsequently, at the Board Meeting held on 20 March 2023, Mr Devine was elected as the Chairman of the Board with effect from that date. Further, appointment of Mr Devine as a Non-Executive Director of the Company was approved by the Members of the Company through Postal Ballot on 25 April 2023.

Dr Shalini Sarin was appointed as an Independent Director of the Company for a period of five years with effect from 10 July 2018 up to 9 July 2023. The Board of Directors of the Company at its meeting held on 23 May 2023, based on the recommendations of the Nomination and Remuneration Committee of the Board and as per the performance evaluation of Dr Sarin as a Member of the Board, considered that the continued association of Dr Sarin would be beneficial to the Company. The Board accordingly proposed to re-appoint Dr Shalini Sarin as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years effective from 10 July 2023 up to 9 July 2028.

Notice under Section 160(1) of the Companies Act, 2013, has been received from a Member proposing the candidature of Dr Sarin for the Office of Director of the Company.

Ms Mannu Sanganeria retires by rotation at the ensuring Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 and Article 104 of the Articles of Association of the Company and being eligible, offers herself for re-appointment.

Necessary resolutions for approval of re-appointment of Dr Shalini Sarin as Independent Director and re-appointment of Ms Mannu Sanganeria, being the director retiring by rotation are included in the Notice of the ensuing Annual General Meeting. The Board recommends the aforesaid resolutions for your approval.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the present Key Managerial Personnel of the Company are Mr Abhijit Banerjee, Managing Director, Mr Neeraj Kumar Jumrani, Chief Financial Officer and Mr Amit Dhanuka, Company Secretary. During the period under review, Mr Anupam Saraf, the erstwhile Chief Financial Officer of the Company had resigned from the Company with effect from close of business hours on 31 May 2022 and Mr Pawan Marda, the erstwhile Director - Corporate Affairs and Company Secretary of the Company superannuated from the services of the Company with effect from close of business hours on 28 February 2023. In view of the above cessations, Mr Neeraj Kumar Jumrani had been appointed by the Board

as the Chief Financial Officer of the Company with effect from 9 August 2022 and Mr Amit Dhanuka had been appointed by the Board as the Company Secretary of the Company with effect from 1 March 2023.

Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit and reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls have been adequate and effective during the 15 months period ended 31 March 2023 (1 January 2022 to 31 March 2023).

As required by Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief state and confirm:

a. that in preparation of the annual financial statements for the 15 months period ended 31 March 2023, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid period and of the profit of the Company for that period;

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the aforesaid annual financial statements have been prepared on a going concern basis;

e. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

Secretarial Standards

The Company has proper systems in place to ensure compliance with the provisions of the applicable standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Related Party Transactions

All related party transactions entered during the period under review were in ordinary course of business and on arm''s length basis and the same have been disclosed under Note 45 of the Notes to the Standalone Financial Statements. No material related party transactions, that is, transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements were entered during the period under review by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Section 134(3)(m) read with Companies (Accounts) Rules, 2014 are annexed to this Report. [Annexure 6]

Annual Return

A copy of Annual Return of the Company for the financial year ended 31 December 2021 in Form MGT-7 has been placed on the website of the Company at https://www.linde-gas.in/en/images/Linde%20 India%20Annual%20Return_FY%202021_tcm526-675878.pdf. The

Annual Return of the Company for the 15 months period from 1 January 2022 to 31 March 2023 would be updated on the Company''s website within the due timelines.

Outlook

The Indian economy is looking at better growth prospects over the next five years. Structural improvements in the financial system, ongoing pace of reforms and policies that support a revival of the private sector pave the way for an improved medium-term outlook. Technological advancements, and other structural shifts such as emerging trends in global supply-chain de-risking and green transition hold out greater promise.

India''s GDP growth is expected to remain robust in FY 2024. GDP forecast for the FY 2024 is expected to be in the range of 6-6.8%. Owing to a high-base effect, consumer inflation is expected to moderate to 5% in next fiscal from 6.8% in the current fiscal. Retail inflation is back within RBI''s target range post November 2022.

Given the rising costs of production, policy uncertainty and tensions with the US, manufacturers are against focusing on a shift out of China. India is favourably positioned due to its large domestic market which is expected to grow faster than its peers.

Indian economy has also started benefiting from the efficiency gains resulting from greater formalisation, higher financial inclusion, and economic opportunities created by digital technology-based economic reforms. The capital expenditure of the Central Government and crowding in the private capex led by strengthening the balance sheets of the Corporates is one of the growth drivers of the Indian economy in the years to come. India''s growth outlook seems better than the pre-pandemic years and the Indian economy is prepared to grow at its potential in the medium term.

India had one of the highest Covid-19 vaccination rates with over 95% of the eligible population (12 year old) receiving at least one shot and 88% receiving two shots. Over 2.20 billion doses have been administered under the nationwide vaccination drive exponentially reducing the impact of a pandemic re-run.

India''s working age group (15-64 years) is set to expand to 100 million over the next decade despite declining birth rates. In context, this would account for 22.50% of the incremental global workforce. Participation of women in the labour force is quite low. As per a World Bank report in 2018, India''s GDP could add an additional 1.50% to its GDP, if 50% of the women join the labour force.

With Covid-19 pandemic turning into an inflection point in Digitalization, Linde India is also matching pace with the changes around. Key focus areas are:

• Growth, Revenue & Collection

• Cost Efficiencies & Digital Supply Chain

• Asset Effectiveness & Reliability

• Business Excellence and Customer Experience

Auditors

Statutory Audit

M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No. 304026E/E300009) was appointed as the Statutory Auditors of the Company at its 86th Annual General Meeting to hold office from the conclusion of the said meeting and until the conclusion of the 91st Annual General Meeting to be held in the year 2027.

The reports of the Statutory Auditors, Price Waterhouse & Co. Chartered Accountants LLP on the standalone and consolidated financial statements of the Company for the 15 months period ended 31 March 2023 (1 January 2022 to 31 March 2023) forms part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the 15 months period ended 31 March 2023 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Board of Directors of the Company had on the recommendation of the Audit Committee, approved the revision in audit fees of M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Regn. No. 304026E/ E300009), Statutory Auditors of the Company from Rs. 58,00,000/-(Rupees Fifty-Eight Lakhs only) to Rs. 67,00,000/- (Rupees Sixty-Seven Lakhs only) plus applicable taxes and out of pocket expenses that may be incurred during the course of audit, for the 15 months period ended 31 March 2023 (from 1 January 2022 to 31 March 2023). The revised remuneration payable to the Statutory Auditors as recommended by the Audit Committee and approved by the Board for the aforesaid period has to be approved by the Members of the Company and appropriate resolution in this regard forms part of the Notice convening the ensuing Annual General Meeting.

Secretarial Audit

The Board of Directors of the Company had appointed M/s. P Sarawagi & Associates, a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the Company for the 15 months period ended 31 March 2023 (1 January 2022 to 31 March 2023). In terms of the provisions of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report dated 23 May 2023 in Form MR-3 given by the Secretarial Auditor is annexed with this Report. The Report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. [Annexure 7]

Cost Audit

In terms of Section 148 of the Companies Act, 2013, the Company is required to have the audit of the cost accounting records conducted by a Cost Accountant. M/s. Mani & Co., a firm of Cost Accountants conducted this audit for the Company''s financial year ended 31 December 2021 and submitted their report to the Central Government in Form CRA 4 on 10 June 2022.

The Board of Directors of the Company had on the recommendation of the Audit Committee revised the term of appointment of M/s. Mani & Co., Cost Accountants having registration no. 000004 as the Cost Auditors of the Company from 1 January 2022 - 31 December 2022 to 1 January 2022 - 31 March 2023, i.e., for the 15 months period ended 31 March 2023 to conduct cost audit under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The audit of the cost records of the Company for the said 15 months period is being conducted by M/s. Mani & Co., Cost Auditors. In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the revised remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board for the aforesaid period has to be ratified by the Members of the Company and appropriate resolution in this regard forms part of the Notice convening the ensuing Annual General Meeting.

The Board of Directors of the Company had also on the recommendation of the Audit Committee appointed M/s. Mani & Co., Cost Accountants having registration no. 000004 as the Cost Auditor for the year ended 31 March 2024 to conduct cost audit under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. In accordance with the provisions of Section 148(3) of the Companies Act,

2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company and appropriate resolution in this regard also forms part of the Notice convening the ensuing Annual General Meeting.

Acknowledgements

Your Directors wish to place on record their gratitude to the bankers, customers, dealers, suppliers and all other business associates and the shareholders of the Company for their continued support during the period under review. Your Directors, also place on record their appreciation of the contribution made by the employees of the Company at all levels and thank them for their dedication and commitment.

Your Directors also acknowledge the valuable support and cooperation received from the various Government departments and agencies in these challenging times and look forward to their continued support in the future. The Board of Directors also takes this opportunity to thank the Linde plc Group for their strategic inputs, guidance and support in various operational and functional areas. This has helped the Company to attain higher standards in every sphere of performance.

Disclaimer

Certain statements in this report relating to Company''s objectives, projections, outlook, expectations, estimates, etc. may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc. whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc. over which the Company does not have any direct control.

On Behalf of the Board

M J Devine A Banerjee

Chairman Managing Director

DIN: 10042702 DIN: 08456907

Kolkata 23 May 2023

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Dec 31, 2018

The Directors have pleasure in submitting their Report together with the Audited Accounts of your Company for the year ended 31 December 2018:

The Company’s standalone financial performance for the year ended 31 December 2018 is summarized below:

In Rupees million	Year ended 31 Dec. 2018	Year ended 31 Dec. 2017
Revenue from operations Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA)	21,196.54 3,490.09	21,149.87 3,443.80
Less: Depreciation and amortisation expense (including impairment)	1,991.38	2,062.55
Earnings before interest and tax (EBIT)	1,498.71	1,381.25
Less: Finance costs	1,027.01	1,164.69
Profit before tax (PBT) before exceptional item	471.70	216.56
Less: Exceptional items	-	55.00
Profit before tax (PBT) after exceptional item	471.70	161.56
Tax expenses / (Release)	136.84	(27.82)
Net Profit after tax (A)	334.86	189.38
Total Other Comprehensive Income for the year	(41.16)	11.36
Total Comprehensive Income for the year	293.70	200.74
Retained earnings opening balance brought forward (B)	5,271.99	5,167.28
Add: Net Profit for the year	334.86	189.38
Less: Other comprehensive income recognised in retained earnings (net of taxes) (C)	58.14	7.69
Profit available for appropriation (D)= (A) (B) (C)	5,548.71	5,348.97
Appropriations:
Dividend on Equity share including dividend distribution tax paid* (E)	(102.81)	(76.98)
Retained earnings closing balance carried forward (G)= (E)- (F)	5,455.90	5,271.99

‘Pertains to dividend for the financial year 2017 paid during the year @10% (Previous year @7.5% for the financial year 2016)

Global merger of Linde AG and Praxair, Inc.

At the outset, the Board of Directors of your Company is pleased to inform that the focal point of the strategic development for your Company during the year 2018 was the successful completion of the business combination between Linde AG, the ultimate holding company ofyour 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, your Company is required to make divestiture ofJSW-2 1800 tpd ASU situated at Bellary, the Company’s 50% shareholding in Bellary Oxygen Company Pvt. Ltd., Hyderabad Cylinder Filling Station (excluding the Nitrous Oxide facility) and the Chennai Cylinder Filling Station as a part of the divestment mandated by the CCI. Your 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. Your Company is currently in negotiations with potential buyers and expects that the fair value of the assets less the sale costs is likely to be higher than their aggregate carrying amount of Rs. 2,403.66 million.

Financial Performance 2018

Your Company achieved a satisfactory growth in the overall revenues during the year 2018 in both its business segments, that is, Gases and Related business and Project Engineering with the total revenue from operations recording a growth of 7.8% year on year. During the year under review, the revenue from operations in the Gases business at Rs.18,013.44 million recorded a growth of 4.8% as compared to Rs.17,190.91 million (net of excise duty of Rs.819.30 million up to 30 June 2017) in the previous year. Excluding the impact of re-contracting of the 1290 tpd air separation unit atjamshedpur, which has been explained in the section on gases business, the underlying growth in the gases business is 9.1% resulting primarily from strong demand from steel and automobile sector, growth in merchant business and the pricing initiatives offset by impact of breakdown of a large air separation unit at a customer site in Jamshedpur in the first half of 2018. The Project Engineering business revenues stood at Rs.3,895.76 million as compared to Rs. 3,128.52 million during the previous year, recording an increase of 24.5% year on year. The PED revenues grew primarily on the back of orders from steel and refinery sectors, besides turnkey projects overseas.

During the year under review, your Company achieved a higher EBITDA of Rs.3,490.09 million as compared to Rs.3,443.80 million in the previous year. As explained above, this increase was primarily driven by growth of merchant business as well pricing initiatives implemented in the gases business, which was partially offset by the aforesaid breakdown of the air separation unit atjamshedpur and provisions aggregating to Rs.419.80 million made during the year in respect of indirect taxes, post medical retirement benefits, increase in the gratuity ceiling, etc.

The Profit before taxes (after exceptional items) for the year under review amounted to Rs. 471.70 million, a significant increase over Rs. 161.56 million achieved in previous year. The Company has benefited from a lower depreciation of Rs.1,991.38 million during the year 2018 as compared to Rs.2,062.55 million in the previous year due to nil depreciation charged on assets held for sale as per the order of Competition Commission of India. During the year, there has also been a reduction in the interest cost of Rs.137.68 million arising mainly from repayment of the ECB borrowings.

Net profit for the year 2018 at Rs. 334.86 million compares favourably as against Rs. 189.38 million in the previous year.

Dividend

The Board of Directors of your Company has recommended a higher dividend of 15% (Rs. 1.50 per equity share of Rs. 10 each) on 85,284,223 equity shares of Rs. 10 each in the Company for the year 2018 as compared to 10% (Re. 1 per equity share of Rs. 10 each) declared for the year 2017. This decision has been taken in view of the improvement in the underlying business, which looks sustainable and the cash flow position of the Company and is in line with the Dividend Distribution Policy of the Company. The dividend is subject to the approval of the shareholders at the ensuing 83rd Annual General Meeting scheduled to be held on 16 May 2019. This dividend together with the dividend tax will result in cash outlay of Rs. 154.22 million as compared to Rs. 102.81 million in the previous year. The Board has not recommended any transfer to general reserves from the profits during the year under review.

The Dividend Distribution Policy is annexed to this report and is also available on the Company’s website at www.linde.in. [Annexure 1]

Consolidated Financial Statements

Although the Company does not have any subsidiary, as per the requirement of Section 129(3) of the Companies Act, 2013 and the applicable Indian Accounting Standard 110 issued by the Institute of Chartered Accountants of India, your Company has prepared consolidated financial statements for the year ended 31 December 2018 together with its joint venture company, viz. Bellary Oxygen Company Private Limited. The said consolidated financial statements of the Company form part of the annual report. However, since the Company does not have a subsidiary, the compliance under Section 136 about separate financial statements do not apply to it.

Details of Joint Venture Company

The Company has one joint venture in the gases business viz. Bellary Oxygen Company Pvt. Ltd., which operates an 855 tpd Air Separation Unit at Bellary, Karnataka for supply of gases under a long-term gas supply agreement to JSW Steel Ltd.’s works at Bellary. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the joint venture company in the prescribed Form AOC-1 is annexed to this report. [Annexure 2]

Prescribed Particulars of remuneration

The disclosures pertaining to ratio of remuneration of each Director to the median remuneration of all the employees of the Company, percentage increase in remuneration of each director and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report. [Annexure 4]

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn and that of every employee, who if employed throughout the year ended 31 December 2018 was in receipt of remuneration aggregating to not less than Rs. 10.20 million; and if employed for part of the said year, was in receipt of remuneration not less than Rs. 0.85 million per month is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the Company excluding this information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request and the said information is also available on the website of the Company. None of the employees is covered under Rule 5(3)(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

Corporate Social Responsibility (CSR)

As a member of The Linde Group, your Company has been a socially responsible corporate and our core values define the way we operate and create value within the larger society. Linde’s core principles and values form the basis of its CSR policy. Your Company is therefore, committed to behave responsibly towards people, society and the environment for inclusive growth of the society where we operate to conserve natural resources and to develop sustainable products. In line with its CSR Policy, Linde India’s CSR commitment centres around four thematic areas- Education, Health, Environment and Livelihood (skill development) and other areas specified in Schedule VII to the Companies Act, 2013.

Some of the CSR projects/ initiatives taken up/sustained during the year include providing special education to differently abled children at Indian Institute of Cerebral Palsy (IICP), supporting homes of underprivileged children and schools run by NGOs at Kolkata, Chennai and Bangalore, drive- safe campaign in collaboration with Kolkata Police and contribution towards flood relief in Kerala. Your Company spent an amount of Rs. 3.26 million during the year on various CSR projects/ activities as above, which far exceeds the mandated CSR spend of Rs. 0.19 million as per the Companies Act, 2013. Your Board is of the view that some of the CSR initiatives need to remain ongoing to sustain the momentum of these initiatives. The details of the CSR projects/ activities for the year 2018 are covered in the Annual Report on CSR activities, which is annexed to this Report. [Annexure 5]

Your Company encourages volunteering of services by its employees into its CSR initiatives, which are measured as employee days spent on CSR projects.

Business Responsibility Report

The Linde Group supports the United Nations Global Compact and every year publishes a detailed Corporate Responsibility Report incorporating the Global Compact’s ten principles and their impact into our business activities in the manner required for GRI reporting. As a member of The Linde Group, your Company has adopted the various policies of its parent, that relate to the 9 principles laid down by Securities and Exchange Board of India for business responsibility reporting by the top 500 listed entities in India based on market capitalisation. As stipulated in Regulation 34(2) of the SEBI Listing Regulations, 2015, your Company has included a Business Responsibility Report as an integral part of the Annual Report for the year 2018 briefly describing initiatives taken by it from an environment, social and governance perspective during the year under review.

Corporate Governance

As a member of The Linde Group, your Company attaches great importance to sound responsible management and good corporate governance. Arising from the completion of the global merger between Linde AG and Praxair, Inc., Linde pic, a company incorporated in Ireland has become the new holding company of both Linde AG and Praxair, Inc. Linde pic now has redefined its vision, mission and strategic direction and has replaced some of its legacy codes and policies to align with the new Linde values. Your Company, however, remains committed to business integrity, high ethical standards and professionalism in all its activities same as ever. As an essential part of this commitment, the Board of Directors of Linde India Limited supports high standards in corporate governance.

It is the endeavour of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In the Linde Group, corporate governance is seen as an on-going process. During the year, the Committee on Corporate Governance set up by SEBI under the Chairmanship of Mr Uday Kotak made several recommendations for improving governance in listed companies. SEBI has vide notification dated 9 May 2018, implemented most of these recommendations by way of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. Your Company closely follows the developments in the governance norms and has taken lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, Deloitte Haskins & Sells, LLP, confirming compliance of the conditions of corporate governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this annual report.

Board Meetings

A calendar of Board and Committee meetings is agreed and circulated in advance to the Directors. The Board met eight times during the year under review, details where of are given in the Corporate Governance Report, which forms part of this Report.

Board Membership Criteria

The Nomination and Remuneration Committee of the Company identifies and ascertains the integrity, qualification, expertise, positive attributes and experience of persons for appointment as Directors and thereafter recommends the candidature for election as a Director on the Board of the Company. The Committee follows defined criteria in the process of obtaining optimal Board diversity which, inter alia, includes optimum combination of executive and non-executive directors, appointment based on specific needs and business of the Company, qualification, knowledge, experience and skill of the proposed appointee etc. The Policy on appointment and removal of Directors, Board Diversity Criterion and Remuneration to Directors/Key Managerial Personnel/ Senior Management forms part of the Nomination and Remuneration Policy of the Company, which is available on the Company’s website at www.linde.in.

Familiarisation Programme for Directors

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of training and familiarization programmes for Directors has been provided under the Corporate Governance Report. Apart from the initial familiarisation program as above, presentations are made to the Board Members at almost all board meetings to enable them to familiarise and update themselves with the changes in the applicable legal framework, competition, industry specific developments, etc. The details of the familarisation programs held during and up to the year 2018 are available on the Company’s website www.linde.in.

Performance Evaluation

During the year, pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board reviewed the process and criteria used in the previous year for evaluating the performance of the Board, its Committees, Chairman of the Board and the individual directors. Arising from the review, minor improvements were made in the performance evaluation form for the year 2018. Like the previous year, an online platform was provided to the Directors for participating in the performance evaluation process, which contained a structured questionnaire for seeking feedback from the directors on certain predefined attributes applicable to them, including some specific ones for the Independent Directors. More details about the performance evaluation process followed by the Board is provided in the Corporate Governance Report.

