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SKF Observation Letter Compliance Regarding Scheme of Arrangement

SKF India has issued a compliance letter concerning the Observation Letter from BSE dated March 28, 2025, regarding the Scheme of Arrangement between SKF India Limited and SKF India (Industrial) Limited. The company confirms it has addressed observations related to disclosures, ongoing proceedings, and adherence to regulatory circulars, ensuring compliance and providing necessary information to shareholders.

Compliance with Observation Letter

SKF India confirms compliance with the Observation Letter issued by BSE on March 28, 2025, concerning the Scheme of Arrangement. The compliance letter addresses various observations to ensure adherence to regulatory requirements.

Key Compliance Points

The company has addressed the following key areas of compliance:

  • Disclosures mentioned in the March 28, 2025 email from BSE.
  • Disclosure of details related to ongoing adjudication and recovery proceedings.
  • Display of additional information submitted after filing the scheme with the stock exchange on company websites.
  • Ensuring compliance with SEBI circulars and the Master Circular.

The company confirms compliance with the provisions of the Master Circular and undertakes to adhere to these provisions during the implementation of the Scheme. The liabilities of the Demerged Undertaking will be transferred to the Resulting Company as per applicable provisions.

Addressing BSE Observations

SKF India has also ensured that:

  • Information related to unlisted companies is included in the specified format.
  • Financials considered for valuation are not older than six months.
  • Details of the proposed scheme are prominently disclosed in the notice to shareholders.

Further Assurances

The company has taken actions including:

  • Ensuring the proposed equity shares are in demat form.
  • Complying with the direction from SEBI regarding e-voting.
  • Incorporating SEBI/Stock exchange observations in the petition filed before NCLT.
  • Complying with applicable provisions of the Companies Act, 2013.

Additional Disclosures

The company confirms it has made all required disclosures to public shareholders, including details of assets, liabilities, net worth, and revenue, along with pre and post-scheme shareholding patterns.

Submission of Information

SKF will submit the Information Memorandum containing all information about SKF India (Industrial) Limited and has published advertisements in newspapers per regulatory requirements, ensuring all details are available to the public.

Undertakings and Commitments

The company will disclose all material information about SKF India (Industrial) Limited and ensures compliance with Listing Agreement requirements. Additionally, specific provisions regarding share freezing and maintaining the shareholding pattern have been incorporated into the scheme.

Final Steps

SKF India confirms the Observation Letter has been brought to the attention of shareholders and relevant authorities, and the application for scheme approval was filed with NCLT on April 9, 2025, within six months of the BSE’s Observation Letter.

Source: BSE

ICICI Bank Issues ₹39,450 Million in Basel III Compliant Tier 2 Bonds

ICICI Bank has successfully allotted 3,945 unsecured, subordinated, listed, non-convertible, Tier 2, Basel III compliant bonds, raising ₹39,450 million. These bonds, bearing a face value of ₹10,000,000 each, were issued on a private placement basis. The issuance was approved on April 19, 2025, and the bonds have been rated CARE AAA; Stable by CARE Ratings and [ICRA] AAA (Stable) by ICRA Limited.

Bond Issuance Details

ICICI Bank has finalized the allotment of 3,945 unsecured, subordinated, listed, non-convertible, Tier 2, Basel III compliant bonds, raising a total of ₹39,450 million. This move follows the board’s approval for fund raising through debt securities, initially decided on April 19, 2025.

Bond Features

The bonds carry a coupon rate of 7.40%, with interest payable annually from the deemed date of allotment until maturity. Each bond has a face value of ₹10,000,000. The bonds are rated CARE AAA; Stable by CARE Ratings Limited and [ICRA] AAA (Stable) by ICRA Limited.

Key Dates and Maturity

The bonds have a tenor of 15 years from the deemed date of allotment, with a maturity date of November 28, 2040. ICICI Bank retains the option to exercise a call option at the end of 10 years and every year thereafter.

Redemption Details

The bonds will be redeemed at par after 15 years from the deemed date of allotment, specifically on November 28, 2040. Redemption is subject to ICICI Bank’s call option which can be exercised at the end of 10 years and annually thereafter. The redemption amount is ₹10,000,000 per bond, with coupon subject to the terms outlined in the Bond Trust Deed.

