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