Declaration of Independent Directors The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Internal Control Systems and their adequacy

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and removal.

The internal control system is supplemented by documented policies, guidelines and procedures. The Company’s Internal Audit Department continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization’s internal controls and risk management procedures. The Internal Audit function submits detailed reports periodically to the management and the Audit Committee. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control systems.

Your Board has in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approved several policies on important matters such as related party transactions, risk management, nomination and remuneration of directors and senior managers, whistle blower mechanism, CSR, insider trading, practices and procedures for fair disclosure of unpublished price sensitive information, materiality of events/ information, preservation of documents, etc., which provide robust guidance to the management in dealing with such matters to support internal control. The Company reviews its policies, guidelines and procedures of internal control on an on-going basis in view of the ever changing business environment.

During the year, Price Waterhouse, Chartered Accountants, who were engaged by the Company last year for reviewing and strengthening the framework of its existing internal financial controls across the Company were engaged for review and testing of the operating effectiveness ofvarious internal controls in the organisation. Price Waterhouse has submitted a report to the Audit Committee and the Board on their findings based on the testing of the key controls for the year 2018. The Statutory Auditors of the Company have also independently reviewed internal financial controls over financial reporting and Price Waterhouse as well the Statutory Auditors have confirmed that these controls were operating effectively as at 31 December 2018. As stated in the Responsibility Statement, your Directors have confirmed that based on the reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls have been adequate and effective during the financial year 2018.

Directors

During the year under review, the Board of Directors of the Company on the recommendation of its Nomination and Remuneration Committee and in accordance with the applicable provisions of the Companies Act, 2013 read with the applicable rules framed thereunder, the Articles of Association of the Company and the SEBI Listing Regulations, 2015, appointed Dr Shalini Sarin [DIN No.06604529] as an Additional Director and subject to the approval of the Members of the Company, as an Independent Director of the Company for a term of five consecutive years with effect from 10 July 2018. Dr Sarin holds office as an additional director up to the date of the ensuing annual general meeting and is eligible for appointment as a Director. Notice under Section 160 of the Companies Act, 2013 has been received from a Member proposing her candidature for the office of Director of the Company.

Mr Sanjiv Lamba, Director and the Non- Executive Chairman of the Company retires by way of rotation at the ensuing Annual General Meeting and has conveyed his decision not to offer himself for reelection as a Director of the Company in view of his broadened responsibilities. Mr Lamba has been a Member of the Audit Committee and the Nomination and Remuneration Committee of the Board. He has made significant contributions to the Company as well as the functioning of the Board and the aforesaid Committees, besides providing dynamic leadership to the Board of Directors during his tenure as the Chairman. The Directors place on record their most sincere appreciation of the invaluable contribution made by Mr Lamba during his tenure as a Director and later as a Chairman of the Board of Directors of the Company.

Necessary resolutions for approval of appointment of Dr Shalini Sarin as a Director and an Independent Director and for retirement by rotation of Mr Sanjiv Lamba as Director of the Company are included in the Notice of the ensuing Annual General Meeting. The Board recommends the aforesaid resolutions for your approval.

KeyManagerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr Moloy Banerjee, Managing Director, Mr Indranil Bagchi, Chief Financial Officer (CFO) and Mr Pawan Marda, Asst. Vice President and Company Secretary. During the year, there has been no other change in the Key Managerial Personnel.

Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit and reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls have been adequate and effective during the financial year 2018.

As required by Sections 134(3)(c) and 134(5) of the Companies Act,2013, the Directors to the best of their knowledge and belief state and confirm:

a. that in preparation of the annual financial statements for the year ended 31 December 2018, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit of the Company for that period;

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the aforesaid annual financial statements have been prepared on a going concern basis;

e. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

Secretarial Standards

The Company has proper systems in place to ensure compliance with the provisions of the applicable standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Related Party Transactions

All related party transactions entered during the year were in ordinary course of business and on arm’s length basis and the same have been disclosed under Note 44 of the Notes to the Standalone Financial Statements. No material related party transactions arising from contracts/arrangements with related parties referred to the Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Section 134(3)(m) read with Companies (Accounts) Rules, 2014 are annexed to this Report. [Annexure 6]

Extract of Annual Return

An extract of Annual Return as on the financial year ended on 31 December 2018 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, is set out as an annexure to the Directors’ Report and forms part of this Annual Report. [Annexure 7]

Outlook

During 2018, the advanced economies of the world showed recovery in economic activity. However, the recent tariff war between U.S. and China, volatility in the global crude prices and geo political concerns have also posed certain degree of risk, all of which have caused some volatility in economic activity. In this backdrop, India has emerged as the fastest growing economy in the world. In the midst of the current socio-political situation, the country is heading for the general elections for electing the next Lok Sabha. India’s macro-economic fundamentals however, remain robust as the growth is driven by domestic consumption. As per the Central Statistics Organization and International Monetary Fund, India is presently poised to achieve a GDP growth of 7% for the current fiscal, which is expected to rise to 7.4% in 2020. On the other hand, the Index of Industrial Production, which is more relevant for the gases business, recorded an average growth of about 5 to 6% during most part of the year 2018. The IIP has however, showed softening during Q4 of 2018, which has also continued in Q1 of 2019.

Steel industry continues to drive demand for gases in India although refineries, automobiles, pharmaceuticals, fabrication, construction, glass, and several end user industry segments contribute to the growth of the gases industry in India. Rapid rise in steel production has resulted in India becoming the 2nd largest producer of crude steel during 2018 from its 3rd largest status in 2017. The Government’s National Steel Policy 2017, which has laid down the broad roadmap for encouraging long term growth for the Indian steel industry augurs well for the gases industry in India.

Automobile industry which is another important segment that drives demand for gases, is expected to grow at a CAGR of 12% between 2017-26 as India is poised to become an auto export hub in the near future.

Healthcare has become one of India’s largest sectors both in terms of revenue & employment. The industry is growing at a tremendous pace owing to its coverage, services and increasing expenditure by public as well private players and the Ayushman Bharat program of the Government of India. Your Company therefore remains optimistic about the Healthcare sector and will continue to maintain the focus it deserves.

While the Indian economy may continue to face the challenges arising from high global crude prices, geo political concerns, the tariff war, etc., your Board remains cautiously optimistic about the future outlook.

Auditors Statutory Audit

Messrs Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm’s Registration No. 117366W/W-100018) was appointed as the Statutory Auditors of the Company at its 81st Annual General Meeting from the conclusion of the said meeting until the conclusion of the 86th Annual General Meeting, subject to ratification of their appointment at every annual general meeting. However, in view of the omission of the first proviso to sub section 1 of Section 139 of the Companies Act, 2013 with effect from 7 May 2018, which required such ratification, it is proposed to pass a resolution for partial modification of the earlier resolution passed by the Members at the 81st Annual General Meeting and the same is included in the Notice of the Annual General Meeting.

The reports of the Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants on the standalone and consolidated financial statements of the Company for the year 2018 form part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the year 2018 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit

The Board of Directors of the Company had appointed M/s. Vinod Kothari & Co., a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the Company for the year 2018. In terms of the provisions of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report dated 18 February 2019 in Form MR-3 given by the Secretarial Auditor is annexed with this Report. The observations made by the Secretarial Auditors in their Report are self-explanatory. The Report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. [Annexure 8]

Cost Audit

In terms of Section 148 of the Companies Act, 2013, the Company is required to have the audit of the cost accounting records conducted by a Cost Accountant. Messrs Bandyopadhyaya Bhaumik & Co., a firm of Cost Accountants conducted this audit for the Company’s financial year ended 31 December 2017 and submitted their report to the Central Government inform CRA 4on11 June 2018. The audit of the cost records for the year 2018 is expected to commence shortly. The Board of Directors of the Company have on the recommendation of the Audit Committee appointed M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants having registration no. 000041 as the Cost Auditor for the year ending on 31 December 2019 to conduct cost audit under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company and appropriate resolution in this regard forms part of the Notice convening the AGM.

Acknowledgements

The Board of Directors wishes to place on record their deep appreciation of the cooperation received from the, bankers, customers, dealers, suppliers and all other business associates and the shareholders of the Company during the year under review. Your Directors also place on record their appreciation of the contribution made by the employees of the Company at all levels.

Your Directors also convey their sincere appreciation of the support and cooperation received from the various Government departments and agencies and look forward to their continued support in the future. The Board also takes this opportunity to thank the Linde Group for their strategic inputs, guidance and support in various operational and functional areas.

Disclaimer

Certain statements in this report relating to Company’s objectives, projections, outlook, expectations, estimates, etc. may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc. whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc. over which the Company does not have any direct control.

On Behalf of the Board

S Lamba

Chairman

DIN: 00320753

Singapore

22 March 2019

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Dec 31, 2017

The Directors have pleasure in submitting their Report together with the Audited Accounts of your Company for the year ended 31 December 2017:

The standalone results for the year and for the previous year are summarized below:

In Rupees million	Year ended 31 Dec. 2017	Year ended 31 Dec. 2016
Revenue from Operations Earnings before interest, tax, depreciation, amortisation (EBITDA)	21,149.87 3,443.80	19,793.58 3,211.85
Less: Depreciation and amortisation expense	2,062.55	1,953.99
Earnings before interest and tax (EBIT)	1,381.25	1,257.86
Less: Finance cost	1,164.69	1,155.74
Earnings before tax before exceptional item	216.56	102.12
Less: Exceptional item	55.00	-
Profit before taxes	161.56	102.12
Tax Expense/ (Release)	(27.82)	(31.98)
Net Profit for the year	189.38	134.10
Total Other Comprehensive Income	11.36	(3.56)
Total Comprehensive Income for the year	200.74	130.54
Retained Earnings: Balance brought forward from the previous year	5,167.28	5,135.68
Add: Net Profit for the year	189.38	134.10
Less: Other Comprehensive Income recognised in Retained Earnings	7.69	25.52
Profit available for appropriation	5,348.97	5,244.26
Appropriations:
Dividend on Equity Shares including dividend distribution tax paid	(76.98)	(76.98)
Retained Earnings: Balance carried forward	5,271.99	5,167.28

Your Company has adopted Indian Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 January 2017. Accordingly, these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

The effect of the transition from IGAAP to Ind AS has been explained by way of reconciliation in the accompanying Standalone and Consolidated Financial Statements.

The detailed information in this regard is furnished in Note 2 on Significant Accounting Policies in the Notes to the financial statements for the year ended 31 December 2017.

Financial Performance 2017

Your Company recorded a satisfactory growth in the overall revenues both in the Gases and related products and Project Engineering business segments despite the disruptions caused during the year under review by the after effects of two major decisions of the Government of India - demonetisation of high value currency notes in November 2016 and implementation of Goods and Services Tax from 1 July 2017. However, these disruptions have started showing signs of abating in the later part of 2017. The improvement in the underlying gases business was seen across the entire spectrum of the Gases business viz. Onsite, Bulk, Packaged Gases and Special products, Healthcare, etc., which became possible on the back of a positive momentum in the key end user industry segments such as steel, automobiles, manufacturing, healthcare, etc. Similarly, the Project Engineering business also witnessed satisfactory progress both in terms of revenues and profits on the back of higher execution of third party orders across the refineries, steel and fertiliser sectors. The detailed analysis of performance of the Gases and Project Engineering businesses is covered later in the discussion on Business Segments.

Total revenues from operations during the year amounted to Rs. 21,149.87 million as compared to Rs. 19,793.58 million which represents a growth of nearly 7% over 2016. The Gases and related business segment revenues clocked Rs. 18,021.35 million recording an increase of over 5% over that of the previous year. Similarly, the Project Engineering Division also attained a higher revenue of Rs. 3,128.52 million, which was up by nearly18% as compared to the previous year.

Operating profit for the year 2017 amounted to Rs. 3,443.80 million, which compares very well with Rs.3,211.85 million achieved in the year 2016, which had included a profit of Rs.155.94 million from disposal of factory land at Tarapur. The charge on account of depreciation and amortisation during the year at Rs. 2,062.55 million was higher as compared to the previous year mainly due to capitalisation of a new Air Separation Unit (ASU) at ITC Bhadrachalam and a full year of depreciation charged on the ASU at Tata Steel, Kalinganagar. The charge also includes provision of Rs.9.26 million towards amortisation of intangible assets and Rs.43.30 million towards impairment of goodwill, which was recognised in earlier years at the time of acquisition of business of Uttam Gases. The finance cost during the year marginally increased to Rs.1,164.69 million from Rs. 1,155.74 million in 2016. This increase is due to the full year impact of interest on the ECB loan for funding the ASU at Tata Steel, Kalinganagar and new inter corporate loan of Rs.500 million availed during the year, partially offset by repayment of ECBs to the tune of Rs.1,860.74 million during the year.

The Profit before exceptional items and taxes for the year under review amounted to Rs. 216.56 million as against Rs 102.12 million in previous year. After considering an extraordinary charge of Rs.55 million towards severance and settlement payment made to employees, the profit before tax during the year amounted to Rs.161.56 million and the net profit after tax amounted to Rs.189.38 million as compared to Rs.134.10 million for the year 2016.

Dividend

Your Directors have recommended a dividend of 10% (Re. 1/- per equity share of Rs.10 each) on 85,284,223 equity shares of Rs.10 each in the Company for the year 2017 as compared to 7.5% (Re. 0.75 per equity share of Rs.10 each) paid in the year 2016. This decision has been taken in view of the improvement in the underlying business, which looks sustainable and the cash flow position of the Company in line with the Dividend Distribution Policy of the Company. The dividend is subject to the approval of the shareholders at the Annual General Meeting scheduled to be held on 16 April 2018. This dividend together with the dividend tax will result in cash outlay of Rs.102.81 million as compared to Rs. 76.98 million in the previous year. The Board has not recommended any transfer to general reserves from the profits during the year under review.

The dividend distribution policy is available on the Company’s website at www.linde.in.

Consolidated Financial Statements

Although the Company does not have any subsidiary, as per the requirement of Section 129(3) of the Companies Act, 2013 and the applicable Indian Accounting Standard 101 issued by the Institute of Chartered Accountants of India, your Company has prepared consolidated financial statements for the year ended 31 December 2017 together with its joint venture company, viz. Bellary Oxygen Company Private Limited. The said consolidated financial statements of the Company form part of the annual report. However, since the company does not have a subsidiary, the compliance under Section 136 about separate financial statements do not apply to it.

Details of Joint Venture Company

The Company has one joint venture in the gases business viz. Bellary Oxygen Company Pvt. Ltd., which operates an 855 tpd Air Separation Unit at Bellary, Karnataka for supply of gases under a long-term gas supply agreement to JSW Steel Ltd.’s works at Bellary. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the joint venture company in the prescribed Form AOC-1 is annexed to this report. [Annexure 1]

Industry Developments

The Gases business serves onsite customers in diverse industry segments such as steel, glass and chemicals sectors and many merchant liquid and compressed gas customers primarily in metal, automobile, fabrication, petrochemical and pharmaceutical sectors. Besides this, the healthcare sector also continues to be an important market for gases. New applications continue to provide growth opportunities. Growth is also supported by the outsourcing of gases requirement under a ‘Build Own Operate’ (BOO) type of supply scheme opportunities mainly in the steel and glass sectors, although a large number of the end use customers continue to own and operate captive ASUs. The Project Engineering business on the other hand specialises in design and engineering, supply, installation, commissioning and sale of air separation units, cryogenic plants, vessels, etc. to third parties on turnkey basis. The project engineering business therefore, reflects changes in investment climate, more particularly linked to new projects in core sectors like steel, refining and petrochemical industries, etc.

The Gases business in India continues to be impacted due to underutilisation of capacity in select markets, especially merchant capacity in the East. The year 2017 saw a revival in the domestic steel industry and manufacturing sector, which provided some fillip to the gases demand during the year. This is also reflected in the movement of the Index of Industrial Production (IIP), which registered a cumulative growth of 3.7% during the period April 2017 to December 2017 while the index of manufacturing also grew by 3.8% during the same period. This has helped in improved loading of the new ASUs commissioned in the last couple of years to some extent. Going forward, a sustainable growth in the IIP is expected to boost the gases demand, which should result in improved plant loading as well as better margins in the business. The Company continued with measures towards cost reduction as well as improvement of operating efficiencies initiated in the previous year. Besides, your Company has been actively rolling out new applications with support from The Linde Group for increasing demand for its gases in the market. The Food Lab and Training Centre set up near Vijayawada is one of the initiatives launched by the Company to demonstrate new applications of its gases in the food and beverage industry. These efforts are helping to create new markets and enhance gas usage, which augurs well for the Company.

The Project Engineering Division (PED), which showed recovery in order intake in the previous year, has further consolidated its order book and execution during the year 2017. The order book in the near term is expected to include new projects in refining and petrochemicals industry.

Business Segments

Your Company’s business has two broad segments, viz. Gases and Related Products and Project Engineering in line with the operating model of its parent, Linde AG.

Gases and Related Products

The Gases and Related Products segment comprises of pipeline gas supplies (Onsite) to very large industrial customers - mainly the primary steel, glass and chemical industries, supply of liquefied gases through cryogenic tankers (Bulk) to cater to mid-size demands across a wide range of industrial sectors and compressed gas supply in cylinders (Packaged Gas) for meeting smaller demand for gases mainly across fabrication, manufacturing and construction industry. The primary production of gases (oxygen, nitrogen and argon) is mostly achieved through cryogenic distillation of air in Air Separation Units (ASU). Oxygen, Nitrogen and Argon may also be produced in the gaseous state and supplied through pipeline to the Onsite customers, or produced in liquid form and stored in insulated cryogenic tanks for supply to Bulk customers or further processed in the Packaged Gas plants to bottle compressed gas in cylinders. The strategy of the bulk and packaged gas business continues to focus on building density and sustaining market leadership through application led gas sales and enhanced service levels. The Gases business is capital intensive by nature as it requires large investments in setting up air separation units as well as new packaged gases sites. The supply chain in the Gases business also requires significant investments in the form of distribution assets and storage networks to service bulk volumes as well as in the form of cylinders to service relatively smaller volumes in the packaged gases business. The Healthcare business, an important part of the Gases business provides high quality gases for pharmaceutical use such as medical oxygen, synthetic air and nitrous oxide in addition to providing state of the art medical gas distribution systems to major hospitals.

The Onsite business, which is a substantial part of the overall gases business of our Company achieved a robust growth of about 12% over the previous year. During the year, the loading of all major onsite Air Separation Plants at Jamshedpur, Bellary and Rourkela was higher than previous year on the back of positive momentum seen in the steel sector. Performance of small and mid-size steel customers however, remained subdued, which has impacted the small on-site (ECOVAR®) business. The Company commissioned its 107 tpd ASU, a new onsite plant at ITC Bhadrachalam in August 2017 and the plant is operating satisfactorily. The other highlights of the Onsite business have been several long-term agreements entered into by the Company, which include agreements for restart of nitrogen supplies to a customer in powder metallurgy and supply of oxygen to a customer in glass industry for meeting their increased demand after expansion.

The merchant and packaged gases business, which comprises of liquid (bulk) and compressed (packaged) gases performed satisfactorily during 2017 recording growth of about 10% over 2016. This growth was achieved despite the tapering of a few large opportunity orders in the bulk segment that contributed significantly to revenues in 2016. This was partially offset by growth in distributor channel sales and higher liquid Argon sales in stainless steel and automobile sectors. The bulk gases revenues recorded a tepid growth of about 3%. On the other hand, the packaged gases recorded a robust growth of 28% driven by higher volumes of argon, specialty and electronic gases and helium.

The growth in the gases business in 2017 has been supported by the automotive and auto ancillary sectors in particular, which registered a robust increase in gas demand through the year. This sector is a major Argon consumer and significantly contributes to higher sales of argon. Besides this, large integrated steel companies and the stainless steel customers have been the other major drivers for growth in the gases volumes.

The Company continued its focus on application based selling of gases, by successfully leveraging on the suite of application technologies available from the Linde Group. The Company made successful breakthroughs in the Pharma sector (implementation of CUMULUS™ technology) and in the F&B segment (cryogrinding of spices, LIN dosing of packaged water, etc.). Besides this, the Company continued its focus on welding application of argon in the manufacturing industry. These efforts have helped to achieve further growth of the gases business. With a view to tap into the growing packaged food industry, the Company also set up a Food Lab and Training Centre near Vijayawada, Andhra Pradesh to showcase Linde’s technology, primarily around food preservation. This is a first of its kind flagship project in India, which will focus on Frozen Food Technology advancement by cryogenic freezing.