Delay in Payment Terms

If there is any delay in the payment of interest or principal, ICICI Bank will pay an additional interest of 2% per annum on the overdue amount, in addition to the coupon rate. This applies from the due date until the payment is made.

Source: BSE

GIC Re Investor Presentation Highlights Growth and Strategy

GIC Re has announced the availability of its latest investor presentation. The presentation details the company’s strategic initiatives and growth plans, as well as industry overviews and key financial data as of November 2025. Key highlights include a discussion of the global reinsurance sector, the company’s strengths, and its approach to sustainability. The presentation is available on the company’s website.

Reinsurance Industry Overview

The investor presentation highlights strong growth prospects for the global reinsurance industry, with potential for further price increases. The market size is expected to grow from approximately USD 642 Billion in 2023 to USD 2,001 Billion in 2034, representing a robust CAGR of 11%. The sector maintains a stable outlook.

GIC Re: Key Strengths

GIC Re emphasizes its position as the only listed reinsurance company in India. As of FY24, GIC Re holds approximately 51% of the Indian market share. Key strengths include efficient asset management, prudent underwriting practices, and a strong international presence. The company also has a non-cyclical business model that provides stable returns.

Financial Highlights

GIC Re reported gross written premiums of INR 41,955 Cr in FY25, with a combined ratio of 108.1%. The solvency ratio is 370%, indicating healthy capitalization. GIC Re’s net worth excluding FVC was INR 46,669 Cr.

Strategic Approach

GIC Re focuses on several strategic priorities, including leveraging its scale, adopting advanced modeling capabilities, and maintaining a strong focus on underwriting profitability. Other key areas of focus include managing catastrophe reserves in light of climate change, improving credit ratings, and maintaining a healthy capitalization.

ESG Initiatives

GIC Re is committed to sustainability and has implemented various environmental and social responsibility initiatives. These include responsible consumption, environment-friendly business practices, and protecting the environment. The company also emphasizes robust governance through strong management and board committees, a zero-tolerance approach towards fraud, and effective cybersecurity policies.

Source: BSE

Tata Motors Credit Rating Update

Tata Motors Passenger Vehicles Limited has announced an update to its credit ratings, following a review by Crisil Ratings Limited. The ratings for long-term bank facilities and certain non-convertible debentures have been reaffirmed at AA+/Stable. Ratings for some other debentures were withdrawn following their transfer to Tata Motors Limited. The rating for short-term bank facilities and commercial papers is reaffirmed at A1+.

Credit Rating Reaffirmation

Tata Motors Passenger Vehicles Limited (formerly Tata Motors Limited) has received updated credit ratings from Crisil Ratings Limited, as of November 27, 2025. Several ratings have been reaffirmed, providing insight into the company’s financial stability.

Ratings Details

The following ratings have been reaffirmed:

Long-Term Bank Facilities and loan: AA+/ Stable (Reaffirm)

Non-Convertible Debentures:

  • INE155A08431: AA+/ Stable (Reaffirm)
  • INE155A08456: AA+/ Stable (Reaffirm)
  • INE155A08472: AA+/ Stable (Reaffirm)
  • INE155A08480: AA+/ Stable (Reaffirm)

Short-Term Bank Facilities and Commercial Papers: A1+ (Reaffirm)

Debenture Rating Withdrawals

Ratings for the following Non-Convertible Debentures have been withdrawn:

  • INE155A08407: Withdrawn*
  • INE155A08415: Withdrawn*
  • INE155A08423: Withdrawn*
  • INE155A08449: Withdrawn*
  • INE155A08464: Withdrawn*

These Non-Convertible Debentures were transferred to Tata Motors Limited (Formerly TML Commercial Vehicles Limited) pursuant to a Composite Scheme of Arrangement.

