In a stunning double blow on December 5, 2025, the Securities Appellate Tribunal (SAT) dismissed Linde India Limited's appeal against SEBI's orders on related party transaction (RPT) violations, hours before CFO and Key Managerial Personnel Neeraj Kumar Jumrani announced his resignation effective February 15, 2026—citing innocuous "other career opportunities." This eyebrow-raising timing exposes the crumbling facade of a company that spent 15 months and top legal firepower, including senior advocates Janak Dwarkadas and Abhishek Singhvi (in SC), to defend what SEBI branded a "desperate attempt" to override shareholder votes using flimsy legal opinions. Minority investors, long shortchanged, now eye significant upside as Linde's house of cards teeters.
Linde clarified to the stock exchanges: "Neeraj Kumar Jumrani, Chief Financial Officer and Key Managerial Personnel of the Company, has tendered his resignation from the services of the Company to pursue other career options. He has confirmed that there is no other material reason for his resignation other than the above."
Years of RPT Dodges Unravel
Linde India's saga of regulatory defiance began with 2020 framework agreements and a joint venture shuffling products and territories with related parties Praxair India Pvt Ltd (PIPL) and Linde South Asia Services Pvt Ltd (LSASPL) via shadowy "barter exchanges"—no valuation, no shareholder nod, despite materiality thresholds screaming for approval under SEBI LODR Regulations.
SEBI's April 2024 interim order flagged these as prima facie RPT breaches, only for SAT to briefly pause it in May, prompting SEBI's scathing July 2024 final order: Linde's post-shareholder-rejection legal opinions were "dishonest and misleading," a blatant cover-up to siphon business opportunities like hydrogen prospects to insiders.
Friday's SAT smackdown rejects Linde's core defense, upholding SEBI's mandate for aggregate RPT testing and NSE-led valuations.
Desperate Delays, Doomed Appeals
Linde pulled every procedural trick: multiple SAT miscellaneous applications for stays (all denied by August-September 2024), a failed Supreme Court plea in September 2024, stalling the valuation by griping over NSE's valuer credentials from November 2024, and even forcing a switch to SEBI-registered Mr. Khemani in April 2025. Yet SAT's December 5 verdict, after exhaustive hearings before Justice P.S. Dinesh Kumar and technical members, torches Linde's five-year legal fiction that shielded unapproved RPTs. With detailed order pending, Linde hints at Supreme Court escalation, but analysts predict upholding given prior SC rebuffs—leaving the barter valuation as the next flashpoint.
CFO Jump Ship: Coincidence or Confession?
As the KMP tasked with RPT approvals and materiality calls, Jumrani's exit screams accountability dodge amid SAT's gavel fall—his February departure strips him of disclosure duties under Regulation 30, conveniently post-pronouncement but pre-full fallout. No "material reasons" disclosed, per filings, but the optics reek: a finance chief overseeing years of "arbitrary reallocations" that SEBI warned risked Linde's growth for related-party gain, now bails as regulators close in. Shareholders rejected these very RPTs in 2021 (93.94 percent against), yet Linde plowed ahead—Jumrani's long tenure (since 2022, 16+ years in Linde finance) making him complicit with the board's flawed calls.
Investor Reckoning Looms
Minority holders face no downside if valuation flops, but SEBI/SAT wins could unwind the JV&SHA swindle, restoring swapped assets and enforcing RPT norms Linde flouted. This isn't oversight—it's a textbook corporate raid, repackaged as "future business division," now exposed by SEBI's hammer and SAT's refusal to blink. As Linde scrambles for SC mercy and a new CFO, public shareholders demand: when does accountability trump alibis? |