This will simultaneously focus on Individually Quick Freezing (IQF), Modified Atmospheric Packaging (MAP), Modified Atmospheric Storage, Cryogenic Grinding Technology for Spices and Oxygenated Environment Technology for Aquaculture.

The Company is also pursuing growth markets away from its ASU Production sites, by setting up Debulking Sites. This works on the Hub and Spoke Model which speeds up delivery, reduces costs and ensures better turnaround of transport vehicles. Three Debulking sites which were commissioned in late 2016 became fully operational and were streamlined during the year under review, and a fourth such site was commissioned in 2017. The Company will continue with this strategy of setting up more Debulking sites where appropriate to increase the geographic spread of business from its existing Air Separation Units.

Healthcare business, which is one of the important part of the Gases business, is becoming one of the largest and prominent sectors in the country both in terms of revenues and employment and has been growing steadily. Your Company has launched light weight aluminium cylinders for medical oxygen in the markets in India. Your Company has also taken actions in some of the markets with an eye on increasing margins in this business. The healthcare sector is upbeat about the Government’s recent budget proposal of covering 10 crore households for medical treatment under the National Healthcare policy. Your Company is looking at extending its foot print in tier 2 and tier 3 cities to further grow its business in healthcare and continues to remain optimistic about this business.

The Company also continued its focus on the Customer Experience (Cx) Programme launched in previous year. The Cx program is meant to actively seek customer feedback and address all customer queries and complaints promptly to ensure that your Company provides the best service level and experience to its customers. This would therefore, positively differentiate Linde India from its competitors. The Cx program was sustained well during the year, and all Cx KPIs showed improvement over the previous year.

Project Engineering

The Project Engineering Division (PED) comprises the business of designing and engineering, supply, installation and commissioning of Air Separation Units (ASU) of medium to large size, apart from projects relating to setting up of nitrogen plants, compressed air systems and specialty gas distribution systems. PED also manufactures cryogenic vessels, small size liquid Nitrogen Plant, steam bath vaporizers, containerized micro plants for cylinder filling for in-house use as well as for sale to third party customers.

The Project Engineering Division recorded a growth of 18% with revenues at Rs. 3,128.52 million during the year 2017 as compared to Rs. 2,645.40 million achieved in the last year. The revenues were achieved from projects related to small air separation plants and specialty gas distribution projects for customers in steel industry. Besides this, PED also executed a few projects outside India which also contributed to the higher revenues.

Projects commissioned during the year include two 120 tpd Air Separation Units - one for a customer manufacturing alloy steel and the other for a customer operating special steel plant and rolling mills. These plants are running successfully and have been handed over to the respective clients. During the year, the Division also executed major part of supplies for 2200 tpd Air Separation Unit for JSW Steel in Dolvi.

Besides third-party projects, PED also executes inhouse projects for the Gases Division. During the year under review, PED successfully commissioned a 107 tpd Air separation unit for the Gases Division’s in-house project at ITC Ltd. Paperboard and Specialty Papers plant in Bhadrachalam. In continued support to growth of Gases business and Application Technology Sales, the Division also helped set up the “Food Lab and Training Centre” near Vijayawada, Andhra Pradesh.

In order to give better support to the Gases Division, PED has, in collaboration with Linde AG, Munich, successfully adopted plant designs which are better suited to the requirement of South Asian markets.

The Division has also upgraded it manufacturing set up, so that it is also able to supply ASU cold boxes for these plants to Linde AG. It has already secured its first such order for a Linde Engineering project in Cairo, Egypt. In pursuit of quality standards in its plant manufacturing operations, the Plant Manufacturing Works of PED has also secured ISO 3834-2 accreditation for welding management systems for supply of equipment to European markets.

While the market scenario in Project Engineering business remained challenging through most part of 2017 reflecting the continued subdued investment climate, there were signs of recovery towards end of 2017. The order intake, which has been largely dominated by many small sized projects during the year, is expected to improve during 2018 as the larger integrated steel plants launch expansion plans and refinery upgrade projects to comply with Bharat Stage VI emission standards are taken up.

As on 31December 2017, the order book position of PED was healthy, and provided an execution pipeline of more than 18 months.

Update on Linde AG’s merger of equals with Praxair Inc.

On 1 June 2017, Linde AG signed a legally binding Business Combination Agreement (BCA) with Praxair Inc. governing the terms and conditions of a merger of equals between the two companies. The BCA provides for a combination of the businesses of the Linde Group and the Praxair Group under a publicly listed new holding company called Linde plc, which has been incorporated in Ireland. Fulfilling one of the closing conditions of the proposed transaction, 92% of the ordinary shares of Linde AG entitled to voting rights were tendered in Linde plc’s exchange offer. Also, approval of the business combination by 83% of the total issued and outstanding shares of Praxair common stock also fulfilled a closing condition. The business combination remains subject to receipt of certain antitrust and other regulatory approvals and is expected to be completed in the second half of 2018.

Opportunities and Risks

Your company sees several opportunities in the Gases business in India. Growing output of steel in India as a result of Government’s procurement policy of providing preference to domestic manufacturing of steel which is also aligned to ‘make in India’ initiative of the Government continues to remain a major opportunity as steel is the main driver of the gases business. Besides, pursuit of gas application technologies provided by Linde AG, also allows the Company to create newer opportunities. Application technology based sales in manufacturing, food and beverage and oil and gas also open new vistas in the gases business. The food lab near Vijayawada, for food processing and cryofreezing applications will also give a fillip to this effort.

Besides this, the rising fabrication activity in automotive and railways, other infrastructure and affordable housing will also spur the demand for gases. The Government’s budget proposal of covering 10 crores households in the country for medical treatment under the National Healthcare policy is a major opportunity for the medical gases business. The planned merger of equals between Linde AG, the ultimate holding company of your Company and the US Company, Praxair Inc. is also viewed as an opportunity as it will help to unlock value through synergy between the two businesses.

On the other hand, aggressive new merchant capacities being added by competition in an already competitive market place, high interest cost on borrowings, over dependence of the business on steel sector, rising cost of power are some of the challenges facing the Gases business.

Risk Management

Your Company’s business faces various risks - strategic as well as operational in both its segments viz. Gases and Project Engineering, which arise from both internal and external sources. As explained in the report on Corporate Governance, the company has an adequate risk management system, which takes care of identification, assessment and review of risks. During the year under review, a risk workshop was held on 19 June 2017, which was attended by the senior management team with a view to refresh the various risks facing the Company. The risks which were being addressed by the Company during the year under review included risk relating to stressed cash flows, risk of failure to make timely repayments of borrowings, dependence of business on steel sector, risk of investments not delivering business case assumptions including merchant credits and impairment, competitive risks in the Gases and Project Engineering, etc. Since the Project Engineering Division of your Company is engaged in execution of various in-house and third-party projects, it carries an inherent risk of time and cost overrun. Your Board of Directors provides oversight of the risk management process in the Company and reviews the progress of the action plans for the identified key risks with a distinct focus on top 5 key risks on a quarterly basis.

The Board had in the previous year approved and adopted a Risk Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that the growth and earnings targets as well as strategic objectives are met.

Finance

The Company had three loan facilities by way of External Commercial Borrowings (ECB) aggregating to Rs. 10,693.28 million from Linde AG at the beginning of the year. 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 were already fully drawn down and fully hedged both with regard to the principal and interest payments.

The repayment of the ECBs started in 2017 and will continue till 2020. During the year Rs. 1,860.74 million was repaid towards ECBs as per preagreed schedule and a balance of Rs. 8,832.54 million was outstanding at the year end.

Your Company also had three USD denominated term loan facilities aggregating to INR equivalent of Rs. 2,500 million from Citi bank consisting of a term loan facility of three years. The term loan facilities were executed in earlier years to fund ongoing small capital expenditure requirement. All the three facilities were fully hedged with regard to the principal and interest payments. During the year, the term loan of Rs. 1,500 million (USD 24.95 million) was repaid and fresh loan of Rs. 1,500 million has been taken (USD 23.28 million).

During the year, the Company negotiated at arm’s length an inter corporate loan of Rs. 500 million from Linde Engineering India Pvt. Ltd.,a group company for a further period of one year. The inter corporate facility was executed as an alternative financing mode for short-term funds. This facility is in addition to the existing inter corporate loan of Rs. 1,000 million from the same party, which was availed in 2016.

During the year, the Company also availed short term loans from its banks for meeting cash flow mismatches, which were repaid during 2017.

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which these financial statements relate and the date of this report.

Deposits

During the year, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.

Significant and Material Orders passed by the Regulators or Courts

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees given and investments made during the year under Section 186 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report. [Annexure 2]

Investor Education and Protection Fund

During the year under review, your Company transferred the 55th unpaid/ unclaimed dividend amount of Rs.0.78 million for the financial year ended 31 December 2009 to the Investor Education and Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 2,15,537 shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years. Further detail in this regard is provided in the Corporate Governance Report.

Safety, Health, Environment and Quality (SHEQ)

Your Company continues to remain fully committed to Safety, which is one of the foundation principles upon which Linde Spirit has evolved and as such Safety remains one of our topmost priority. Compliance with SHEQ rules, standards procedures are pre-requisite for all employees and contractors. The management is committed to ensuring that all personnel are trained and made competent before undertaking any safety critical job for the Company.

At Linde, our aim is to avoid causing any harm to people or the environment. We continually strive to improve the quality and safety of our products and services. Everyone who works for, or with The Linde Group is responsible for their own personal safety and must take care for the safety of those around them. Every employee, contractor, or any other person involved with The Linde Group, e.g. our customers, the community around our sites, and other third parties must be able to go about their work or business without being harmed. Our commitment to Safety and Quality is evident in our Health, Safety, Environment and Quality Policy and Golden Rules of Safety.

The mandatory SHEQ Induction and Training program which started in the year 2014 continues to be enforced with a view to enhance the safety performance and improve the safety culture in the Company.

More than 200 employees and associates were trained in such program in 2017. The Company celebrated Linde Safety Day on 28 April 2017 at all plants and offices with a view to involve and create awareness about safety among all employees, contractors and customers. The theme of the year was “Together let’s embrace Safety” which saw active participation from employees, customers and contractors.

The Company continues to mandate complete transparency in reporting of all accidents and incidents; even the minor incidents are reported.

Thereafter, depending on severity of the incident, the same is duly investigated; corrective actions are identified and actioned upon. The “Lessons from Incidents” (LFIs) of all major Incidents are circulated to prevent repetition of similar incidents.

Transport Safety remains the single biggest challenge and focus area for improvement for your Company. With a view to improve the transport safety further, we have started the process of digitalization for Transport safety operations through introduction of online check list (i-check) for carrying out Pre-Delivery and Post-Delivery inspections to ensure that all defects are captured, timely communicated and necessary actions are taken. The digitisation of the vehicle inspection system has made the process more efficient with complete traceability. Besides, the Company is also putting focus on driver fatigue management systems which uses technology to monitor the alertness of drivers while they are driving. In cab cameras have been fitted in all Linde product delivery vehicles to help review driver behaviour and investigate the cause of any incidents.

With the help of the Major Hazards Review Programme (MHRP), all major high risk sites have been certified with relevant MHRP CAT 1, CAT 2 and CAT 3 certificates. This MHRP programme helps the organization to assess the offsite risk due to our operations. Subsequently on the basis of categorization of risks assessed, risk control measures are established to reduce the offsite risk.

As a part of commitment to environment protection, initiatives like rain water harvesting, water recycling, recycling of waste generated, continue to be reinforced. All ASU sites are certified and sustained with ISO 14001 certification. The actions for certification to the latest ISO 9001:2015 and ISO 14001:2015 standards have also been taken up.

Security vulnerability risk assessments are carried out at high risk sites and effective CCTV monitoring arrangements have been made at some of the high- risk locations.

Human Resources

At Linde we continue to drive the HR strategy, keeping an eye on the future and focusing on the present. We have always aspired to be a Company “Admired for our People” and this is at the core of our Vision statement. This was reinforced in a recently concluded employee opinion survey, where the employee engagement scores showed improvement over the previous survey results. The HR team has the required processes, systems in place and takes all necessary initiatives to keep the employees of Linde ahead in today’s competitive business environment.

Diversity is another core value which is deeply embedded in our culture at Linde India and in fact is a way of life. We believe that there is a compelling business case for diversity as it directly impacts the performance of the company and that there are many ways in which business can benefit from collaboration with a diverse range of stakeholders. As a part of our continuing focus on diversity, we are making slow and steady progress in improving our gender diversity ratio. Through our Young Graduate Development programme, we have hired an equal ratio of male and female candidates.

For the first time in Linde India, we celebrated the International Women’s Day on 8th March 2017 across locations. In order to encourage our women employees to actively engage and network with each other, we launched the Women’s Network titled - WOW (World of Women). The WOW network is a forum for skill building, networking and engaging at workplace. The Linde South Asia Leadership team participated in the Diversity Immersion Workshop in March 2017 which was organized to help the leadership team understand the business case for pursing the Diversity and Inclusion (D&I) agenda, discuss on the Industry-wide best practices to assimilate learning from other organizations and to identify potential challenges and roadblocks that may be encountered in the D&I journey.

While we strengthen our efforts to hire more gender diverse talent, we haven’t let go off our focus on providing a safe and secure working environment by continuous emphasis on Prevention of sexual harassment at Workplace, through awareness sessions. In order to sensitize our employees to gender related issues at workplace, we have initiated workshops on Gender Sensitivity for Line Managers.

In Talent Acquisition, to ensure better fitment of candidates, we have introduced online psychometric assessment tool as part of our hiring process. The tool assesses the candidates against the Linde competencies as required for the role. Combined with this, we are also in the process of training our Line Managers on Behavioural Event Interview (BEI) technique to enhance the quality of interviews. We also have had a continuous effort towards improving the performance culture in the organization by giving special attention and leveraging the Performance Management System (PMS) to identify development plans and capture the aspirations of our talent, besides monitoring performance. Subsequently there has been an additional impetus to grow capable internal talent whenever suitable opportunities evolve. This has become possible because we are hiring talent at the entry level and these steps are helping strengthen the employee engagement and build a solid customer oriented team.

The Company had harmonious employee relations across all its plants and offices in India. As on 31 December 2017, the manpower strength was 735 on its payroll.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company remains committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company’s Policy on Prevention of ‘Sexual Harassment’ is in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc. have been covered under this Policy. The Policy is gender neutral.

During the year 2017, one complaint alleging sexual harassment was received by the Company, which was investigated and redressed by the Internal Complaints Committee and closed.

Prescribed Particulars of remuneration

The disclosures pertaining to ratio of remuneration of each Director to the median remuneration of all the employees of the Company, percentage increase in remuneration of each director and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report. [Annexure 3]

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn and that of every employee, who if employed throughout the year ended 31 December 2017 was in receipt of remuneration aggregating to not less than Rs. 10.20 million; and if employed for part of the said year, was in receipt of remuneration not less than Rs.0.85 million per month is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the Company excluding this information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request and the said information is also available on the website of the Company. None of the employees is covered under Rule 5(3)(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

Corporate Social Responsibility (CSR)

As a member of The Linde Group, your Company has been a socially responsible corporate and our core values define the way we operate and create value within the larger society. Linde’s four basic principles-Safety, Integrity, Sustainability and Respect form the basis of its CSR policy. Your Company is therefore, committed to behave responsibly towards people, society and the environment for inclusive growth of the society where we operate to conserve natural resources and to develop sustainable products. In line with its CSR Policy, Linde India’s CSR commitment centres around four thematic areas- Education, Health, Environment and Livelihood (skill development) and other areas specified in Schedule VII to the Companies Act, 2013.

Some of the CSR projects/ initiatives taken up/ sustained during the year include providing special education to differently abled children at Indian Institute of Cerebral Palsy (IICP), donation to Jamshedpur colony school, supporting homes of underprivileged children and school run by NGOs at Kolkata, Chennai and Bangalore, Safe Drive and Save Life Campaign with Kolkata Police, etc. Although the Company was not required to spend any amount as CSR during the year 2017 as per the provisions of the Companies Act, 2013, the actual CSR expenditure during the year on various projects/ activities amounted to Rs. 3.77 million. The details of the CSR projects/ activities for the year 2017 are covered in the Annual Report on CSR activities, which is annexed to this Report. [Annexure 4]

Your Company encourages volunteering of services by its employees into its CSR initiatives, which are measured as employee days spent on CSR projects.

Business Responsibility Report

The requirement relating to Business Responsibility Report as per Regulation 34(2) of the Listing Regulations, 2015 became applicable to your Company in the previous year with effect from 1 April 2016 and a Business Responsibility Report for the same was included as a part of the Annual Report for the year 2016, which was hosted on the Company’s website. Your Company’s ultimate holding company, Linde AG, publishes a detailed Corporate Responsibility Report covering the ten principles of the United Nations Global Compact and their impact on issues such as human rights, climate change, etc. in the manner required for GRI reporting. As a member of The Linde Group, your Company has adopted the various policies of its parent, Linde AG that relate to the 9 principles laid down by SEBI for business responsibility reporting by the top 500 listed entities in India based on market capitalisation. Your Company has included a Business Responsibility Report as a part of the Annual Report for the year 2017 briefly describing initiatives taken by it from an environment, social and governance perspective during the year under review. However, as a green initiative, the said report is hosted on the Company’s website, which can be accessed at http://www.linde.in/en/investor_relations/ business_responsibility/index.html

Corporate Governance

As a member of The Linde Group, your Company attaches great importance to sound responsible management and good corporate governance. Your Company subscribes to the Linde Spirit and the Code of Ethics of The Linde Group. The Linde Spirit describes the corporate culture manifested in the Linde vision and the values that underpin day to day activities and the Linde’s Code of Ethics sets out the commitment of all employees to comply with legal regulations and uphold the ethical and moral values of the Group. Your Company is therefore, committed to business integrity, high ethical standards and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance.

It is the endeavour of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In The Linde Group, corporate governance is seen as an on-going process. Your Company’s Board therefore closely follows contemporary developments in the governance norms and will take lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, Deloitte Haskins & Sells, LLP, confirming compliance of the conditions of corporate governance, as stipulated under SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 is annexed.

Board Meetings

A calendar of Board and Committee meetings is agreed and circulated in advance to the Directors. The Board met four times during the year under review, details where of are given in the Corporate Governance Report, which forms part of this Report.

Board Membership Criteria

The Nomination and Remuneration Committee of the Company identifies and ascertains the integrity, qualification, expertise, positive attributes and experience of persons for appointment as Directors and thereafter recommends the candidature for election as a Director on the Board of the Company. The Committee follows defined criteria in the process of obtaining optimal Board diversity which, inter alia, includes optimum combination of executive and non-executive directors, appointment based on specific needs and business of the Company, qualification, knowledge, experience and skill of the proposed appointee etc. The Policy on appointment and removal of Directors, Board Diversity Criterion and Remuneration to Directors/Key Managerial Personnel/ Senior Management forms part of the Nomination and Remuneration Policy of the Company, which is available on the Company’s website at www.linde.in.

Familiarisation Programme for Directors

In terms of Reg. 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of training and familiarization programmes for Directors has been provided under the Corporate Governance Report. Apart from the initial familiarisation program as above, presentations are made to the Board Members at almost all board meetings to enable them to familiarise and update themselves with the changes in the applicable legal framework, competition, industry specific developments, etc. The details of the familarisation programs held during and up to the year 2017 are available on the Company’s website www.linde.in.

Performance Evaluation

During the year, pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board reviewed the process and criteria for Performance Evaluation in line with comprehensive Guidance Note on Board Evaluation issued by SEBI vide its circular dated 5 January 2017. Arising from this review, several additional attributes were incorporated in the Performance Evaluation criteria for evaluation of each Director including Independent Directors, Board as a whole, Chairman of the Board, Committees of the Board, etc. The Company provided an online platform to the Directors for participating in the aforesaid performance evaluation process, which contained a structured questionnaire for seeking feedback from the directors on certain pre-defined attributes applicable to them, including some specific ones for the Independent Directors as agreed with the Nomination and Remuneration Committee. More details about the performance evaluation process followed by the Board is provided in the Corporate Governance Report. The Chairman of the Board subsequently shared the analysis of the results of the performance evaluation with the Members of the Board.

Declaration of Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Internal Control Systems and their adequacy

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and removal.

The internal control system is supplemented by documented policies, guidelines and procedures. The Company’s Internal Audit Department continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization’s internal controls and risk management procedures. The Internal Audit function submits detailed reports periodically to the management and the Audit Committee. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control systems.

