SKF India Limited announced on 05th June 2025 that it has received an order from the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, dated 04th June 2025. This order directs the company to convene a meeting of its equity shareholders to approve a Scheme of Arrangement.

• The Scheme of Arrangement involves the demerger of the Industrial Business (Demerged Undertaking) from SKF India Limited (Demerged Company) into SKF India (Industrial) Limited (Resulting Company), which is a wholly-owned subsidiary.
• The rationale for the demerger is to separate the Automotive and Industrial businesses, enabling autonomous and independent management for each segment. This separation aims to provide future strategic flexibility, focused growth, efficient capital allocation, and the ability to attract different sets of investors and stakeholders. It is also expected to de-risk both businesses, enhance operational efficiency, and unlock value for shareholders.
• As consideration for the demerger, shareholders will receive 1 fully paid-up equity share of ₹10 each of the Resulting Company for every 1 fully paid-up equity share of ₹10 each held in the Demerged Company.
• The NCLT has directed SKF India Limited to convene a meeting of its equity shareholders within 60 days of the order being uploaded on the NCLT website. The meeting will be held through video conferencing or other audio-visual means, with remote e-voting and e-voting facilities during the meeting. Notices for the meeting, along with the Scheme and Explanatory Statement, will be sent by email and published in 'Business Standard' (Pune edition, English) and 'Loksatta' (Pune edition, Marathi) at least 30 days prior to the meeting.
• Mr. Kuldeep Kumar Kareer (Retd. Judicial Member, NCLT) has been appointed as the Chairperson for the meeting with a remuneration of ₹1.50 lakh, and Mr. Keval Mahendra Shah (Chartered Accountant) has been appointed as the scrutinizer with a remuneration of ₹50,000.
• The meeting of equity shareholders for SKF India (Industrial) Limited has been dispensed with, as all 7 equity shareholders provided their written consent for the Scheme.
• Meetings for secured creditors of both companies have been dispensed with, as neither company had any secured creditors as on 28th February 2025.
• The meeting for the unsecured creditors of SKF India Limited has also been dispensed with. The company has 1,126 unsecured creditors with an aggregate value of ₹612.46 crore (Rupees Six Hundred Twelve Crore Forty-Six Lakhs Twenty-Eight Thousand Forty only) as on 28th February 2025. The company stated that the Scheme is not prejudicial to their interests, as liabilities are not being reduced or extinguished and will be discharged in the ordinary course of business. A net-worth certificate confirms that the company will have a positive post-scheme net-worth of ₹956.29 crore (Rupees Nine Hundred Fifty-Six Crore Twenty-Nine Lakhs only). However, individual notices will be sent to unsecured creditors allowing them to submit representations to the Tribunal within 30 days.
• The meeting for the single unsecured creditor of SKF India (Industrial) Limited (value ₹40,000) has been dispensed with due to written consent.
• Both companies are also directed to serve notices and a copy of the Scheme to various regulatory authorities, including the Central Government, Registrar of Companies, Income Tax Authorities, GST Authority, Reserve Bank of India, SEBI, BSE, NSE, and the Official Liquidator, allowing them to submit representations within 30 days.