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SKF India Ltd. — AGM Information 2025
Jul 14, 2025
61883_rns_2025-07-14_31bb986d-49eb-4bc7-9a05-1715132a861e.pdf
AGM Information
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Date: 14[th] July 2025
| National Stock Exchange of India Limited, Exchange Plaza, 5thFloor, Plot No. C-1, G Block, Bandra- Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra, India NSE Scrip Code –SKFINDIA |
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400001, Maharashtra, India BSE Scrip Code -500472 |
|---|---|
Subject : Regulation 30 – Proceedings of the Meeting of the Equity Shareholders of SKF India Limited (“Company”) held on 14[th] July 2025, pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”)
Further to our intimation dated 07[th] June 2025 and 09[th] June 2025 and pursuant to Regulation 30 read with Clause 13, Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), we are submitting herewith as Annexure- A, the proceedings of the meeting of the equity shareholders of SKF India Limited (“Company”) held pursuant to the directions of the Hon’ble National NCLT, on Monday, 14[th] July 2025 at 11:30 a.m. (IST), through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the business contained in the Notice dated 06[th] June 2025, for the purpose of considering and approving, the proposed Scheme of Arrangement between SKF India Limited (“Demerged Company”) and SKF India (Industrial) Limited (“Resulting Company”) and their respective shareholders and creditors (“Meeting”).
The resolution as set out in the Notice for the aforesaid matter has been approved by the equity shareholders of the Company with requisite majority by passing special resolution as mentioned in proceedings.
Yours faithfully, For SKF India Limited
Digitally signed by RANJAN KUMAR RANJAN DN: cn=RANJAN KUMAR, o=Personal, [email protected] Date: 2025.07.14 19:13:45 +05'30' KUMAR ___ Ranjan Kumar Company Secretary & Compliance Officer
SKF India Limited Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113
Annexure - A
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PROCEEDINGS OF THE MEETING OF THE EQUITY SHAREHOLDERS OF SKF INDIA LIMITED (“COMPANY”) HELD PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“HON’BLE NCLT”) ON MONDAY, 14[TH] JULY 2025, AT 11:30 AM (IST) VIA VIDEO CONFERENCING HOSTED FROM REGISTERED OFFICE OF THE COMPANY CHINCHWAD PUNE-411033, MAHARASHTRA INDIA AND THE RESULTS THEREOF:
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The Meeting of the equity shareholders of SKF India Limited (“Company”) convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”), was held on Monday, 14[th] July 2025 at 11:30 a.m. (1ST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) (“Meeting”). The Meeting was conducted in compliance with the provisions of the Companies Act, 2013 (“Act”), read with the applicable general circulars issued by the Ministry of Corporate Affairs for holding general meetings through VC/OAVM, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), other applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”).
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Mr. Kuldeep Kumar Kareer, Retd. Judicial Member, NCLT, appointed as Chairperson to ’
conduct the Meeting as directed by the Hon ble NCLT, chaired the Meeting. He welcomed the Members to the Meeting. He further informed that the Meeting was convened pursuant to the Order of the Hon’ble NCLT, dated 04[th] June 2025, in the matter of the Scheme of Arrangement between the SKF India Limited and SKF India (Industrial) Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”). He requested the Directors and Key Managerial Personnel (KMPs) to introduce themselves to the Members. The Chairperson of the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Corporate Social Responsibility Committee were also present at the Meeting He further confirmed that the Company has made all efforts feasible under the current circumstances to enable the members to participate in the meeting through the video conferencing facility and vote electronically
- At the request of the Chairperson, Mr. Ranjan Kumar, the Company Secretary, confirmed the presence of the requisite quorum as required under law. He further recorded and confirmed the presence of the representatives of the Company’s Statutory Auditors, Secretarial Auditors, Cost Auditors and Mr. Keval Mahendra Shah, the Scrutinizer appointed by the Hon’ble NCLT at the Meeting.