Your Board has in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, approved several policies on important matters such as related party transactions, risk management, nomination and remuneration of directors and senior managers, whistle blower mechanism, CSR, insider trading, practices and procedures for fair disclosure of unpublished price sensitive information, materiality of events/ information, preservation of documents, etc., which would provide robust guidance to the management in dealing with such matters to support internal control. The Company reviews its policies, guidelines and procedures of internal control on an on-going basis in view of the ever changing business environment. During the year, Price Waterhouse, Chartered Accountants, who were engaged by the Company last year for reviewing and strengthening the framework of its existing internal financial controls across the Company were engaged for implementing design level changes in the controls relating to supply chain arising out of implementation of GST and have also tested the identified key internal controls. They have submitted a report to the Audit Committee and the Board on their findings based on the testing of the key controls. The Statutory Auditors of the Company have also independently reviewed internal financial controls over financial reporting and have confirmed that these controls were operating effectively as at 31 December 2017. As stated in the Responsibility Statement, your Directors have confirmed that based on the reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls have been adequate and effective during the financial year 2017.

Directors

There has been no change in the Board of Directors of your Company since the last Annual General Meeting held on 18 April 2017.

Ms Des Bacher, a non Executive Director of the Company retires by way of rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Necessary resolution for approval of re-appointment of Ms Bacher as a Director of the Company is included in the Notice of the ensuing Annual General Meeting. The Board recommends the aforesaid resolution for your approval.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr Moloy Banerjee, Managing Director, Mr Indranil Bagchi, Chief Financial Officer (CFO) and Mr Pawan Marda, Asst. Vice President and Company Secretary. During the year, there has been no other change in the Key Managerial Personnel.

Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit and reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls have been adequate and effective during the financial year 2017.

As required by Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge state and confirm:

a. That in preparation of the financial statements for the year ended 31 December 2017, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit or loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the aforesaid financial statements on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

Related Party Transactions

All related party transactions entered during the year where in ordinary course of business and on arm’s length basis and the same have been disclosed under Note 46 of the Notes to the Standalone Financial Statements. No material related party transactions arising from contracts/arrangements with related parties referred to the Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Section 134(3)(m) read with Companies (Accounts) Rules, 2014 are annexed to this Report. [Annexure 5]

Extract of Annual Return

An extract of Annual Return as on the financial year ended on 31 December 2017 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, is set out as an annexure to the Directors’ Report and forms part of this Annual Report. [Annexure 6]

Outlook

Globally economic activity has been continuing to firm up with both the American and European economies registering broad based growth. Although the outlook of the advanced economies indicates recovery, the uncertainty with respect to sustainable growth remains. Against this backdrop, India continues to be one of the fastest growing major economies in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF) despite the disruptions caused by demonetisation and implementation of GST during the year under review. The country’s GDP growth for fiscal year 2017-18 is estimated to be around 6.7%. The Government has taken several measures to simplify the GST regime addressing some of the major concerns from industry and business, which is a positive step for the trade and industry. The economic survey presented by the Government also suggests that the worst is behind for the economy, although rising crude oil prices continue to pose a threat.

The fiscal deficit of the Government of India slipped marginally to 3.5% of the GDP against the target of 3.2% and therefore the fiscal deficit target at 3.3% of the GDP for the next fiscal looks more realistic.

Although the gases industry caters to demand from a wide spectrum of industry segments, steel continues to remain the major driver for its growth in India. The country’s steel demand in 2017 was about 87 million tonnes which is forecast to register a growth of 5.7% to about 92 million tonnes in the year 2018. India’s crude steel capacity of about 125 million tonnes makes it the third largest steel producer globally. India’s steel output is expected to grow at a CAGR of 8.9 % during 2017-21. Although the minimum import price restrictions on the steel were finally withdrawn by the Government of India during 2017, a mix of anti-dumping and other safeguard measures are in place on a range of steel items to control the import of cheap steel from overseas, which continues to augur well for the domestic steel industry.

The automobile industry has been one of the drivers of growth of the argon volumes in the gases business. The automobile industry mainly comprises of four wheelers - both passenger and commercial vehicles, and two wheelers. The Company is a supplier of argon to some of the major clients in the automobile sector in India which has been sustaining a robust growth. Besides, the implementation of BS VI by 2020, would necessitate manufacturing of new vehicles to meet these norms. The continuing growth in the sector augurs well for gases industry.

The healthcare market is expected to witness a robust growth in the years ahead. The Government’s budget proposal of covering the country’s large population for medical treatment under the National Healthcare policy is a major opportunity for the medical gases business in the years to come.

While keeping a strong focus on our steel as the core segment for increasing supplies of gaseous oxygen, nitrogen and argon products, your Company has been exploring to expand business in Oil and Gas segment with key focus on natural gas and gaseous oxygen for Petrochemicals and Gasification and hydrogen and syngas for Refinery, Fertilizer and Petrochemicals sectors. Leveraging the strength of the promoters as the most innovative gases company worldwide, your Company will continue to pursue energy and oil and gas segment for profitable growth in the years ahead.

Linde India Ltd has been able to develop capabilities on application technology gas sales and project engineering by leveraging the strengths of its parent, Linde AG in both the gases and engineering segment. With the Company continuing to pursue strategy of profitable growth in both its business segment, the medium to long term outlook for the Company looks positive.

Auditors

Statutory Audit

Messrs Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm’s Registration No. 117366W/W-100018) was appointed as the Statutory Auditors of the Company at its 81st Annual General Meeting from the conclusion of the said meeting until the conclusion of the 86th Annual General Meeting. Necessary resolution for ratification of the appointment of Deloitte Haskins & Sells LLP as the Statutory Auditors is included in the Notice of the Annual General Meeting.

The reports of the Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants on the standalone and consolidated financial statements of the Company for the year 2017 form part of this Annual Report. The statutory auditors have submitted a unmodified opinion on the audit of financial statements for the year 2017 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit

The Board of Directors of the Company had appointed M/s. Vinod Kothari & Co., a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the Company for the year 2017. In terms of the provisions of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report dated 10 February 2018 in Form MR-3 given by the Secretarial Auditor is annexed with this Report. The observations made by the Secretarial Auditors in their Report are self-explanatory. The Report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. [Annexure 7]

Cost Audit

The Central Government’s directions vide their Order dated 10 August 2000 pursuant to Section 148 of the Companies Act, 2013, requires audit of the cost accounting records of the Company relating to Industrial Gases, for every financial year. Messrs Bandyopadhyaya Bhaumik & Co., a firm of Cost Accountants conducted this audit for the Company’s financial year ended 31 December 2016 and submitted their report to the Central Government. The Board of Directors of the Company have on the recommendation of the Audit Committee appointed M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants having registration no. 000041as the Cost Auditor for the year ended 31 December 2017 to conduct cost audit under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The said cost auditors would be conducting the audit of cost records for the year 2017 and submit their report in due course.

Acknowledgements

Your Directors wish to convey their deep appreciation of the assistance and cooperation received from bankers, customers, dealers, suppliers and all other business associates and the shareholders of the Company during the year under review.

Your Directors also convey their sincere appreciation of the support and cooperation received from the various Government departments and agencies and look forward to their continued support in the future. Your Directors take this opportunity to thank the Linde Group for their strategic inputs, guidance and support in various operational and functional areas.

Your Directors also place on record their appreciation of the contribution made by the employees of the Company at all levels.

Disclaimer

Certain statements in this report relating to Company’s objectives, projections, outlook, expectations, estimates, etc. may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc. whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc. over which the Company does not have any direct control.

On Behalf of the Board

S Lamba

Chairman

Mumbai

12 February 2018

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Dec 31, 2016

The Directors have pleasure in submitting their Report together with the Standalone Audited Financial Statements of your Company for the year ended 31 December 2016:

The results for the year 2016 and for the previous year are summarized below:

In Rupees million
	Year ended 31 Dec. 2016	Year ended 31 Dec. 2015
Revenue from Operations (Gross)	19,910.94	17,023.47
Earnings before interest, tax, depreciation and amortization (EBITDA)	3,186.15	2,614.64
Earnings before interest and taxes (EBIT)	51.09	100.56
Exceptional item - income/ (charge)	-	(95.00)
Profit before tax (PBT)	51.09	5.56
Provision for current and deferred tax release/(charge)	42.31	229.01
Profit after tax (PAT)	93.40	234.57
Adjustment for depreciation on re-assessment of useful life of fixed assets as per Sch. II of the Companies Act, 2013		(45.45)
Profit brought forward Profit available for appropriation Appropriations:	5,159.66 5,253.06	5,047.52 5,236.64
Proposed Dividend @ 7.5% (Previous year @ 7.5%) on 85,284,223 Equity Shares of Rs. 10 each	63.96	63.96
Tax on Proposed Dividend	13.02	13.02
Transfer to General Reserve	-	-
Balance carried forward	5,176.08	5,159.66

Financial Performance 2016

Your Company recorded robust growth in its revenues on a standalone basis during the year driven by higher revenues in both its business segments- Gases as well as Project Engineering. Although the macroeconomic environment and overall business sentiments continued to pose challenges, imposition of Minimum Import Price by the Government of India led to increase in domestic production of steel, which augured well for the Gases business. Gases revenue growth of about 14% was primarily due to incremental revenue from newly commissioned 2X 1200 tpd Air Separation Units at Tata Steel''s Greenfield site at Kalinganagar and ramp up of other ASUs commissioned in last couple of years. Similarly, despite a challenging business sentiment in the core sectors, the Project Engineering Division (PED) was also able to achieve revenue growth of 44% over the previous year driven by higher billings from execution of projects in India and overseas markets including new projects won during the year under review.

The Onsite business recorded a growth of 12% during the year driven by higher output in domestic iron and steel industry, which is the major consumer of industrial gases in India. Decline in steel imports during the year from China and other countries following the imposition of Minimum Import Price (MIP) by the Government of India brought some relief for major steel players. The merchant demand recorded a strong growth of 18% as compared to the previous year primarily due to spurt in demand of liquid oxygen and liquid nitrogen from new projects in the iron and steel industry and higher demand of liquid argon in manufacturing of stainless/alloy steel. Packaged gases segment recorded a significant growth of 24% specially driven by demand of welding gases such as Argoshield®, Corgon® etc. in fabrication, automotive and auto-ancillary industries. In healthcare business, the medical gases revenues recorded a modest growth of 11%. PED''s sales from execution of third party projects included projects executed for The Linde Group in Bangladesh and Malaysia. PED continued to strengthen its order book with fresh intake of third party orders worth Rs. 3,413 million during the year.

In the Gases business, your company proactively managed the sourcing of power for its merchant plants leading to savings in energy costs as compared to previous year. Alternative sourcing of power through open access mechanism resulted in reduction in power cost, thereby making the gases business more competitive. Cost control in operations remains one of the key focus areas of your company.

Total revenue from operations during the year amounted to Rs. 19,910.94 million as compared to Rs. 17,023.47 million in 2015, which reflected a robust growth of 17% over the previous year. While the sales of products in the Gases business amounted to Rs. 17,196.32 million as compared to Rs. 15,119.82 million in the previous year, the revenues of the Project Engineering Division amounted to Rs. 2,741.62 million as compared to Rs. 1,903.65 million in the previous year.

The operating profit of the Company for the year 2016 amounted to Rs. 3,186.15 million as against Rs. 2,614.64 million in the previous year. The operating profit for the year includes a profit of Rs. 155.94 million (net) from disposal of factory land at Tarapur. Your Company however, continued to feel the pressure of depreciation and interest cost of the newly commissioned plants, which are gradually ramping up. The depreciation charge for the year stood at Rs. 1,988.73 million as compared to Rs. 1,615.25 million in the previous year. Net finance cost increased from Rs. 898.83 million in 2015 to Rs. 1,146.33 million during the year following the additional interest burden on borrowings for new projects commissioned during the year. The higher depreciation and finance cost have resulted in a lower profit before tax (before exceptional item) for the year at Rs. 51.09 million as compared to Rs. 100.56 million in the previous year. After accounting for a deferred tax release of Rs. 42.31 million during the year, the net profit after tax amounted to Rs. 93.40 million as compared to Rs. 234.57 million in the previous year, which had included a deferred tax release of Rs. 253.26 million arising from investment allowance in respect of plant & machinery of its ASU at Kalinganagar.

Dividend

Your Directors have recommended a dividend @ 7.5% (Re. 0.75 per equity share of Rs. 10 each) on 85,284,223 equity shares of Rs. 10 each in the Company for the year 2016, same as the dividend paid in the previous year. The dividend together with the dividend tax will result in a cash outlay of Rs. 76.98 million. The Board has not recommended any transfer to general reserves from the profits during the year under review.

The Board of Directors of your Company has approved a dividend distribution policy and the recommendation for the current year dividend made by the Board is aligned to the said Policy. The policy is available on the Company''s website at www.linde.in.

Consolidated Financial Statements

Although the Company does not have any subsidiary, as per the requirement of Section 129(3) of the Companies Act, 2013 and the applicable Accounting Standard 21 issued by the Institute of Chartered Accountants of India, your Company has prepared consolidated financial statements for the year ended 31 December 2016 together with its joint venture company, viz. Bellary Oxygen Company Private Limited. The said consolidated financial statements of the Company form part of the annual report. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the joint venture company is attached to the financial statements in Form AOC-1. However, since the company does not have a subsidiary, the compliance under Section 136 about the separate financial accounts, etc. do not apply to it. [Annexure 1]

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company has put in place a Policy on Prevention of Sexual Harassment'' in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc have been covered under this Policy. The Policy is gender neutral.

During the year 2016, no complaints alleging sexual harassment were received by the Company.

Prescribed Particulars of remuneration

The disclosures pertaining to ratio of remuneration of each Director to the median remuneration of all the employees of the Company, percentage increase in remuneration of each director and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report. [Annexure 3]

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn and that of every employee, who if employed throughout the year ended 31 December 2016 was in receipt of remuneration aggregating to not less than Rs. 10.20 million; and if employed for part of the said year, was in receipt of remuneration not less than Rs. 0.85 million per month is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the Company excluding this information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request and the said information is also available on the website of the Company. None of the employees is covered under Rule 5(3)(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

Corporate Social Responsibility (CSR)

As a member of The Linde Group, your Company has been a socially responsible corporate and our core values define the way we operate and create value within the larger society. Linde''s four basic principles-safety, integrity, sustainability and respect form the basis of its CSR policy. Your Company is therefore, committed to behave responsibly towards people, society and the environment for inclusive growth of the society where we operate to conserve natural resources and to develop sustainable products. In line with its CSR Policy, Linde India''s CSR commitment centres around four thematic areas- Education, Health, Environment and Livelihood (skill development).

Some of the CSR projects/ initiatives taken up/ sustained during the year include providing special education to differently abled children at Indian Institute of Cerebral Palsy (IICP), donation to Jamshedpur colony school, public toilets at Gangasagar Mela, sponsoring a specially designed Tata winger bus for use of the children at IICP, supporting homes of underprivileged children and school run by NGOs at Kolkata, Chennai and Bangalore, Safe Drive and Save Life Campaign with Kolkata Police, etc. Against the required CSR spend of Rs. 4.38 million during the year being 2% of the average profit of last 3 years as per the provisions of the Companies Act, 2013, the actual CSR expenditure during the year on various projects/ activities amounted to Rs. 4.52 million. The details of the CSR projects/ activities for the year 2016 are covered in the Annual Report on CSR activities, which is annexed to this Report. [Annexure 4]

As in the earlier year, it is the endeavour of the Company to engage its employees into its CSR initiatives. Although the Company fully met its CSR obligations during the year under review under the Companies Act, 2013, several CSR initiatives and projects planned during the year did not take off due to several reasons.

Business Responsibility Report

Regulation 34(2) of the Listing Regulations, 2015 as amended, inter alia, provides that with effect from 1 April 2016, the annual report of top 500 listed entities based on market capitalization calculated as on 31 March of every financial year shall include a Business Responsibility Report. Since your Company follows calendar year as its financial year, the requirement relating to Business Responsibility Report for its financial year Jan.- Dec. 2016 became applicable to it for part of this year with effect from 1 April 2016, as your Company is one of the top 500 listed entities by market capitalization as on 31 March 2016. Your Company has therefore included a Business Responsibility Report as a part of the Annual Report for the year 2016 briefly describing initiatives taken by it from an environment, social and governance perspective. However, as a green initiative, the said report is hosted on the Company''s website, which can be accessed at http://www.linde.in/en/ investor_relations/business_responsibility/index.html.

Corporate Governance

As a member of The Linde Group, your Company attaches great importance to sound responsible management and good corporate governance. Your Company subscribes to the Linde Spirit and the Code of Ethics of The Linde Group. The Linde Spirit describes the corporate culture manifested in the Linde vision and the values that underpin day to day activities and the Linde''s Code of Ethics sets out the commitment of all employees to comply with legal regulations and uphold the ethical and moral values of the Group. Your Company is therefore, committed to business integrity, high ethical standards and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance.

It is the endeavour of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In The Linde Group, corporate governance is seen as an on-going process. Your Company''s Board therefore closely follows contemporary developments in the governance norms and will take lead in ensuring compliance with the same.

A separate report on Corporate Governance along with the certificate of the Auditors, B S R & Co. LLP, confirming compliance of the conditions of corporate governance, as stipulated under SEBI (Listing Obligations Disclosure Requirement) Regulations, 2015 is annexed.

Board Meetings

A calendar of Board and Committee meetings is agreed and circulated in advance to the Directors. The Board met six times during the year under review, details were of are given in the Corporate Governance Report, which forms part of this Report.

Board Membership Criteria

The Nomination and Remuneration Committee of the Company identifies and ascertains the integrity, qualification, expertise, positive attributes and experience of persons for appointment as Directors and thereafter recommends the candidature for election as a Director on the Board of the Company. The Committee follows defined criteria in the process of obtaining optimal Board diversity which, inter alia, includes optimum combination of executive and non-executive directors, appointment based on specific needs and business of the Company, qualification, knowledge, experience and skill of the proposed appointee etc. The Policy on appointment and removal of Directors, Board Diversity Criterion and Remuneration to Directors/Key Managerial Personnel/ Senior Management forms part of the Nomination and Remuneration Policy of the Company, which is available on the Company''s website at www.linde.in.

Familiarization Programme for Directors

In terms of Reg. 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of training and familiarization programmes for Directors has been provided under the Corporate Governance Report. Apart from the initial familiarization program as above, presentations are made to the Board Members at almost all board meetings to enable them to familiarize and update themselves with the changes in the applicable legal framework, competition, industry specific developments, etc.

Performance Evaluation

The Nomination and Remuneration Committee of the Board formulated and laid down criteria for Performance Evaluation of the Board including its Committees and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, with a view to improve the process of performance evaluation, the pre-defined criteria for performance evaluation were reviewed by the Nomination and Remuneration Committee and the Board. Besides, the Company provided an online platform to the Directors for participating in this process. The manner of performance evaluation process followed by the Board is provided in the Corporate Governance Report.

Independent Director''s Declaration

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Internal Control Systems and their adequacy

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal.

The internal control system is supplemented by documented policies, guidelines and procedures. The Company''s Internal Audit Department continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization''s internal controls and risk management procedures. The Internal Audit function submits detailed reports periodically to the management and the Audit Committee. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control systems.

Your Board has in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, approved several policies on important matters such as related party transactions, risk management, nomination and remuneration of directors and senior managers, whistle blower mechanism, CSR, insider trading, practices and procedures for fair disclosure of unpublished price sensitive information, materiality of events/ information, preservation of documents, etc, which would provide robust guidance to the management in dealing with such matters to support internal control. The Company reviews its policies, guidelines and procedures of internal control on an on-going basis in view of the ever changing business environment. During the year, Price Waterhouse, Chartered Accountants, who were engaged by the Company last year for reviewing and strengthening the framework of its existing internal financial controls across the Company, tested the identified key internal controls. They have submitted a positive feedback and report to the Board on their findings based on the testing of the key controls. The Statutory Auditors of the Company have also independently reviewed internal financial controls over financial reporting and have confirmed that these controls were operating effectively as at 31 December 2016. As stated in the Responsibility Statement, your Directors have confirmed that based on the reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls have been adequate and effective during the financial year 2016.

Directors

During the year, Mr Moloy Banerjee, who was appointed as the Managing Director of the Company in the year 2013, completed his three-year term on 29 July 2016. At the Board meeting of the Company held on 19 July 2016, the Board of Directors on the recommendation of its Nomination and Remuneration Committee, re-appointed Mr Banerjee as the Managing Director of the Company on the terms and conditions including remuneration as recommended by the said Committee with effect from 30 July 2016, subject to the approval of the Members of the Company by a special resolution at the next general meeting and such other approval as may be required. The said terms have been set out in the Agreement dated 16 September 2016 entered into between the Company and Mr Banerjee. These terms have been further modified by the Board with effect from 1 January 2017 on the recommendation of the Nomination and Remuneration Committee at their respective meetings held on 11 February 2017, subject to the approval of the Members of the Company. Necessary resolution for reappointment of Mr Banerjee as Managing Director of the Company with effect from 30 July 2016 together with the terms and conditions of the appointment and remuneration payable to him as above is included in the Notice calling the Annual General Meeting.