Source: BSE

HDFC Life CHRO Vibhash Naik Transitions to HDFC Bank

Mr. Vibhash Naik, Chief Human Resource Officer (CHRO) of HDFC Life Insurance Company Limited, will be transitioning to the role of CHRO at HDFC Bank Limited. His resignation from HDFC Life has been accepted, effective November 28, 2025. The company has initiated its succession planning process and is evaluating suitable alternatives to ensure a smooth transition.

Senior Management Change

Vibhash Naik, the Chief Human Resource Officer (CHRO) at HDFC Life Insurance Company Limited, is set to take on a new role as the CHRO of HDFC Bank Limited. This transition is due to a transfer of his employment to the bank.

Resignation and Acceptance

Mr. Naik tendered his resignation from his position at HDFC Life, which was accepted by the Company on November 28, 2025.

Company’s Response

HDFC Life acknowledges Mr. Naik’s dedicated service and expresses its sincere appreciation for his contributions during his tenure.

Succession Planning

The Company has commenced its succession planning process to find a suitable replacement. It is currently evaluating various alternatives to ensure a smooth transition. Further updates will be communicated in accordance with regulatory requirements.

Transition Details

Mr. Naik’s last day with HDFC Life is expected to be on January 30, 2026, or earlier, subject to mutual agreement.

Source: BSE

Shipping Corporation of India Faces Penalties for Board Composition Non-Compliance

The Shipping Corporation of India Ltd. (SCI) has been penalized by both BSE Limited and the National Stock Exchange of India Limited due to non-compliance with regulations regarding the composition of its Board of Directors. The total fine levied by each exchange amounts to ₹5,42,800, inclusive of 18% GST. SCI is taking steps to rectify the situation by coordinating with the appropriate authorities to appoint the required number of directors.

Financial Penalties Incurred

The Shipping Corporation of India (SCI) has received notices from both the BSE Limited and the National Stock Exchange of India Limited concerning non-compliance with regulations governing the composition of the Board of Directors. Each exchange has imposed a fine of ₹5,42,800, which includes 18% GST. This results in a total expense of ₹10,85,600 for the company.

Reason for Penalties

The fines are related to non-compliance with specific stipulations regarding the composition of the Board, specifically pertaining to Regulation 17(1) of SEBI Listing Regulations concerning the board’s composition. SCI is actively working to address these deficiencies.

Company’s Response

As a Navratna Public Sector Undertaking (PSU), SCI is actively coordinating with the Competent Authority to appoint the required number of Independent Directors, including an Independent Women Director. The company is submitting formal requests to both stock exchanges, demonstrating its commitment to resolving the compliance issue. It is expected the process to address the issue will soon be completed.

Impact Assessment

SCI has stated that the financial impact of these penalties is not expected to be significantly material to its overall financial operations.

Date of Occurrence

The penalties were incurred on November 28, 2025, with the BSE notice received at 14:12 hours IST and the NSE notice received at 18:33 hours IST.

Source: BSE

HDFC Bank Vibhash Naik Appointed as Chief Human Resource Officer

HDFC Bank has announced the appointment of Mr. Vibhash Naik as the new Chief Human Resource Officer (CHRO), effective February 1, 2026. Mr. Naik will also be a Senior Management Personnel of the Bank. The decision was based on the recommendations of the Governance, Nomination and Remuneration Committee and approved by the Board of Directors on November 28, 2025.

Appointment of New CHRO

HDFC Bank has appointed Mr. Vibhash Naik as the Chief Human Resource Officer (CHRO), effective February 1, 2026. This appointment follows recommendations from the Governance, Nomination, and Remuneration Committee. Mr. Naik will also serve as a Senior Management Personnel of the Bank.

Vibhash Naik’s Background

Prior to joining HDFC Bank, Mr. Vibhash Naik was the Chief Human Resources Officer at HDFC Life Insurance Company Limited (HDFC Life). During his 14-year tenure with HDFC Life, he focused on creating technology-enabled people ecosystems to enhance employee experience and streamline processes.

Mr. Naik has over 25 years of experience in Talent Management, Organization Development, Performance Management, HR Technology, and Rewards. He has also held roles at Lehman Brothers, Religare Macquarie Wealth Management, Tata Interactive, and Atos Origin.