Below are the details regarding the attendance of members present at the meeting:
| Details of presence of the members, directors, and auditors at the AGM | Details of presence of the members, directors, and auditors at the AGM | Details of presence of the members, directors, and auditors at the AGM | |
|---|---|---|---|
| Sr. No. | Particulars | Details | |
| 1 | Date of the Meeting | Monday, 14thJuly 2025 |
SKF India Limited
Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113
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Details of presence of the members, directors, and auditors at the AGM
| Details of presence of the members, directors, and auditors at the AGM | Details of presence of the members, directors, and auditors at the AGM | Details of presence of the members, directors, and auditors at the AGM |
|---|---|---|
| Sr. No. | Particulars | Details |
| 2 | Total number of shareholders as on the Cut-off date |
69,710 Shareholders as on Cut-off date for determining voting rights i.e., 07thJuly 2025. |
| 3 | No. of Shareholders present in the meeting through Video Conferencing: Total No. of shareholders present and their shareholding: |
59 Nos Shareholding: 260,96,069 |
| Promoters and Promoter Group: Public : |
3: 2,59,92,059 56: 1,04,010 |
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| 4 | No. of Directors and Auditors attended the meeting through Video Conferencing: |
6 Directors 3 (Including Managing Director, Whole-Time Director and Company Secretary) 3 (Including Statutory, Cost and Secretarial Auditors) |
| Directors including Independent Director: Key Managerial Personnel : Representatives of Statutory / Cost / Secretarial Auditors: |
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Mr. Ranjan Kumar informed that the Company had provided its members with the facility to cast their votes prior to the Meeting, through remote e-voting electronically, using the facility provided by National Securities Depository Limited (“NSDL”). He further informed that the voting facility was also made available during the Meeting during the Meeting for shareholders who had not cast their votes earlier through remote e-voting. Further, he informed the members that the shareholders whose names appeared on the Register of Members as on the cut-off date i.e., 07[th] July 2025 are eligible to cast their vote.
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Members were informed that the results of said e-voting will be declared by the Company after receiving a consolidated report from the Scrutinizer and will also be made available at the website of the Company at https://www.skf.com/in/investors/shareholder-information and on the website of NSDL - www.evoting.nsdl.com, and will also be disclosed to the Stock Exchanges within prescribed time limits of SEBI LODR.
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Mr. Ranjan Kumar then reiterated the process of taking queries of the members attending the Meeting, as was mentioned in the Notice.
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The Chairperson then informed that the Notice convening the Meeting along with the documents mentioned in the explanatory statement have been sent through email dated 07[th]
SKF India Limited
Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113
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June 2025 to such equity shareholders whose email addresses are registered in the records available with the Company as on 30[th] May 2025 and was therefore taken as read. In addition, the Notice convening the Meeting was duly published through an advertisement in the newspapers on 09[th] June 2025 , namely Financial Express (All India Editions), Business Standard (Pune Edition) Economic Times & Mint in English Language and Loksatta (Pune Edition) in Marathi Edition.
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Having taken the Scheme as read, the Chairperson then proceeded with explaining the salient features of the Scheme and rationale behind the Scheme to the shareholders.
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The Chairperson, then, briefed the details of the resolution set out in the Notice convening the Meeting which was put up to the Equity Shareholders for voting as follows:
| Sr. No. |
Agenda | Type of Resolution required (Ordinary/Special) |
Mode of Voting |
Results |
|---|---|---|---|---|
| Ordinary Business | ||||
| 1 | To consider and approve the Scheme of Arrangement between SKF India Limited and the SKF India (Industrial) Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. |
Special | Remote electronic voting system prior to the Meeting and Electronic voting system at the Meeting |
Passed with requisite majority |
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The Chairperson then requested Mr. Ranjan Kumar to facilitate the Q&A session. Mr. Ranjan Kumar invited the shareholders by announcing their name and the shareholders put forth their queries / questions. After the shareholders spoke, the Chairperson requested Mr. Mukund Vasudevan and the management team to respond to their queries, which was done to the satisfaction of the speaker Shareholders.
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The Chairperson informed the shareholders that the results of said e-voting will be declared by the Company after receiving a consolidated report from the Scrutinizer and will also be made available at the website of the Company at https://www.skf.com/in/investors/shareholder-information and will be disclosed to the Stock Exchanges within prescribed time limits of SEBI LODR. He then concluded by thanking the board members of the Company, shareholders, members of management team and the invitees for attending the Meeting and declared the meeting as closed. The meeting concluded at 12:46 PM (IST) .
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At this juncture, the Chairperson, members of the Board, members of the management team and the invitees for attending the Meeting left the Meeting.
SKF India Limited
Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113
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The voting facility was kept open till 15 minutes after the conclusion of the proceedings of the meeting.
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The Scrutinizer’s Report was received after the conclusion of the Meeting on July 14, 2025 and as set out therein, the aforesaid Resolution was declared carried with requisite majority.
SKF India Limited
Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113