Mr Sanjiv Lamba retires by way of rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolutions for approval of re-appointment of Mr Banerjee as the Managing Director of the Company with effect from 30 July 2016 together with the terms and conditions of the re-appointment and remuneration payable to him and for re-appointment of Mr Lamba as a Director of the Company are included in the Notice of the ensuing Annual General Meeting. The Board recommends the aforesaid resolutions for your approval.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr Moloy Banerjee, Managing Director, Mr Indranil Bagchi, Chief Financial Officer (CFO) and Mr Pawan Marda, Asst. Vice President and Company Secretary. During the year, Mr Indranil Bagchi was appointed as the CFO with effect from 19 July 2016 in place of Mr Milan Sadhukhan, who stepped down from the office of CFO with effect from close of business hours on 18 July 2016. During the year, there has been no other change in the Key Managerial Personnel.

Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit and reviews performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews undertaken by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls have been adequate and effective during the financial year 2016.

As required by Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge state and confirm:

a. That in preparation of the financial statements for the year ended 31 December 2016, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit or loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the aforesaid financial statements on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed there under.

Related Party Transactions

All related party transactions entered during the year where in ordinary course of business and on arm''s length basis and the same have been disclosed under Note 46 of the Notes to the Standalone Financial Statements. No material related party transactions arising from contracts/arrangements with related parties referred to the Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Section 134(3)(m) read with Companies (Accounts) Rules, 2014 are annexed to this Report. [Annexure 5]

Extract of Annual Return

An extract of Annual Return as on the financial year ended on 31 December 2016 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, is set out as an annexure to the Directors'' Report and forms part of this Annual Report. [Annexure 6]

Outlook

Indian economy achieved a GDP growth of 7.6% for the fiscal year 2015-16 reflecting signs of pick up in industrial growth. However, the momentum gained by the economy was somewhat impacted due to various global events, such as Brexit, the outcome of which reflects a rising tide of nationalism and a retreat of globalization. The other major development has been the reduction of import of steel in India from China and other countries and closer home, passing of the GST bill in India, which is a positive step for the industry. The demonetization of high value currency notes in India that was announced by the Government on 8 November 2016 with a view to curb black money, corruption, menace of fake currency and pushing India towards digitization, appears to have been reasonably well accepted, although it has impacted factory output and consumption across most industry segments due to contraction of demand. This is also reflected in fall of nearly 0.4% in the Index of Industrial Production in Dec. 2016 from a year ago period. The economic survey 2017 released by the Government expects the growth in FY 2017-18 to be in the range of 6.75% to 7.5%. While the excessive liquidity has led to lower interest rates, the RBI has decided not to cut rates citing upside risk to inflation. With process of remonetisation almost over, some industries including steel, automobiles are showing signs of revival in output and demand.

The Minimum Import Price restrictions introduced by the Government of India last year, which continued during the year provided relief to the domestic steel producers in India. Steel Production capacity in the country is estimated to increase to 130 million MT in 2020. Majority of the expansion in steel making capacity is driven by country''s major steel players like Tata Steel, SAIL, Jindal Steel, etc. However, the depressed prices of steel coupled with contraction in global demand during the large part of 2016, put pressure on prices and margins. The situation seems to be correcting now with perking up of steel prices, leading to some buoyancy lately seen in the steel sector.

Goods & Service Tax (GST) implementation by 2017 along with the other macroeconomic fundamentals points to a growing trend for industrial gases and engineering business. The Government''s budget announcements with focus on infrastructure, rural economy, affordable housing, etc seem to hold lot of promise that can deliver future growth.

Besides the above, the new and upcoming opportunities in the onsite business, may provide significant growth opportunities in the gases business in the form of hydrogen for refineries and de-captivation of air separation units from steel producers. Your Company will continue to selectively pursue such opportunities after due diligence of the business and customer risks. There are also some preliminary gases opportunities in the chemicals sector, which are likely to materialize in the near future.

In summary, the presence of a large domestic population, along with the increase in per capita income of the middle class and the Make in India program of the Government is expected to push domestic demand and spend in core and infrastructure sector in the next 2-3 years. This together with good macro-economic fundamentals of the economy is expected to have positive impact on industrial gases and engineering business of your Company.

Linde India has been able to develop capabilities by leveraging the strengths of its parents both in the gases and engineering segments. With robust integrated business model, the medium term outlook of your Company looks cautiously optimistic.

Auditors Statutory Audit

Messrs B S R & Co. LLP, Chartered Accountants, were appointed Statutory Auditors of the Company at the 79th Annual General Meeting held on 15 May 2015 from the conclusion of that Annual General Meeting till the conclusion of the 81st Annual General Meeting to be held in the year 2017. BSR & Co., LLP would vacate office as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting pursuant to the provisions of Section 139(2)(b) of the Companies Act, 2013 dealing with compulsory rotation of auditors. Pursuant to the applicable provisions of the Companies Act, 2013, on the recommendation of the Audit Committee of the Board, it is proposed to appoint Messrs Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm''s Registration No. 1 17366W/W-100018) as the Statutory Auditors of the Company to hold office from the conclusion of the 81st Annual General Meeting of the Company until the conclusion of the 86th Annual General Meeting. Necessary resolution for the appointment of Deloitte Haskins & Sells as the Statutory Auditors is included in the Notice of the Annual General Meeting.

The reports given by the outgoing Auditors, Messrs B S R & Co. LLP, Chartered Accountants on the standalone and consolidated financial statements of the Company for the year 2016 form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit

The Board of Directors of the Company had appointed M/s. Vinod Kothari & Co., a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the Company for the year 2016. In terms of the provisions of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report dated 08 February 2017 in Form MR-3 given by the Secretarial Auditor is annexed with this Report. The Report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. [Annexure 7]

Cost Audit

The Central Government''s directions vide their Order dated 10 August 2000 pursuant to Section 148 of the Companies Act, 2013, requires audit of the cost accounting records of the Company relating to Industrial Gases, for every financial year. Messrs Bandyopadhyaya Bhaumik & Co., a firm of Cost Accountants conducted this audit for the Company''s financial year ended 31 December 2015 and submitted their report to the Central Government. The Board of Directors of the Company have on the recommendation of the Audit Committee appointed M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants having registration no. 000041as the Cost Auditor for the year ended 31 December 2016 to conduct cost audit under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The said cost auditors would be conducting the audit of cost records for the year 2016 and submit their report in due course.

Acknowledgements

Your Directors would like to express their sincere appreciation of the assistance and cooperation received from the bankers, government authorities, customers, dealers, suppliers, and all other business associates and the shareholders of the Company during the year under review.

Your Directors take this opportunity to thank the Linde Group for their strategic inputs and support in various operational and functional areas.

Your Directors also record their appreciation for the committed and dedicated services by the employees of the Company at all levels.

Disclaimer

Certain statements in this report relating to Company''s objectives, projections, outlook, expectations, estimates, etc may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc over which the Company does not have any direct control.

On behalf of the Board

S Lamba

Chairman

DIN: 00320753

Mumbai

11 February 2017

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Dec 31, 2014

Dear Members,

The Directors have pleasure in submitting their Report together with the Audited Accounts of your Company for the year ended 31 December 2014:

The results for the year and for the previous year are summarized below:

in Rupees million Year ended Year ended 31 Dec. 2014 31 Dec. 2013

Revenue from operations 16,148.67 15,294.96

Operating profit before depreciation and amortisation 2,877.90 2,698.31

Profit after depreciation, impairment and interest, but before exceptional items 35.78 663.38

Exceptional items - 502.70

Profit before tax 35.78 1,166.08

Provision for current and deferred tax release/(charge) 18.22 (392.80)

Profit after tax 54.00 773.28

Profit brought forward 5,149.73 4,564.78

Profit available for appropriation 5,203.73 5,338.06

Appropriations :

Proposed dividend @ 15% (Previous year @ 15%) on 85,284,223 equity shares of Rs. 10 each, absorbing 127.93 127.93

Tax on proposed dividend 25.58 21.74

Transfer to general reserve 2.70 38.66

Balance carried forward 5,047.52 5,149.73

Financial performance

Your Company recorded a subdued performance during the year under review, amidst weak economic conditions and contraction of demand in most of the end user industry segments. While inflation showed some signs of abatement during the year, the slowdown in manufacturing and industrial activity across the country and deferment of new capital expenditure in most segments made market conditions very challenging. Besides, higher depreciation related to recently commissioned plants and higher finance cost on borrowings severely impacted the financial performance for the year under review.

The sluggish demand faced by most of the end user industry segments and many of our customers through the year and over supply position in the markets resulted in significant under utilisation of installed capacities, further impacting the financial performance. Revenue from operations during the year stood at Rs.16,1 48.67 million reflecting a growth of 6% compared to last year. This growth was primarily achieved by revenues realized from the newly commissioned plants, while the base gases and engineering business remained subdued.

Gases business grew by 22% during the year mainly driven by commissioning of 2X 853 tonnes per day (tpd) - air separation units (ASU) at Steel Authority of India Ltd''s works at Rourkela. The incremental revenues from ramping up of the newly commissioned plants in the previous year, viz. 2,550 tpd ASU at Tata Steel in Jamshedpur and 330 tpd merchant ASU at Taloja also contributed to higher revenues in the Gases business. The Project Engineering Division (PED) achieved a turnover of Rs. 2,001.58 million during the year compared to Rs. 3,676.66 million last year due to significantly lower number of new projects. The PED''s business is primarily driven by capacity expansion in steel and refinery segments. These sectors witnessed restrained capex spend by major customers due to adverse market conditions, high interest rates and policy bottlenecks in mining and other core sectors. However, the Division managed to improve overall profit margin through cost savings and efficient project management in ongoing projects.

The operating profit for the year amounted to Rs. 2,877.90 million, which grew by around 7% as compared to Rs. 2,698.31 million in the previous year. This includes a profit of Rs. 66.40 million shown as other income arising from disposal of right to use an apartment at Kolkata. This growth in operating profit has been achieved through focus on application development and promoting value added products like shielding gases and helium. Your Company also initiated cost control measures on various administrative fronts and focused on delivering operational efficiency including by using Six Sigma.

The Profit before exceptional items and taxes for the year under review amounted to Rs. 35.78 million as against Rs. 663.38 million in previous year. The decrease is on account of significantly higher depreciation charge of Rs. 1,813.46 million as compared to Rs. 1,290.43 million in the previous year mainly due to capitalization of new ASUs at SAIL, Rourkela and impairment in value of certain assets under capital work in progress. The steep increase in finance cost from Rs. 744.50 million to Rs. 1,028.66 million further impacted the profits for the year. The significant increase in the finance cost during the year under review is mainly on account of interest on ECB availed for SAIL Rourkela ASUs, which has been fully charged to revenue during the year under review following the capitalisation of the ASUs.

Net profit for the year stood at Rs. 54.00 million as against Rs. 773.28 million in the previous year, which included exceptional income of Rs. 502.70 million from sale of land at Ahmedabad.

Dividend

After a careful review of the Company''s performance, your Board has decided to recommend a dividend of 15% (Rs. 1.50 per equity share of Rs. 10 each) for the year 2014 in respect of 85,284,223 equity shares of Rs. 10 each in the Company, which will be paid out of the undistributed profits of previous financial years pursuant to the provisions of Section 205(1) of the Companies Act, 1956 and the relevant corresponding provisions of the Companies Act, 2013. The dividend together with dividend tax will result in a cash outlay of Rs. 153.51 million. The Board has also recommended a transfer to general reserve of Rs. 2.70 million (Previous Year Rs. 38.66 million) in compliance with the Companies (Transfer of Profits to Reserves) Rules, 1975.

Industry developments

The gases business is capital intensive by nature as it requires large investments in setting up of air separation units as well new packaged gases sites. The supply chain in the gases business also requires significant investments in the form of distribution assets and storage networks to service bulk volumes as well as in the form of cylinders to service relatively smaller volumes in packaged gases business. The industry comprises of major users in steel, chemicals and refinery sectors and a large number of merchant liquid customers primarily in metal, glass, automobile, petrochemicals and pharmaceutical sectors, besides customers for medical gases. New applications continue to provide growth opportunities. This growth is also supported by the increasing outsourcing of gases requirement under a "Build Own Operate" (BOO) type of supply scheme opportunities mainly in steel and refinery sectors.

Business segments

Your Company''s business has two broad segments, viz. Gases and Related Products and Project Engineering in line with the operating model of its parent, Linde AG.

Gases and related products

The Gases and Related Products segment comprises of pipeline gas supplies (On-site) to very large industrial customers - mainly primary steel production and refining industry, supply of liquefied gases through cryogenic tankers (Bulk) to cater to mid-size demands across a wide range of industrial sectors and compressed gas supply in cylinders (Packaged Gases) for meeting smaller demand for gases mainly across fabrication and manufacturing and construction industry. The primary production of gases (oxygen, nitrogen and argon) is mostly achieved through cryogenic distillation of air in Air Separation Units (ASU).

Oxygen, Nitrogen and Argon may be produced in the gaseous state and supplied through pipeline to the on- site customers, or produced in liquid form and stored in insulated cryogenic tanks for supply to bulk customers or further processed in the Packaged Gas plants to bottle compressed gas in cylinders. The strategy of the bulk and packaged gas business continues to be building and sustaining market leadership through application led gas sales and enhanced service levels.

The Healthcare business provides high quality gases for pharmaceutical use such as medical oxygen, synthetic air, nitrous oxide in addition to providing state of the art medical gas distribution systems to major hospitals. Your Company also provides total gas management solutions to private hospital chains and has ambitious plans to expand beyond its current footprint in metro cities. The strategy of the healthcare business is to sustain its leadership position in the large hospitals in metro cities and increase penetration in tier 2 cities with particular focus on supporting private hospital chains in providing total gas management solutions.

The turnover of your Company''s gases business for the year 2014 recorded a growth of about 22% over 2013 despite general slowdown in industrial activities in several sectors. As explained earlier, this growth was primarily achieved by revenues realized from the newly commissioned plants, while the base gases remained subdued. The delay in commissioning of some of the projects impacted the gases business. Merchant and packaged gases business however benefited from cyclical upturn in the automobile industry, which helped your Company in achieving highest ever argon volumes even in these difficult conditions. During the year, your Company was successful in converting a number of its gases application leads into business with customers including wins in new sectors like cement and aluminium. This further reinforces the strength of Linde''s technology solutions that is helping your Company to differentiate itself in the markets. As a result, your Company managed to secure higher oxygen volumes during the year. Higher sale of helium was achieved due to demand from customers in fibre optic cable segment and Government agencies in defence and space research.

Operations played a critical role in a difficult year with focus in the areas of power cost reduction, loss reduction, reliability improvement and plant mode optimization with the help of the Remote Operating Centre (ROC). During the year, 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.

Your Company continues its development towards positioning itself as a solutions provider on the back of gases applications, technologies and services. During 2014, despite a challenging business climate, a large number of business wins were achieved on the back of this strategy. Linde''s REBOX® technology for steel reheating has been installed at a number of steel mills in India. The first contract in India for Linde''s world-leading technology for aluminium melting was also signed. Activities in the cement, heat treatment, foundry, chemistry, and pharma industries are developing at a high pace with successful installations of Linde''s technical solutions. Opportunities are also being pursued in the food industry, particularly relating to freezing. Your Company has a strong focus on the automotive industry and its ancillaries. A technology centre with focus on welding technologies and the automotive industry has been established in Pune. Besides, a number of opportunities are being pursued in the water treatment and clean energy sectors, including involvement in an algae-to-oil project.

The Packaged Gases Business (industrial) grew by about 6% in an intensely competitive market dominated by smaller retailers and refillers. The packaged gases consist of compressed industrial oxygen, argon, nitrogen, electronic and special gases. During the year, your 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. By leveraging its technical know-how and creating the right value proposition, your Company has been successful in stepping up the shielding gases volumes by more than 13% in 2014.

The Special Products and Chemicals (SP&C) business grew significantly by almost 58% on the strength of helium supplies for manufacture of optic fibre as well as in areas of space research and technologically advanced fields of medicine. Since commissioning of Helium transfilling operation at Taloja in 2012, the Company has penetrated successfully into the packaged helium as well as Dewar business. Business in XL grade gases, calibration and process gas mixtures also witnessed good growth - mainly from the Lighting and Automotive Industry. The chemicals and electronics gases business remained subdued due to weak demand from the industry.

The Healthcare segment continues to provide another growth lever for your Company. However, the business is challenged by intense competition and lack of adequate standards that creates an uneven playing field, where the Company has to compete against a lower standard of compliance by local players. This has an impact on the profitability of the Healthcare segment. In this back drop, your Company is focusing on reducing cost, getting out of low margin accounts, and creating differentiated Product and Service Offers (PSOs) including Total Gas Management, where Linde India becomes an integrated part of the Hospital by managing the Gas Supply to patients. Another initiative being pursued in Healthcare business is the introduction of best in class lightweight cylinders with Linde Integrated Valve (LIV), which sets a new benchmark in medical oxygen packaging for use within the hospital wards.

During the year, the National Pharmaceutical Pricing Authority (NPPA) under Ministry of Chemicals, Government of India, fixed a ceiling price for medical oxygen and nitrous oxide by classifying them as emergency drugs. This has created a new challenge for these products in the Healthcare markets and your Company has taken adequate steps to address the same. Your Company has also made necessary representation to the Government Authorities in this regard.

Your Company also continues to work on developing the gases pipeline network at Dahej in Gujarat by adding new customers that can be served from the ASU under construction. The Company is also focusing to develop a pipeline scheme in the Kalinganagar industrial area in Odisha with a long term strategy to grow the gases business in this prominent steel industry cluster.

Your Company sees several opportunities in the Gases business in the medium to long term, which include projected increase in India''s steel making capacity to 200 million metric tonnes by 2020, decaptivation and outsourcing of gases demand by refineries and the Government''s ambitious "Make in India" campaign, with an aim to turn the country into a global manufacturing hub. On the other hand, rising power costs in West and unreliable power supply faced at some of the tonnage plants such as Hyderabad and Selaqui, over capacity in the markets resulting in pricing pressure in merchant business are considered as some of the threats.

Project engineering

The Project Engineering Division engages in the business of engineering, procurement, supply, construction and commissioning of Air Separation Units (ASU), nitrogen generators, hydrogen Pressure Swing Adsorption (PSA) plants, compressed air systems and gas distribution and storage systems. The Project Engineering Division (PED) is engaged for in- house Gases Division projects, as well as for sale of plants to third party customers.

The market condition remained extremely challenging for PED in 2014 as well, when the Division order intake reduced significantly, which is also reflected in the decrease in its revenues. PED achieved revenue of Rs. 2,001.58 million as compared to Rs. 3,676.66 million recorded in 2013. During the year, PED executed projects involving air separation plants, nitrogen plants, compressor air stations in steel industry both in public and private sectors. The 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). In a difficult year, the Division also managed to recover fixed costs by providing engineering supervision and commissioning services to Linde Engineering Taiwan.

Major projects executed during the year include Cryogenic N2 Generator for GAIL (India) Ltd, Pata, Inert Gas and Air Compressor system for ONGC Petro Additions Ltd. Other than these projects, the Division has also completed execution of Cryogenic Nitrogen Generator at OMPL, Mangalore and MRPL Phase III, Mangalore. The Division has thus, maintained its leadership in Cryogenic Nitrogen Plant market. Besides, the Division is also constructing 2X1,250 tpd ASU for NMDC, 1,000 tpd ASU for Bhushan Steel at Meramandali in Odisha utilising technology from Linde Engineering. The execution activities for new compressed air station for RINL''s Visakhapatnam Steel Plant and Nitrogen generation package for GSPC LNG Ltd. at Mundra, Gujarat is at its initial stages. The execution of these and several other projects is progressing well.

As a part of the ongoing support to the growth of Gases Business, PED completed commissioning of 2x853 TPD ASUs at SAIL, Rourkela.

PED is currently also executing another large in house project for the Gases Division for the commissioning of 2x1,000 scale Oxygen plants at Tata Steel''s 3 MTPA steelworks at Kalinganagar in Odisha, which is expected to be completed in 2015. PED is also engaged in dismantling and relocating the 110 tpd ASU from Taloja and its commissioning at a new site at Dahej. The project is in advanced stage of completion and is expected to be on line by H1 2015.