Effective Date and Previous Role

The appointment is effective from February 1, 2026. Before this role, Mr. Naik oversaw Human Resources, Learning and Development, and Corporate Administration at HDFC Life. He holds a Master’s degree in Labour Studies from the University of Mumbai.

Source: BSE

Rail Vikas Nigam Limited NSE Imposes Fine for Board Composition Non-Compliance

The National Stock Exchange (NSE) has levied a fine of ₹9,77,040 (inclusive of GST) on Rail Vikas Nigam Limited (RVNL). The fine is due to non-compliance with regulations regarding the composition of the Board and its committees for the quarter ended September 30, 2025. RVNL has clarified it is a government company, and director appointments are made by the President of India.

NSE Fine Imposed

Rail Vikas Nigam Limited (RVNL) has received a fine from the National Stock Exchange (NSE) amounting to ₹9,77,040, inclusive of Goods and Services Tax (GST). The NSE communicated this decision via letter number NSE/LIST/C/2025/1268, dated November 28, 2025.

Reason for the Fine

The penalty was imposed due to non-compliance with specific regulations. These included Regulation 17(1), 18(1), and 19(1)(2), related to the composition of RVNL’s Board and its various committees. The period of non-compliance pertains to the quarter ending September 30, 2025.

Company Clarification

RVNL, in its letter dated November 12, 2025, clarified to the NSE that it is a Government company. As such, the power to appoint Directors, including Independent and Woman Independent Directors, rests with the President of India. The appointments are facilitated through the Ministry of Railways (MoR). RVNL has no direct influence on these appointments.

Impact Assessment

RVNL states that the imposition of this fine is not expected to have any financial or operational impact on the activities of the company.

Source: BSE

RailTel Fined by NSE & BSE for Board Composition Non-Compliance

RailTel has been fined by both the National Stock Exchange (NSE) and the BSE for non-compliance regarding the composition of its board for the quarter ended September 30, 2025. The fine amounts to ₹5,42,800 each, inclusive of GST. The company stated that the non-compliance is beyond its control as director appointments are made by the Government of India through the Ministry of Railways.

Fines Imposed for Non-Compliance

RailTel has received fines from the National Stock Exchange (NSE) and BSE due to non-compliance with regulations concerning the composition of the Board. The fines, amounting to ₹5,42,800 each (including GST), were imposed for the quarter ending September 30, 2025.

Reason for Non-Compliance

The company clarified that the non-compliance relates to Regulation 17(1) of the SEBI LODR, concerning the composition of the Board. RailTel emphasized that as a Government Company, the appointment of Directors, including Independent Directors, rests with the President of India, acting through the Ministry of Railways (MoR). The company asserts it has limited control over these appointments and has made repeated requests to the MoR to appoint the required number of directors.

Company’s Position

RailTel maintains that the non-compliance is beyond its control and is actively engaging with the Ministry of Railways to address the board composition requirements.

Source: BSE

RailTel Sarika Aggarwal Synrem Appointed as Chief Vigilance Officer

RailTel Corporation of India has announced the appointment of Ms. Sarika Aggarwal Synrem as the new Chief Vigilance Officer (CVO). The appointment is effective from November 21, 2025, and is for an initial term of three years. Ms. Synrem brings over two decades of experience in finance, governance, and administration to the role.

New CVO Appointment

Ms. Sarika Aggarwal Synrem has been appointed as the Chief Vigilance Officer (CVO) of RailTel Corporation of India Ltd. The appointment follows a Ministry of Railway order and is effective from November 21, 2025 (FN).

Terms of Appointment

Ms. Synrem’s tenure as CVO will be for an initial period of three years from the date of assuming charge, or until further notice. She is now considered part of the Senior Management Personnel of the Company.

Professional Background

Ms. Synrem, an Indian Defence Accounts Service officer from the 2001 batch, has over two decades of experience in defence finance, governance, and administration. Her experience includes roles such as Integrated Financial Adviser in the Indian Army and Air Force, Commissioner & Secretary in Meghalaya departments, and Director at the Meghalaya Administrative Training Institute.

Source: BSE