While PED is responsible for execution of in-house ASU projects for the Gases Division, it also continues to remain focused to strengthen its product offerings leveraging on the technological support from Linde Engineering. The Division continues to endeavour to improve its competitiveness through several initiatives by increasing the indigenous component in its plants. The Division''s total third party orders in hand stood at Rs. 2,420 million as on 31 December 2014.

Risks and concerns

Your Company''s business faces various risks such as strategic as well as operational risks in both of its segments viz. Gases and Project Engineering, which arise from both internal and external sources. As explained in the report on Corporate Governance, the Company has an adequate risk management system which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risk relating to execution model of the Company for tonnage projects, over dependence of business on steel sector, continuing increase in inflation, increase in power costs, delay in customer projects, competitive risks, etc. Some of the above risks have reached closure as mitigating actions for them have been fully implemented. Since the Project Engineering Division of your Company is engaged in execution of various in house and third party projects, it has an inherent risk of time and cost overruns due to various reasons. Your Board of Directors provides oversight of the risk management process in the Company and reviews the progress of the action plans for each of the identified key risk on a quarterly basis.

Finance

As on 31 December 2014, your Company had three loan facilities by way of External Commercial Borrowing (ECB) aggregating EUR 199.6 million from Linde AG. The facilities were executed for funding of large air separation units (ASU) at Tata Steel Jamshedpur (2,550 tpd ASU), SAIL Rourkela (2X853 tpd ASU), Tata Steel Kalinganagar (2X1,000 scale Plants) and Hydrogen SMR unit at Asian Peroxide. Out of the three facilities, two EUR facilities aggregating EUR 122 million are fully drawn down. The third facility is a fixed rate INR facility equivalent to EUR 77.6 million and is partly drawn. During the course of the year, INR equivalent of EUR 29.4 million was drawn down and EUR 21.2 million was repaid leaving a net outstanding position of EUR 155.4 million as at the end of the year. The ECBs are fully hedged both with regard to the principal and interest payments.

During the year, the Company has also negotiated and fully drawn down three-year floating rate, two term loan facilities aggregating to USD 24.90 million equivalent of Rs. 1,500 million from Citibank. The term loan facility was executed to fund ongoing small capital expenditure requirement. This facility is in addition to the two-year USD 16.8 million equivalent of Rs. 1,000 million term loan executed in the previous year. All the three facilities are fully hedged with regard to the principal and interest payments.

The overall Working Capital Demand Loan (WCDL) as on 31 December 2014 was Rs. 1,500 million.

During the year, the Company transferred a sum of Rs. 0.81 million of unpaid/unclaimed dividend for the year ended 31 March 2007 to the Investor Education and Protection Fund.

Prescribed particulars

The prescribed particulars required under Section 217(1 )(e) and 217(2A) of the Companies Act, 1956, read with the Rules made there under as amended up to date are given by way of Annexure to this Report.

There were 12 employees who were employed throughout the year and were in receipt of remuneration aggregating to Rs. 6 million or more or were employed for part of the year and were in receipt of remuneration aggregating to Rs. 0.5 million per month or more during the year ended 31 December 2014. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, in terms of the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the said information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company.

Human resources

As a member of The Linde Group, your Company''s human resource function is aligned to its global HR strategy, with intent to support its business strategy. It therefore derives robust support from the Group in areas of recruitment, training, appraisal, compensation, managing and rewarding performance, etc. Human Resources function ensures that all employees are aligned to the organisation''s shared values, management principles and a high performance culture. Your Company strives to embrace best HR practices to become an "Employer of Choice". Your Company aims to maintain its competitive edge by ensuring the right talent for the right job. This is ensured by using multi-pronged selection tools like assessment centres, personality tests and one-on-one interviews. Our recruitment strategy centres on infusing quality talent aligned to the values of Linde with potential to take the organisation to a higher level of performance. Social networking sites are actively used - both as a source of candidate database and also as a platform to create strong employer brand.

At Linde India, learning and development is a way of life. The Linde University e-campus provides on-time and need-based learning opportunities for employees. Online trainings focused on developing leadership competencies among the managers were introduced in 2014. In certain cases, a blend of local site level training, or national level and even international level training programmes leveraging upon the knowledge base and training programmes of the Linde Group are used for development of the employees. All new employees undergo a structured induction program branded as "SAMPARK" and also a detailed Safety Induction program to inculcate the Company''s safety culture among all new joiners.

Your Company continues to actively participate in the Young Talent Development programme which was launched in 2012 along with other Linde group companies in South Asia, as an initiative to nurture and groom talent through a common talent development programme.

This is a unique one-year development programme for graduates, which received special recognition for People Excellence in the 2014 Linde Global HR Awards.

Your Company continued to maintain harmonious industrial relations environment across all its manufacturing locations in the country. Long term settlements for wage revision of unionized staff were concluded at West Bengal, Ahmedabad and Jamshedpur and subsequently implemented across the country. The recently concluded Linde Global Employee Survey saw 96% participation from employees in India, which validates the relationship of mutual trust that the management enjoys with the employees. Your Company had manpower strength of 832 as on 31 December 2014.

Corporate Social Responsibility (CSR)

As informed last year, the Board of Directors of your Company had set up a CSR Committee in February 2014. A CSR Steering Team comprising of cross functional managers was also set up by the Company to recommend CSR initiatives to the Committee and implement the decisions of the CSR Committee and the Board. The CSR Policy of the Company was approved by the Board in May 2014 and it focuses on four thematic areas of Education, Health, Environment and Skill Development. Particular focus is given to engaging employees into the CSR initiatives of the Company. This being the first year of a structured CSR initiative, a part of the year was available for implementation of CSR projects and a number of initiatives are still in the concept stage while your Company is continuing to fine-tune the execution process. Some of the CSR projects/initiatives that were taken up during the year include providing special education to physically handicapped children at Indian Institute of Cerebral Palsy (IICP), donation to Jamshedpur colony school, adoption of one classroom at IICP, working with Disha (NGO) on school for underprivileged children, sponsoring literacy of 300 women through TARA (NGO), health check-up in Rapcha village in Jamshedpur, contribution to Prime Ministers'' National Relief Fund towards relief of flood victims in the state of Jammu and Kashmir, etc. Your Company hopes to increase its CSR activities in the coming years towards meeting its obligations on CSR spend under the Companies Act, 2013, thereby making a positive impact on the community.

Safety, Health, Environment and Quality (HSE)

As a member of The Linde Group, your Company aims to improve the quality of the products and services constantly, while at the same time maintaining highest standards of safety, health and environmental protection.

Safety is one of the foundation principles upon which the Linde Spirit is built and as such continues to be the top most priority for your Company.

In order to reinforce on the HSE agenda, your Company continues to focus on ensuring compliance to the Golden Rules of Safety (set of 8 mandatory rules framed to manage, mitigate and control high risk jobs) at all times. With this objective, your Company regularly conducts Stand Downs to reinforce the Golden Rules of Safety. Stand Downs were conducted to reinforce Golden Rules around Driving and Vehicles, Contractor Management and Lifting Operations during the course of 2014. This follows the stand downs related to Permit-to-Work and Working-at-Height, which were held in 2013.

You will be happy to note that the Gases Division completed the year without any MIRs, while the combined Gases and Engineering divisions completed the "first ever" 365 MIR free days on 26 October 2014 - a significant milestone given the scale and complexity of the operations in India. This safety performance stands out given the particularly difficult road conditions encountered during delivery of our products, and challenges faced by our project teams at construction sites.

Your Company lays great stress on Behavioural Safety which continues to be the key differentiator to help create the right safety culture in the organization to sustain and further improve safety performance. "Site Safe" programme for operating sites and "Act Safe" programme for Drivers were conducted at different locations during the year. Besides this, "Site Safe" sustainability reviews were also carried for a number of operating sites that have been certified previously.

Your Company ended the year without any LTI (Lost Time Injury) of its employees, while only one contactor LTI case was reported in the year. This is indeed a good achievement. However, your Company is working steadfastly to further improve the safety performance with the objective of becoming an "injury free organisation".

Your Company continues to mandate and practice complete transparency in reporting of all accidents and incidents, even the minor ones are reported. Thereafter, depending on the incident, the same is duly investigated and corrective actions are identified and implemented. The "Lessons from Incidents" of all major Incidents are circulated to prevent repeat of similar incidents.

Your Company has also pushed ahead with the Major Hazards Review Programme (MHRP) and we are pleased to report that all major high risk sites have been certified with relevant MHRP CAT 1 and CAT 2 certificates. Your Company uses this programme to measure risks and hazards on a uniform basis for all locations and to establish control measures to minimize these risks as much as possible. In 2014, your Company also focused on MHRP audits of locations where hazardous materials are used or stored.

Your Company also aims to establish a minimum standard for health management and to promote various measures to improve the health management of our employees and contractors. On the Health and Occupational Hygiene (HOH) front, various training and awareness initiatives have been taken up covering manual handling, asbestos and noise management.

Your Company has set up water recycling and rain harvesting facilities at many of its tonnage plant sites. As an integral part of its initiatives to protect the environment, your Company monitors waste generation, emission of greenhouse gases, effluents, quality of air, etc. at the plant sites.

Outlook

India''s economy grew by about 6.2% through 2014. For 2015, the projections show optimism, which is largely due to expectation of policy reforms by the new Government at the Centre, recovery in the global economy, easing liquidity, speed on policy reforms and normal monsoons. The economy is projected to achieve a GDP growth of about 8% during 2015-16 driven by service sector and industrial growth on the back of policy reforms and lower interest rates.

Steel Production capacity in the country is set to increase to 200 million MT in 2020 as compared to a production capacity of 102 million MT in 2013. Majority of the expansion in steel making capacity is driven by country''s major steel players like Tata Steel, SAIL, Jindal Steel, etc. This increase in capacity will make India the second largest steel producing nation. The Steel industry is set to grow at a CAGR of 8-9% over the next five years.

The industrial gases business is expected to have a strong double digit growth in the medium to long term with demand coming in from Steel, Chemicals, Energy, Automobile, etc. Increase in steel production capacity in the country is likely to lead to more on-site gas plants. Besides, the "Make in India" campaign of the Government is expected to attract major investments in capital goods, infrastructure and pharma sector, which augurs well for the growth of Gases industry. Your Company is also focusing on increasing its footprint in food and beverage and the oil and gas markets.

The presence of a large domestic population, along with the increase in its per capita income is expected to provide enough of a demand stimulus to ensure continued economic growth for India. All macroeconomic fundamentals will have positive impact on industrial gases and engineering business.

Your Company has been able to develop itself by leveraging the strengths of its parent- both in the gases and engineering segment and putting best commercial practices in place to win large tonnage gas supply contracts and grow the merchant and packaged gases business. Your Company is thus poised to become the leading industrial gases company in the country.

Internal control systems and their adequacy

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and removal.

The internal control system is supplemented by documented policies, guidelines and procedures. The Company''s Internal Audit Department continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization''s internal controls and risk management procedures.

The Internal Audit function submits detailed reports periodically to the management and the Audit Committee. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control systems. The Company reviews its policies, guidelines and procedures of internal control on an on-going basis in view of the ever changing business environment.

Your Company''s statutory auditors have, in their report, confirmed the adequacy of the internal control procedures.

Secretarial audit

The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated 4 April 2014 had clarified that the financial statements and the documents required to be attached thereto, the Auditor''s Report and the Board''s Report in respect of financial years that commenced earlier than 1 April 2014 shall be governed by the relevant provisions/schedules/ rules framed under the Companies Act, 1956. Therefore, although it was not mandatory for the Company to enclose a Secretarial Audit Report along with its Directors'' Report for the year 2014, your Company has with a view to bring more transparency in compliance with various statutory requirements and as a matter of good corporate governance, complied with the provisions of the Secretarial Audit and a Secretarial Audit Report in Form MR-3 given by Messrs Vinod Kothari & Co., a firm of Practising Company Secretaries is annexed with this Report. The Report confirms that during the period covered by the Audit, the Company has complied with the statutory provisions listed under Form MR-3 and the Company has proper board processes and compliance mechanism in place.

Corporate governance

As a member of The Linde Group, your Company attaches great importance to sound responsible management and good corporate governance. Your Company subscribes to the Linde Spirit and the Code of Ethics of The Linde Group. The Linde Spirit describes the corporate culture manifested in the Linde vision and the values that underpin day to day activities and the Linde''s Code of Ethics sets out the commitment of all employees to comply with legal regulations and uphold the ethical and moral values of the Group. Your Company is therefore, committed to business integrity, high ethical standards and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance. It is the endeavour of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In The Linde Group, corporate governance is seen as an on-going process. Your Company''s Board therefore closely follows future developments in the governance norms and will take lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, B S R & Co. LLP, confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed.

Responsibility statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors state and confirm:

That in preparation of the annual accounts for the year ended 31 December 2014, applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit or loss of the Company for that period.

That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

That they have prepared the aforesaid annual accounts on a going concern basis.

Directors

During the year under review, there has not been any change in the Board of your Company.

At a meeting of the Board of Directors of the Company held on 17 February 2015, on the recommendation of the Nomination & Remuneration Committee, Ms. Desiree Co Bacher, Head of Finance and Control of RSE Regional Office in The Linde Group was appointed as an Additional Director (Non-Executive Director) of the Company with effect from that date. Apart from bringing gender diversity on the Board, Ms. Bacher also brings with her experience of over 20 years covering finance and controlling, project management and driving and managing process improvements in finance. The constitution of your Company''s Board is now fully compliant with the provisions of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. Ms. Bacher vacates office as per Article 92 of the Articles of Association of the Company at the ensuing Annual General Meeting. Necessary resolution for appointment of Ms. Bacher as Director of the Company is included in the Notice calling the Annual General Meeting.

Mr. Sanjiv Lamba retires by way of rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Necessary resolution for re-appointment of Mr. Lamba as a Director of the Company is included in the Notice of the ensuing Annual General Meeting.

At the Board Meeting held on 17 February 2015, Mr. Binod Patwari stepped down as a Director of the Company. Mr. Patwari joined the Board as a Director of your Company on 15 June 2010 and was later inducted in the CSR Committee of the Board set up last year. During his aforesaid tenure, your Board has from time to time benefited from the wise counsel and experience of Mr. Patwari. Your Directors therefore, place on record their sincere appreciation of the valuable contribution made by Mr. Patwari to the Company during his tenure on the Board.

Cost audit

The Central Government''s directions vide their Order dated 10 August 2000 pursuant to Section 233B of the Companies Act, 1956, requires audit of the cost accounting records of the Company relating to Industrial Gases, for every financial year. Messrs Ramani Sarkar & Co., a firm of Cost Accountants in Kolkata conducted this audit for the Company''s financial year ended 31 December 2013 and submitted their report to the Central Government on 27 June 2014. The Company had appointed Messrs Bandyopadhyaya Bhaumik & Co., a firm of Cost Accountants as the Cost Auditor for the year ending 31 December 2014 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs within the due date. The said auditors would be conducting the audit of cost records for the year 2014 and submit their report in due course.

Messrs B S R & Co. LLP, Chartered Accountants, Statutory Auditors of the Company retire, and being eligible, offer them for re-appointment. The Company has obtained a written consent from Messrs B S R & Co.

LLP to the effect that their re-appointment if made, will be within the limits specified under the Companies Act, 2013. In compliance with the provisions of the Companies Act, 2013, it is proposed to reappoint them as statutory auditors of the Company at the ensuing 79th Annual General Meeting to be held on 15 May 2015.

Disclaimer

Certain statements in this report relating to Company''s objectives, projections, outlook, expectations, estimates, etc may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc over which the Company does not have any direct control.

On Behalf of the Board

S Lamba M Banerjee Chairman Managing Director

Jaipur 17 February 2015

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Dec 31, 2012

The Directors have pleasure in submitting their Report together with the Audited Accounts of your Company for the year ended 31 December 2012:

The results for the year and for the previous year are summarised below:

Year ended Year ended in rupees million 31 Dec. 2012 31 Dec. 2011

Revenue from Operations 14,113.45 12,158.52

Operating Profit after depreciation, impairment and interest, but before exceptional items 536.38 1,748.50

Exceptional items (net) 718.62 -

Profit before tax 1,255.00 1,748.50

Provision for current and deferred tax (360.20) (531.93)

Profit after tax 894.80 1,216.57

Profit brought forward 3,863.40 2,856.34

Profit available for appropriation 4,758.20 4,072.91

Appropriations Proposed Dividend @ 15% (previous year @15%) on 85,284,223 Eguity Shares of Rs. 10 each, absorbing 127.93 127.93

Tax on Proposed Dividend 20.75 20.75

Transfer to General Reserve 44.74 60.83

Balance carried forward 4,564.78 3,863.40

Change of name

With a view to benefit from the global brand image of Linde AG in gases and engineering businesses and communicate one identity, particularly to the global customers of the promoter group, your Company initiated action for change of its name to align it with the Linde Group. Pursuant to the special resolution passed by the members of the Company through postal ballot and e-voting on 6 February 2013 and consequent upon all relevant approvals, the name of your Company has been changed to ''Linde India Limited'' with effect from 18 February 2013.

Financial performance

Your company recorded a rather subdued performance during the year 2012 against the backdrop of weak economic conditions and sluggish per- formance across most industrial sectors. During the year under review, your Company had to contend with significant headwinds, which among oth- ers included lower demand from major customers, delay in major projects related to customer delays, inflationary trends in power and other costs, etc. Revenue from Operations for the year 2012 at Rs. 14,113.45 million showed an increase of about 16% over the previous year. Turnover from the gases business grew by nearly 15% mainly driven by commissioning of new air separation units, viz. a 2550 tonnes per day Air Separation Unit for Tata Steel Works at Jamshedpur and a merchant Air Separation Unit having a total liquid capacity of 450 tonnes per day at Taloja. The commis- sioning of a new steam methane refined hydrogen plant for Sterlite Tech- nologies at Aurangabad and a Vacuum Pressure Swing Adsorption plant for Vishnu Chemicals at Vishakhapatnam also contributed to higher revenues in the tonnage business. Healthcare business also contributed to the higher turnover by achieving higher volumes of liquid and compressed medical oxygen as compared to the previous year. Other drivers of growth for the Gases business were the packaged gases and special gases. The Project Engineering Division achieved its highest ever turnover during the year amounting to Rs. 3,888.55 million, which recorded an increase of about 16 % over the previous year. The growth of the Project Engineering busi- ness was mainly driven by execution of large customer projects relating to air separation units, nitrogen VPSA plants, hydrogen PSA plants, pressure reducing stations across refinery and steel industries both in public and private sectors. The Project Engineering Division''s revenues include bill- ings from overseas projects being executed in Bangladesh, Sri Lanka and Indonesia.

The profit before depreciation, interest and taxes for the year 2012 stood at Rs. 2,065.76 million as compared to Rs. 2,462.05 million in the previ- ous year. The profit from operations during the year before exceptional items however, was significantly lower at Rs. 536.38 million as compared to Rs. 1,748.50 million recorded in the previous year.

This sharp decrease in the profits is the result of significantly higher finance costs on long term borrowings and higher depreciation following the capitalization of new plants. The depreciation includes impairment provision of Rs. 84.52 million relating to assets at an electronic gases cus- tomer''s site, arising from the discontinuance of their operations. During the year, your Company disposed of surplus factory land at Vizag and Ban- galore and a profit of Rs. 718.62 million arising from the same has been accounted for as an exceptional item.The profit before tax for the year amounted to Rs. 1,255.00 million as compared to Rs. 1,748.50 million in the previous year and the net profit after tax for the year 2012 amounted to Rs. 894.80 million as compared to Rs. 1,216.57 million achieved in the previous year.

Dividend

Your directors are pleased to recommend a dividend of 15 % (Rs. 1.50 per equity share of Rs. 10 each) for the year 2012 in respect of 85,284,223 equity shares of Rs. 10 each in the Company. The Board has recommended this dividend after careful consideration of the need to cater to the expec- tation of the shareholders on a sustained basis and the need to conserve resources for financing the ongoing investment program towards setting up of new plants and potential acquisitions. The dividend together with dividend tax will result in a cash outlay of Rs. 148.68 million. The Board has also recommended a transfer to General Reserve of Rs. 44.74 million (previous year Rs. 60.83 million) in compliance with the Companies (Trans- fer of Profits to Reserves) Rules, 1975.

Industry developments

The gases business is capital intensive by nature as it requires large invest- ments in setting up of air separation units as well new packaged gases sites. The supply chain in the gases business also requires significant investments in the form of distribution assets and storage networks to service bulk volumes as well as in the form of cylinders to service rela- tively smaller volumes in packaged gases business. The industry comprises of large captive users in steel, fertilizer and refinery sectors and a large number of merchant liquid customers primarily in metal, glass, automobile, petrochemicals and pharmaceutical sectors, besides customers for medical gases. New applications in segments like oil and gas, food freezing, refrig- eration, fire suppression, cement, paper, etc. continue to provide growth opportunities. This growth is being further supported by ''Build Own Oper- ate'' (BOO) type of supply scheme opportunities from the users mainly in steel and refinery sectors, which are increasingly outsourcing their gases requirements.

Business segments

Your Company''s business has two broad segments, viz. Gases and Related Products and Project Engineering in line with the operating model of its parent, Linde AG.

Gases and related products

The Gases and Related Products segment comprises of pipeline gas supplies to very large industrial customers (tonnage), gases in bulk and packaged gases for industrial and healthcare segments. The tonnage customers are supplied gaseous oxygen, nitrogen and argon by pipelines directly from the tonnage plants. Gases in bulk consist of liquid oxygen, nitrogen and argon and packaged gases consist of compressed industrial, electronic and special gases. The Healthcare business is served by a mix of bulk and compressed medical gases, such as medical oxygen, nitrous oxide, etc.

The strategy of the tonnage and bulk business continues to be building and sustaining market leadership through aggressive but profitable growth. The strategy of the healthcare business is to sustain its leadership position in the large hospitals in metro cities and increase penetration in tier 2 cities with particular focus on supporting private hospital chains in providing total gas management solutions.

The turnover of your Company''s gases business for the year 2012 recorded a growth of about 15 % as compared to the previous year. This growth has been mainly driven by incremental revenues from the commissioning of new plants during the year, viz. the 2550 tonnes per day Air Separation Unit for Tata Steel works at Jamshedpur, merchant Air Separation Unit at Taloja, a new steam methane reformed hydrogen plant for Sterlite Technologies at Aurangabad and a Vacuum Pressure Swing Adsorption plant for Vishnu Chemicals at Vishakhapatnam.

Healthcare business also contributed to the higher turnover by achieving higher volumes of liquid and compressed medical oxygen as compared to the previous year. During the year under review, your 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. The acquisi- tion is in an advanced stage of completion and is expected to strengthen your Company''s position and enhance its healthcare revenues in the years ahead. Other drivers of growth for the Gases business were the packaged gases and special gases.

The markets during the year witnessed sluggish demand for industrial gases with some of our customers consolidating or reducing their capac- ity utilization. The demand landscape from some of the major customers forced some of our tonnage plants to operate at lower than full capacity during the year. Our primary markets, viz. steel, glass, automobile, phar- maceuticals, construction and infrastructure sectors demonstrated lower investment appetite for growth. The gases demand was not supported by significant greenfield expansions especially in the automobile sector. The delay in commissioning of large tonnage projects, particularly SAIL Rour- kela Steel Plant ASU, which is being constructed on build, own and operate (BOO) basis has adversely impacted the gases business during the year.

The year 2012 also witnessed rising input costs especially, power and diesel in most of the states in India. The power cost increase in West India was quite significant and the sluggish market situation made it difficult to fully recover such increased costs, thereby putting margins under pres- sure. The steel production in the country in 2012 was more or less stable as the steel majors, Tata Steel and SAIL had to meet their local and export demand despite the cost pressures arising from increased cost for coking coal and iron ore. Our customers among smaller non integrated steel mills also showed flat demand for gases and reeled under liquidity and input cost pressures in 2012. The demand from auto and anciliiary industries as well as stainless steel industry also remained flat round the year. This sector is a major consumer of Argon and has a significant impact on high value Argon sales. Besides, commissioning of a captive onsite ASU by one of the customers in Eastern India significantly reduced the demand for liq- uid oxygen in these markets.

The slowdown in the solar photovoltaic industry reported last year did not show any signs of recovery. During the year, one of the major elec- tronic gases customer discontinued operations in view of their thin film photovoltaic cell technology becoming uncompetitive. As a result, your Company had to take a significant hit by way of impairment of assets at the customer''s plant.

The Application Technology sales organization in the gases business which was set up last year has been successful in securing business by enhanc- ing productivity of customers'' processes in varying industries. Success sto- ries of the Application Technology sales include REBOX® Oxyfuel conver- sion at Kalyani Carpenter Steel, Pune, LINSPRAY® for metal coating at GE Infrastructure Energy, HIGHJET®, for cupola furnaces and CRYOFLEX®, a cryo treatment equipment using liquid nitrogen in the automotive segment. Your Company has also made successful foray into cement industry with a trial order at a leading cement plant in India for their rotary kilns and deco risers. This is the first such initiative for converting air -fuel to oxy fuel kiln operations in the country and is expected to open opportunities in the cement industry. Our packaged shielding gases witnessed significantly higher volumes as a result of focus on technology sales in 2012.

During the year under review, your company steadily expanded its product and service offerings by adding hydrogen, helium and C02 in its portfolio. A new Helium transfill station was commissioned in 2012 at Taloja. New application based sales leveraging Linde''s expertise continues to be an opportunity. This is one of the growth strategies for the gases business of your Company moving forward. The Company also plans to make new investments for growing its retail packaged gases business in 2013 with a view to regain market share in select geographies.

Sharp increase in power costs and poor quality and reliability of power supply continues to be a major concern for our operations. Our ASUs in Hyderabad and Selaqui in North India continue to be impacted as a result of these issues. Economic slowdown and competitive activities owning to over capacity in the market also puts our business under significant pric- ing pressures.

Project engineering

The Project Engineering segment comprises the business of designing, supply, installation and commissioning of tonnage Air Separation Units (ASU) of medium to large size, apart from projects relating to setting up of nitrogen plants, Pressure Swing Adsorption (PSA) plants and gas dis- tribution systems. The Project Engineering Division (PED) also manufac- tures cryogenic vessels for in-house use as well as for sale to third party customers.

The year 2012 witnessed another spectacular performance from the Pro- ject Engineering business, which achieved revenue of Rs. 3,888.55 mil- lion from third party projects. This performance of the Division surpassed previous year''s all time high revenue of Rs. 3,360.22 million achieved by PED and is therefore, the highest ever turnover recorded by the Division so far. As in the previous year, this sterling performance of PED was driven by execution of several projects relating to large air separation units, nitro- gen plants, pressure reducing stations (PRS), cryogenic storage tanks and hydrogen PSA plants across refineries and steel industries both in public and private sector.

The Division commissioned a nitrogen plant for Mangalore Refinery and is currently engaged in commissioning of several other nitrogen plants at LNG Kochi Terminal, National Fertilisers Ltd., Nangal and ONGC Manglore Petrochemicals Ltd. Besides these, several nitrogen plant projects are at different stages of execution including those for ONGC Petro, Dahej and Matix Fertilizers, Durgapur and at GAIL, Pata. The Division has thus main- tained its leadership in cryogenic nitrogen plants. In addition, during the year, the Division also successfully commissioned an oxygen plant for Sesa Goa.

The Division is also currently engaged in the execution of record number of third party large ASU and other projects, progress of which are satisfac- tory. The 600 tonnes per day oxygen plant for Bhusan Power & Steel and a 420 tonnes per day ASU for Neelachal Ispat are under commissioning. The Scale 1000 oxygen plant for Bhusan Steel Ltd, Angul is progressing well. During the year, the Project Engineering Division bagged its largest ever order from National Mineral Development Corporation to the tune of Rs. 3,707 million for supply of 2x1250 tonnes per day Oxygen Plants at Nagarnar, which is under execution. The execution of export orders for Oxygen Plants for customers in Sri Lanka, Indonesia and Bangladesh are also progressing well.

The Division continues to provide greater focus to execution of in-house ASU projects for the Gases Division and is currently executing several large size internal projects for the Company. During the year, the Division suc- cessfully commissioned a 2550 tonnes per day ASU at Jamshedpur for sup- ply 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. The Company''s supply scheme project of 2x853 tonnes per day ASUs located at Rourkela Steel Plant are under pre-commissioning stages. During the year, PED has started execu- tion of 2 nos. scale 1000 Project for Tata Steel at Kalinganagar, which is one of the largest strategic in-house projects under execution.

The Division has given highest priority to make its business more com- petitive and has taken several initiatives in this regard. Such initiatives include indigenous manufacture of erstwhile imported components like radial absorber vessels, ambient vaporizers and special spiral wound steam heated vaporizers, etc.

The Division''s effective collaboration with Linde Engineering as their tech- nology partner continues. This partnership has been successful in bidding and winning several prestigious projects and your Company expects fur- ther enhancement in the consortium activities in near future. The Divi- sion bagged orders valuing about Rs. 4,491 million during the year tak- ing the total third party orders in hand to about Rs. 6,837 million as on 31 December 2012.

Your Company''s business in both its Segments - Gases and Project Engi- neering is exposed to a variety of risks, which emanate from both internal and external sources. As explained in the report on Corporate Governance, the Company has an adequate risk management system that takes care of identification, assessment and review of risks as well as their mitiga- tion plans put in place by their risk owners. The risks identified and being addressed by the Company during the year under review included risk concerning coordination issues in the execution model of the Company for its projects, risks related to merchant and plant loading targets in view of the economic slowdown, over dependence of the business on steel sector, risk of reliability and cost of power at existing plants, risk of competitive pressures, etc. Since the Project Engineering Division of your Company is engaged in execution of various in house and third party projects, it has an inherent risk of time and cost overruns due to various reasons. Your Board of Directors provides oversight of the risk management process in the Company and reviews the progress of the action plans for each of the identified key risks on a quarterly basis.

Finance

The Company had two fully drawn down loan facilities by way of Exter- nal Commercial Borrowing (ECB) totalling EUR 122 million from Linde AG for funding of 2550 tonnes per day ASU for Tata Steel and 2x853 tonnes per day ASUs for Steel Authority''s Rourkela Steel Plant projects. As on 31 December 2012, the aggregate outstanding against the aforesaid ECBs was EUR 115.6 million (Rs. 8,389.57 million). The said ECBs are fully hedged both with regard to the principal and interest payments.

During the year, the Company negotiated a two year term loan facility of Rs. 1,000 million from Citibank for financing of ongoing relatively smaller capital expenditure requirements. As on 31 December 2012, this facility is fully drawn down.

Further, during the year, for financing the Tata Steel Kalinganagar project and Asian Peroxide''s project, the Company has finalized funding arrange- ment of EUR 77.6 million (Rs. 5,553.83 million) by way of a new ECB facility from the parent Company, Linde AG.

Capital expenditure of Rs. 3,820.62 million during the year was mainly towards setting up of 2550 tonnes per day ASU for Tata Steel at Jamshed- pur, 450 tonnes per day merchant ASU at Taloja and towards procurement of distribution resources.

Prescribed particulars

The prescribed particulars required under Section 217(1) (e) and 217(2A) of the Companies Act, 1956, read with the Rules made there under as amended up to date are given by way of Annexure to this Report.

There were 7 employees who were employed throughout the year and were in receipt of remuneration aggregating to Rs. 6 million or more or were employed for part of the year and were in receipt of remuneration aggregating to Rs. 0.5 million per month or more during the year ended 31 December 2012. In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, in terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the said information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company.

Corporate governance

As a member of The Linde Group, your Company recognises the impor- tance of good corporate governance. Your Company is therefore, commit- ted to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance. It is the endeavor of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate man- agement. In The Linde Group, corporate governance is seen as an ongoing process. Your Company''s Board will therefore closely follow future devel- opments in the governance norms and will take lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, B S R & Co., confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed.

Responsibility statement

As required by Section 217 (2AA) of the Companies Act, 1956, the Directors state and confirm:

That in preparation of the annual accounts for the year ended 31 December 2012, applicable accounting standards had been followed along with proper explanations relating to material departures, if any.

That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit or loss of the Company for that period.

That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

That they had prepared the aforesaid annual accounts on a going concern basis.

Directors

Mr Aditya Narayan, an additional director w.e.f. 9 February 2012 was appointed as a Director of the Company at the 76th Annual General Meet- ing held on 17 May 2012. There has not been any change in the Board of your Company since the last Annual General Meeting.

Mr Sanjiv Lamba, Chairman of the Board, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappoint- ment. Necessary resolution for reappointment of Mr Lamba as a Director of the Company is included in the Notice of the ensuing Annual General Meeting. The Board recommends the said resolution for your approval.

Cost audit

The Central Government''s directions vide their Order dated 10 August 2000 pursuant to Section 233 B of the Companies Act, 1956, requires audit of the cost accounting records of the Company relating to Industrial Gases, for every financial year. Messrs S. Gupta & Co., a firm of Cost Accountants in Kolkata conducted this audit for the Company''s financial year ended 31 December 2011. The Cost Auditors'' appointment for the financial year 2012 was considered by the Board of Directors on the recommendation of the Audit Committee and necessary application for approval of the appointment of the cost auditor had been filed with the Central Govern- ment. The Company has subsequently received the approval of the Min- istry of Corporate Affairs in the Central Government for appointment of M/s. Rammani Sarkar & Co. as Cost Auditors for auditing the cost accounts relating to industrial gases as well as Project Engineering Division for the financial year ended 31 December 2012. The Cost Auditor would take up the audit as soon as possible and would submit its report for the year 2012 within the due date.

Auditors

Messrs B S R & Co., Chartered Accountants, Auditors of the Company retire, and being eligible, offers themselves for re-appointment. The Company has obtained a written consent from Messrs B S R & Co. to the effect that their re-appointment if made, will be within the limits specified under Sec- tion 224 (1 B) of the Companies Act, 1956.

With regard to the Statutory Auditors'' remarks in their report about utilization of short term funds for long term purposes, your Company believes that this gap in the long term funds was temporary in nature, when it had to utilize short term funds for procurement of distribution assets and towards set- ting up of a packaged gases site.

Disclaimer

Certain statements in this report relating to Company''s objectives, projections, outlook, expectations, estimates, etc may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc over which the Company does not have any direct control.

On Behalf of the Board

S Lamba S Menon

Chairman Managing Director

On behalf of the Board: Kolkata

S Lamba, Chairman 19 February 2013

S Menon, Managing Director

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Dec 31, 2010

The Directors have pleasure in submitting their Report together with the Audited Accounts of your Company for the year ended 31 December 2010:

The results for the year and for the previous year are summarised below:

Year ended Year ended 31 Dec 2010 31 Dec 2009 Rs. in million Rs. in million

Gross Sales 10361.08 8359.18

Operating Profit after depreciation, impairment and interest, but before exceptional items 1295.71 920.00

Exceptional items (Net) — (17.42)

Profit before tax 1295.71 902.58

Provision for current, deferred & fringe benefits tax (359.38) (370.16)

Profit after tax 936.33 532.42

Profit Brought Forward 2116.01 1759.88

Profit available for appropriation 3052.34 2292.30

Appropriations:

Proposed Dividend @ 15% (Previous year @ 15%) on 85,284,223 Equity Shares of Rs.10 each, absorbing 127.93 127.93

Tax on Proposed Dividend 21.25 21.74

Transfer to General Reserve 46.82 26.62

Balance carried forward 2856.34 2116.01

Financial Performance

The Companys performance during the year showed further improvement over the previous year following consistent revival in the various end user industry segments driven by fiscal stimulus packages put in place by the Government in the year 2009. Turnover for the year ended 31 December 2010 at Rs.10361.08 million recorded a robust increase of 24% compared to Rs. 8359.18 million for the previous year. The turnover from the gases business grew by over 37% driven mainly due to the full ramp up of the 1800 tonnes per day Air Separation Unit (ASU) at JSW Steel works at Bellary, acquisition of three existing ASUs of Industrial Gas Division of Tata Steel with an aggregate capacity of 1050 tonnes per day pursuant to long term contract with the said customer and the commissioning of a new 221 tonnes per day merchant ASU at Selaqui near Dehradun in North India. Other drivers of growth for the gases business were the higher volumes achieved by the healthcare business

and packaged gases, mainly the special gases. Your company continued to leverage the first mover advantage in the electronic gases during the year, which resulted in a healthy growth of about 87% in its revenues over that of the previous year. Project Engineering business, which had doubled its turnover in the previous year recorded third party billings to the tune of Rs.3031.08 million during the year under review, which marginally surpassed all time high turnover achieved by the Project Engineering Division in 2009. The third party billings of the Division during the year were mainly driven on the back of execution of several large air separation unit projects, nitrogen VPSA plant and hydrogen PSA plants mainly across public sector refineries and steel companies.

The Company recorded Profit before interest, tax and exceptional items of Rs. 1243.77 million for the year ended 31 December 2010, reflecting a healthy growth of 43% over the preceding year driven by strong growth in base business and new tonnage

business during the year, coupled with operating and other cost efficiencies. The net profit in the year 2010 amounted to Rs.936.33 million, a significant increase over Rs.532.42 million achieved in the previous year.

Dividend

Your directors are pleased to recommend a dividend of 15% (Rs. 1.50 per equity share of Rs. 10 each) for the year 2010 in respect of 85,284,223 equity shares of Rs.10 each in the Company. The Board has recommended this dividend after careful consideration of the matter with a view to balance the expectation of the shareholders and the need to conserve resources for financing the ongoing investment program towards setting up of new air separation units for supply scheme as well as merchant business. The dividend together . with dividend tax will result in a cash outlay of Rs. 149.18 million. The Board has also recommended a transfer to General Reserve of Rs. 46.82 million (Previous Year Rs. 26.62 million) in compliance with the Companies (Transfer of Profits to Reserves) Rules, 1975.

Corporate Governance

As a member of The Linde Group, your Company recognises the importance of good corporate governance. Your Company is therefore, committed to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance. It is the endeavour of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In The Linde Group, corporate governance is seen as an ongoing process. Your Companys Board will therefore closely follow future developments in the governance norms and will take lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, B S R & Co., confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed.

Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors state and confirm:

That in preparation of the annual accounts for the year ended 31 December 2010, applicable accounting standards had been followed along with proper explanations relating to material departures, if any.

That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit or loss of the Company for that period.

That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That they had prepared the aforesaid annual accounts on a going concern basis.

Directors

During the year, Mr Binod Patwari, Head of Finance and Control, South and East Asia of The Linde Group was appointed as an Additional Director (non executive) of the Company with effect from 15 June 2010. Mr Patwari vacates his office as an Additional Director under Article 92 of the Articles of Association of the Company at the ensuing Annual General Meeting and it is proposed to appoint him as a Director at the said meeting. Mr Patwari is presently Head of Finance and Control, Asia Pacific of The Linde Group.

Mr Kashyap Roy, who was appointed Finance Director of the Company in February 2009 suddenly passed away on 1 August 2010 and ceased to be a Director of the Company with effect from the said date. Your Directors express deep regret on the sad and untimely demise of Mr Roy and place on record their sincere appreciation of the contribution made by him to the functioning of the Board during his tenure as Finance Director of the Company.

Dr J J Irani retires by rotation at the ensuing Annual General Meeting and does not offer himself for re-election. Your Board has regretfully acceded to Dr Iranis request. As per the requirement of Section 256(4) of the Companies Act, 1956 and Article 105 of the Articles of Association of the Company, an appropriate resolution for not filling the vacancy caused by the retirement of Dr Irani has been included in the Notice of the ensuing Annual General Meeting for consideration and approval of the shareholders. Accordingly, Dr Irani will cease to be a director of the Company from 2 June 2011. Dr Irani has been serving on your Board since 1987 and his deep understanding of the metallurgical industry has helped your Company to better grasp the emerging opportunities in this sector. During his long tenure as a Director of the Company, your Companys Board and its Audit and Remuneration Committees have benefited from the wise counsel and advice of Dr Irani. Your Directors therefore, place on record their sincere appreciation of the valuable contribution made by Dr Irani to the deliberations of the Board as well as towards the growth of the Company.

Cost Audit

The Central Governments directions vide their Order dated 10 August 2000 pursuant to Section 233B of the Companies Act, 1956, requires audit of the cost accounting records of the Company relating to Industrial Gases, for every financial year. Messrs S. Gupta & Co., a firm of Cost Accountants, conducted

this audit for the year ended 31 December 2009. The Company had also received the approval of the Central Government for appointment of M/s. S. Gupta & Co. for audit of cost records for the financial year 2010.

Auditors

Messrs B S R & Co., Chartered Accountants, Auditors of the Company retires, and being eligible, offers them for re-appointment. The Company has also obtained a written consent from Messrs B S R & Co. to the effect that their re-appointment if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Disclaimer

Certain statements in this report relating to Companys objectives, projections, outlook, expectations, estimates, etc may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be

given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc over which the Company does not have any direct control.

On Behalf of the Board

Srikumar Menon S M Datta Managing Director Chairman

Kolkata, 25 April 2011

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Dec 31, 2009

The Directors have pleasure in submitting their Report together with the Audited Accounts of your Company fortheyearended31 December 2009:

The results for the year and for the previous year are summarised below:

Year ended Year ended 31 Dec 2009 31 Dec 2008 Rs. in million Rs. in million

Gross Sales 8359.18 5716.60

Operating Profit after depreciation, impairment and interest, but before exceptional items 920.00 832.33

Exceptional items (Net) (17.42) 245.68

Profit before tax 902.58 1078.01

Provision for current, deferred & fringe benefits tax (370.16) (277.61)

Profit after tax 532.42 800.40

Profit and Loss Brought Forward 1759.88 1149.17

Profit available for appropriation 2292.30 1949.57

Appropriations :

Proposed Dividend @ 15% (Previous year @ 15%) on 85,284,223 Equity Shares of Rs.10 each, absorbing 127.93 127.93

Tax on Proposed Dividend 21.74 21.74

Transfer to General Reserve 26.62 40.02

Balance carried forward 2116.01 1759.88

Financial Performance

The performance of the Company during the year was very satisfactory. The signs of slow down, following the global economic downturn that started in late 2008 impacting economies of the world to varying degrees, were less pronounced in India and both the Gases and Project Engineering businesses of the Company showed robust growth. Turnover for the yearended31 December 2009 at Rs. 8,359.18 million recorded an increase of 46% compared to Rs. 5716.60 million for the previous year. The turnover from the gases business grew by 25%, driven mainly by the commissioning of a new 1800 tpd Air Separation Unit (ASU) at Bellary for supply of gases to JSW Steel. Other drivers of growth for the gases business were the higher volumes achieved by the healthcare business and packaged gases, mainly the specialty gases. Electronic gases, where the Company had first mover advantage in the industry also contributed satisfactorily to the overall revenues.

Turnover of the Project Engineering business doubled, recording a growth of over 100% on the back of large orders executed mainly in the steel and refinery sectors in the PSU space.

The Company recorded Profit before interest and exceptional items of Rs. 871.77 million for the year ended 31 December 2009, reflecting a healthy growth of 48% over the preceding year driven by strong growth in base business and new tonnage business during the year, coupled with operating and other cost efficiencies. The net profit in the year 2009 amounted to Rs.532.42 million against the previous years net profit of Rs. 800.40 million, which however included interest income of Rs. 242.69 million and exceptional income of Rs. 245.68 million mainly comprising sale of property and gains arising from a finance lease arrangement. Excluding these one off incomes in the previous year, the net profit for the year grew by 60% on an underlying basis.

Dividend

Your directors are pleased to recommend a dividend of 15% (Rs. 1.50 per equity share of Rs. 10 each) for the year 2009. The Board has recommended this dividend after carefui consideration of the need to conserve resources for financins of some larse supply scheme and merchant Air Separation Units, which are under execution, besides those that are in various stages of bidding and negotiation. The dividend together with dividend tax will result in a cash outlay of Rs.149.67 million. The Board has also recommended a transfer to General Reserve of Rs. 26.62 million (previous year Rs. 40.02 million) in compliance with the Companies (Transfer of Profits to Reserves) Rules, 1975.

Industry Developments

The gases business is capital intensive and requires large investments in air separation units, distribution assets and storage networks to service bulk volumes at competitive prices. The industry comprises of large captive users in steel, fertilizer and refinery sectors and a large number of merchant liquid customers primarily in metal, glass, automobile, petrochemicals and pharmaceutical sectors, besides customers for medical gases. New applications in areas like food freezing, refrigeration, fire suppression, solar photovoltaic, etc continue to provide growth opportunities. This growth has been adequately supported by Build Own Operate (BOO) type of supply scheme opportunities from the captive users mainly in steel and refinery sectors, which are increasingly outsourcing their gases requirements to gases specialists.

The gases industry typically follows its end user segments, most of which are on growth mode. India began the year 2009 on a somewhat subdued note as a result of slow down following the global economic downturn in late 2008. With impact of the downturn less pronounced in India and the recovery in the economy being faster than expected, steel majors and the public sector refineries in the country have been implementing their expansion plans, resulting in increase in demand for gases. All global gas majors have been competing for their respective share of the incremental gases demand in line with their financial strengths and investment plans for the emerging markets. The solar photovoltaic industry in India is also expected to create additional demand for special and electronic gases.

Business Segments

Your Companys business has two broad segments, viz. Gases and Related Products and Project Engineering in line with the operating model of its parent, Linde AG.

Gases and Related Products

The Gases and Related Products segment comprises of gases in bulk, packaged gases and related products. Gases in bulk consist of liquid oxygen, nitrogen and argon and the packaged gases consist of compressed industrial, medical, electronic and special gases packaged in cylinders. This segment therefore, covers customers in Tonnage, Bulk, Packaged Gases and Healthcare businesses.

The turnover of your Companys Gases business for the year under review grew by 25% compared to the previous year. This growth was mainly driven by additional revenue generated from the Companys new 1800 tonnes per day Air Separation Unit (ASU) at Bellary, which was commissioned in March 2009. This is presently the largest operating ASU of your Company supplying oxygen, nitrogen and argon through pipeline to JSW Steel works under a long term agreement with the said customer. The ASU also produces additional liquid products for the merchant market. The revenue for the healthcare business registered a healthy growth of 16% over last year on the back of new orders for both gas supplies as well as medical engineering services. The revenues from both liquid and compressed medical oxygen recorded a growth of 15% over last year. The medical engineering services witnessed a significant growth arising from new orders for pipelines at large private and public hospitals. Special and electronic gases also recorded good growth in revenues in view of higher demand from new and existing customers in Solar Photovoltaic space. Welding and safety products also maintained the momentum of growth witnessed in the earlieryears.

As a part of the strategy for argon business, in view of lower domestic demand due to slow down in steel, automobile, etc., your Company aggressively entered the export markets in the Middle-East, which helped protect argon volumes albeit at lower prices. As the domestic demand has started to pick up on the back of revival in steel, automobiles, metal fabrication, etc., the Company plans to carefully review its exports in the short to medium term in view of the prevailing economic conditions in these markets.

Durins the year, your Company sisned Iong term gas supply contracts with Steel Authority of India Ltd., Jindal Stainless Ltd. and Tata Steel Ltd. for supply of oxysen, nitrogen and argon to them from onsite plants. The construction of these plants is progressing well, which includes setting up of a 2550 tonnes per day ASU for Tata Steel at Jamshedpur. Once commissioned, this would be the largest ASU in the steel sector in South and East Asia. As a part of the long term contract with Tata Steel, your Company has recently taken over the three existing ASUs of the Industrial Gas Division of Tata Steel and is operating them in the interim period. During this year, your Company has also reviewed its strategy for the fast growing West India market and has decided to replace the existing ageing ASU at its Taloja site by setting up a new ASU with a larger capacity at the same site for catering to the growing demand in this market. Your Company has also signed a long-term supply contract with Owens Corning and will set up an oxygen generator at Taloja for meeting their oxygen demand.

Your Company continued its focus on operational excellence and safety during the year under review. In order to improve operational safety, your Company has installed a new state of the art liquid nitrous oxide plant at Hyderabad for meeting the total demand for the product in domestic market and plans to close down its ageing nitrous oxide plants at Ahmedabad and Kolkata after commissioning of the debulking facilities at these locations.

In order to improve the logistics planning of liquid products, the Company launched the Groups Global Optimised Liquid Distribution scheduling package called GOLD. The system became operational in July 2009 with the setting up of a National Scheduling Centre at Kolkata. The scheduling of distribution of liquid products in the Company is now managed through the new system. This system is expected to reduce the number of trips made by the tankers as well as kilometers run, thereby reducing cost of distribution and improving distribution efficiency. The Fleet Control Room set up in Kolkata for monitoring the movement of the Companys fleet of tankers has shown encouraging results by improving driver behaviour, driving pattern of the tankers, besides providing real time information about the status of each tanker on the road as well as the customers sites.

Project Engineering

The Project Engineering segment comprises the business of designing, supply, installation and commissioning of tonnage air separation units of medium to large size, apart from projects relating to setting up of nitrogen plants, hydrogen PSA plants and gas distribution systems. The Project Engineering Division (PED) also manufactures cryogenic and non- cryogenic vessels for in-house use and sale to third party customers.

The Project Engineering Division achieved yet another outstanding performance during the year under review, recording its highest ever third party turnover of Rs.3007.58 million. The Division achieved a growth of more than 105% in the turnover, which acquires more significance as it came despite its commitment to several in-house projects. This robust performance of the PED was driven by billings towards several Air Separation Units, nitrogen plants and hydrogen PSA plants across refineries and steel companies primarily in the public sector. Margins however, continued to be under pressure owing to the highly competitive market environment.

During the year, the Division successfully commissioned the Companys most prestigious project of an 1800 tonnes per day Air Separation Unit at JSW Steel works at Bellary pursuant to a long term gas supply contract with the customer. In addition, the Division commissioned several nitrogen plants including those at Indian Oil, Hindustan Petroleum, etc. The Division has also installed nitrogen plants at Bongaigaon Refinery and Bina Refinery, which are ready for commissioning. The Division also commissioned Hydrogen PSA plants for Hindustan Petroleum and Bongaigaon Refinery. The Division has thus maintained its leadership in cryogenic nitrogen generators and has acquired leadership in the Hydrogen PSA plants as well.

The Division is currently engaged in the execution of a record number of projects including several in- house projects for the gases division, all of which are progressing satisfactorily. The ASU projects for Steel Authority of India Ltd.s Rourkela Steel Plantand IISCO, Burnpur, merchant ASU in North India as well as Large Compressed Air Station for Bhilai Steel Plant are in advanced stages of completion and these projects are slated to be commissioned during the year 2010. Besides these, several nitrogen plant projects are at different stages of execution including those at Kochi Refinery, Barauni Refinery, Mangalore Refinery and GNFC Ltd. The Division has started construction of the 2,550 tonnes per day Air Separation Unit at Jamshedpur works of Tata Steel Ltd. pursuant to a long term gas supply contract signed with the said customer. When commissioned, this plant will be the largest ASU in India and the largest ASU of The Linde Group in Asia. The Division has also started construction of the merchant ASU at Taloja and a VPSA plant pursuant to a gas supply scheme for Owens Corning at Taloja.

The Divisions effective collaboration with Linde Engineering as their technology partner continues, which has helped them in successfully bidding and winning several prestigious projects. The Division expects further enhancement in these consortium activities.

The Division has maintained a healthy order book as on 31 December 2009 at Rs. 10271.00 million, which includes orders aggregating to Rs. 4912.00 million in respect of in-house projects from the gases business.

Finance

Cash generation from operations showed a remarkable improvement and was to the tune of Rs.1,090.90 million as compared to Rs.684.11 million in the preceding year on the back of robust collections and efficient management of working capital. During the year, the Company finalised funding arrangement of Euro 58 million i.e. approximately Rs. 3857.60 million by way of an inter company loan through its parent company, Linde AG for financing of the Rourkela Steel Plant project of Steel Authority of India Ltd. Out of this, an aggregate sum of Rs. 1,177.55 million was drawn down till 31 December 2009 and a significant part thereof has been utilised towards this project. As on 31st December 2009, the Company had temporary surplus cash balance of Rs. 545.40 million, which had been parked in various fixed deposits with Banks.

Capital expenditure of Rs. 2,717.88 million during the year was mainly towards the setting up of ASU for Rourkela Steel Plant, merchant ASU in North India, Nitrous Oxide plant at Hyderabad and towards procurement of distribution resources.

Prescribed Particulars

The prescribed particulars required under Section 217(1 )(e) of the Companies Act, 1956, read with the Rules made there under as amended up to date are given by way of Annexure to this Report.

There were 48 employees who were employed throughout the year and were in receipt of remuneration aggregating Rs. 24 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 2 lakhs per month or more during the year ended 31 December 2009. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars of the aforesaid employees are set out in the statement forming part of the Directors Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the said information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. Any shareholder interested in obtaining a copy of the said information may write to the company secretary at the Registered Office of the Company.

Human Resources

As a member of The Linde Group, your Companys human resource function is aligned to the global HR strategy of the Group. It derives robust support and policy guidelines from the Groups Global and Regional Business Units Human Resource Department in areas of recruitment, training, appraisal, compensation, managing and rewarding performance, talent retention, etc.

Your Company believes that employees are the key to its success. Only highly motivated employees can enable the Company to meet and exceed the expectations of various stakeholders including customers and investors. The Companys corporate culture is based on the Groups mission statement and is geared towards high performance. A high- performance culture is one in which the employees measure themselves against the best of the best, accept personal responsibility and strive to excel. BOC India endeavours to create a working environment, in which every employee knows exactly what is expected of him or her. The Company has a system of regular feedback so that people can develop their potential to the fullest. Based on a clear evaluation of individual performance and results, specific career development plans are put in place for every employee. The Company provides growth opportunities to employees within the organization as weii as by way of deputation in other countries of Regional Business Unit-South and East Asia of The Linde Group. Employees have been sponsored for various external as well as internal training programmes keeping in mind the need of the business and the Individual development plan of every employee. Amongst some of the initiatives taken for development of the Companys human resource, the Second In Line Managers Programme (SIL) of the Group was piloted in India. This is a program to prepare our managers for the challenges of today and tomorrow.

During early 2009, amongst one of the measures to minimize the impact of the slow down on the Companys business, your Company had to initiate a freeze on recruitment and also launched a voluntary separation scheme, which was accepted by 58 employees. In view of the economic revival in the country, the Company has since recruited fresh graduate engineers from leading engineering colleges from across the country to increase the bench strength and manage the ongoing growth in the business.

BOC India strives towards becoming the employer of choice and various initiatives have been and are underway to curtail the attrition rate. Creation of state of the art offices and work stations, fun at work, annual cultural programme, supporting activities of the Indoxco club, etc are some examples of these initiatives.

Your Company had manpower strength of 666 employees as on 31 December 2009 and continues to enjoy harmonious industrial relations at all its plants and offices spread across the country.

Safety, Health, Environment and Quality (SHEQ)

The SHEQ policy of The Linde Group is the guiding principle for the executive management as also all employees to consistently improve safety, health, environmental protection and quality of our products.

Your Company continues to make good progress with its SHEQ agenda. The Companys safety performance in 2009 has seen a significant improvement from the previous years. The Safety agenda covering transport safety, process safety and plant safety have contributed to considerable reduction in our incident numbers. The incident and near miss reporting has been integrated with the Groups reporting system "Synergi". All incidents reported are being investigated, corrective actions identified and actioned to close out the same. The "Lessons from Incidents" (LFIs) of all major Incidents are circulated to prevent repeat of similar incidents. During the year, your Company successfully implemented New Product Introduction (NPI) procedures of The Linde Group for handling and transportation of hazardous electronic and specialty gases such as silane. These NPIs set out the steps which must be taken when a new product is launched into the markets.

The Company continued with its extensive driver training program initiated in earlieryears. Installation of Fleet Control Room, which observes and monitors the driving pattern and behaviour of drivers of large fleet of Vacuum Insulated Transport Tankers (VITTs) on real time basis, has started oaying dividends. Driving parameters viz. speed, driving hours, driver rests, etc are being monitored round the clock. This has significantly contributed to safer driving and lesser transport related incidents.

Security arrangements at the plant sites and offices have been reviewed to make them more effective and alert against all possible threats with a view to make our plants and work places safer.

Your Companys Taloja tonnage site was recently audited by KPMG as a part of The Linde Groups "Corporate Responsibility" audit and has received a favourable report for its environment initiatives. Your Company has set up water recycling and rain harvesting facilities at many of its tonnage plant sites. As an integral part of its initiatives to protect the environment, your Company monitors waste generation, consumption of green house gases, effluents, quality ofair, etcatthe plant sites.

To take the Safety agenda forward, the senior management team of the Company has set a plausible example by providing strong visible leadership in all focus areas of safety.

Outlook

The slow down in several sectors of the Indian economy that started in fiscal year 2008-09 following the global economic downturn resulted in decline in the GDP growth rate of the country to 6.7% from near 9% in the earlier years. Thoush the impacts of the downturn were less pronounced in India, some of the new investments were deferred and the output felt. The sood news however, has been the speed of economic revival in india, which was faster than most people expected. The sovernments actions including fiscal stimulus lastyear helped the economy to gain momentum. As per the current estimates, the economy is set to record a GDP growth rate of 7.2% in the fiscal year 2009-10.

With the revival of the economy, the governments focus has now shifted to the high fiscal deficit. On the ether hand, in view of the risk of rising food inflation shifting to other sectors, the Reserve Bank of India (RBI) has already exercised its fiscal prudence on the supply side by announcing increase in cash reserve ratio. The government has in its budget 2010-11 also taken steps to very partially roll back the fiscal stimulus. Ihe government and the RBI are still faced with the task of raising interest rates in the near future. The complete exit of the stimulus and the increase in interest rates in the near future may adversely impact the revival of the industrial sector as these measures may cause decline in domestic demand as well as industrial production.

The Indias macro-economic fundamentals together with its domestic demand led mode! of economic growth looks promising. As a result of this, the GDP growth rates for the next couple of years are being estimated at 8 and 9%. The steel industry in India is in growth mode and the steel majors are in the process of implementing their expansion plans. This augurs well for the gases industry and will continue to drive demand for oxygen, nitrogen and argon at high levels in the years ahead in a fiercely competitive environment, where all the global gas majors are present. In this backdrop, your Company is poised to grow its gases and engineering businesses with robust and visible support of The Linde Group despite the challenges of today and tomorrow. Your Board therefore, looks at the year ahead with cautious optimism.

Internal Control Systems and their adequacy

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and removal.

The interna1 control system is supplemented by documented policies, guidelines and procedures and an extensive program of review carried out by the Companys Internal Audit function which submits detailed reports periodically to the management and the Audit Committee. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control systems. The Company reviews its policies, guidelines and procedures of internal control on an ongoing basis in view of the ever changing business environment.

Your Companys statutory auditors have, in their report, confirmed the adequacy of the internal control procedures.

Corporate Governance

Your Company, as a member of The Linde Group meets high standards of corporate governance. The corporate goals of responsible management have traditionally been seen as important in Linde AG, the promoter Group of your Company. It has therefore been the endeavour of the Board of your Company and its executive management to demonstrate and practice business integrity, high ethical values and professionalism in all its activities. The Linde Group sees corporate governance as an ongoing process and your Companys Board will therefore continue to follow future developments in these norms closely. A separate report on Corporate Governance along with the certificate of the Auditors, B S R & Company, confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed.

Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors state and confirm:

That in preparation of the annual accounts for the year ended 31 December 2009, applicable accounting standards had been followed along with proper explanations relatingto material departures, if any.

That they had selected such accountingpolicies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the aforesaid financial year and of the profit or loss of the Company for that penod.

That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

That they had prepared the aforesaid annual accounts on a going concern basis.

Directors

Mr Kashyap Roy, an Additional Director of the Company with effect from 23 February 2009, was appointed as a Director and Finance Director of the Company at the Annual General Meeting held on 28 May 2009.

Mr M S Huggon, a Director representing The Linde Group resigned from the Board with effect from 23 December 2009 in view of his increasing commitments in the Groups Regional Business Unit of U.K. and Ireland. The Board of Directors places on record its sincere appreciation of the significant contribution made by Mr Huggon to the deliberations of the Board as well to the growth agenda of the Company during his tenure on the Board since 2001.

Cost Audit

The Central Governments directions vide their Order dated 10 August 2000 pursuant to Section 233B of the Companies Act, 1956, requires audit of the cost accounting records of the Company relating to Industrial Gases, for every financial year. Messrs S. Gupta & Co., a firm of Cost Accountants, conducted this audit for the year ended 31 December 2008. The Company has received the approval of the Central Government for appointment of M/s. S. Gupta & Co. for audit of cost records for the financial year 2009, which would commence soon.

Auditors

Messrs B S R & Company, Chartered Accountants, the Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting. The retiring auditors have not offered themselves for reappointment in view of the peer review certificate requirement for statutory auditors as per a recent amendment in Clause 41 of the Listing Agreement with the Stock Exchanges. It is proposed to appoint Messrs B S R & Co., Chartered Accountants, as Auditors of the Company in place of the retiring auditors as they are in compliance with the revised Clause 41 of the Listing Agreement. The Company has obtained a written consent from Messrs B S R & Co. to the effect that their appointment, if made, will be within the limits specified under section 224(1 B) of the Companies Act, 1956.

Disclaimer

Certain statements in this report relating to Companys objectives, projections, outlook, expectations, estimates, etc may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc over which the Company does not have any direct control.

On Behalf of the Board

S Menon S M Datta

Managing Director Chairman

Kolkata, 20 April 2010