SKF India MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 15 Nov 2025, 23 fund houses

• To consider and approve Material Related Party Transactions with SKF India (Industrial) Limited (“Resulting Company”).

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Inadequate disclosures with respect to the basis of arm’s length pricing.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with the law. Governance Concern: Inadequate disclosures with respect to the basis of arm’s length pricing.
  • LIC Mutual FundGovernance Concern: Inadequate disclosures with respect to the basis of arm s length pricing.

  18 for5 against
• To consider and approve the appointment of Mr. Shailesh Kumar Sharma (DIN: 09493881) as Managing Director of the Company for a term of 5 (five) years along with remuneration payable to him w.e.f. 1st October 2025.MoreLess

  ›Against DSP Mutual Fund, Jio BlackRock Mutual Fund, Nippon India Mutual Fund

  • DSP Mutual Fund, Jio BlackRock Mutual FundShailesh Kumar Sharma, 56, has been with SKF India since 2005. He was first appointed as Executive Director on 10 February 2022 and resigned on 8 April 2024 due to organisational changes. He was again appointed as Executive Director from 13 February 2025. Accordingly, his FY25 remuneration aggregated Rs. 6.4 mn since joining on 13 Feb 2025 and in FY24 he was paid a remuneration of Rs. 21.7 mn. We are unable to estimate his total compensation as it includes an incentive component under which there is a long-term variable pay and a short – term variable pay, for which no guidance has been provided. Additionally, the quantum of the stock award he may receive from the global parent company remains undisclosed. There are neither details on the performance metrics that will determine the incentive payout nor is there guidance or a cap on the payout in absolute terms. While we support his appointment, we do not support the open–ended remuneration terms. Hence, we are unable to support the resolution.
  • Nippon India Mutual FundTransparency concern: Inadequate clarity related to variable pay, stock awards, metrics, and caps.

  20 for3 against
• To consider and approve the Appointment of Mr. Mukund Vasudevan (DIN: 05146681) as a Non-Executive Director of the Company.

  23 for0 against

Mutual fund votes, meeting of 6 Aug 2025, 21 fund houses

• 1. To receive consider and adopt: a. The Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2025, together with Reports of the Board of Directors and the Auditors thereon; and b. The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025, together with the Report of the Auditors thereon.MoreLess

  21 for0 against
• 2. To approve and declare final dividend of Rs. 14.5/- per Equity Share having face value of Rs. 10/- each fully paid up for the financial year ended 31st March, 2025.

  21 for0 against
• 3.To appoint a director in place of Mr. Karl Robin Joakim Landholm (DIN: 09651911), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

  ›Against Axis Mutual Fund

  • Axis Mutual FundKarl Robin Joakim Landholm, 56, is Senior Vice President - Group Operations and Chief Sustainability Officer at SKF. He manages SKF group operation functions covering manufacturing, supply chain, IT, Quality, EHS, Sustainability and strategy. He has been on the board of the company since 28 June 2022. He attended five out of seven (71.4%) board meetings held in FY25 and eleven out of fifteen (73.3%) board meetings over the last three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period prior to their reappointment. Given his low board meeting attendance, we are unable to support his reappointment. We do not support the resolution.

  20 for1 against
• 4. To Approve of Material Related Party Transactions with SKF GmbH, Schweinfurt, Germany, SKF Group Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency and Governance Concern: Unclear how the sale or purchase of Assets fall within the ordinary course of business.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Transparency and Governance Concern: Unclear how the sale or purchase of Assets fall within the ordinary course of business.

  17 for4 against
• 5. To Approve of Material Related Party Transactions with SKF Asia Pacific Pte Ltd, 20 Toh Guan Road, Singapore, SKF Group Company.

  21 for0 against
• 6. To Approve Material Related Party Transactions with SKF Engineering and Lubrication India Private Limited, (Fellow Subsidiary).

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundTransparency and Governance Concern: Unclear how the sale or purchase of Assets fall within the ordinary course of business.
  • Axis Mutual Fund, UTI Mutual FundThe proposed transactions related to administrative & service fees, purchase of capital goods & services, purchase of raw material, components, spares & finished goods, reimbursements paid and received, grant of fresh loan of Rs. 1.3 bn, rent on leased property, sale of goods and services. While the transactions related to the purchase of raw materials and rendering of services are in the ordinary course of business and at arm’s length pricing, we believe that the onus of financial assistance to SELIPL should be on the promoter entity. Further, we note that through a postal ballot in December 2022, shareholders approved the extension of an existing loan of Rs. 676.0 mn until 2029 and the sanction of an additional loan of up to Rs. 2.5 bn to SELIPL. Subsequently, the company sought shareholder approval to grant further loans of Rs. 1.2 bn in FY24 and Rs. 1.3 bn in FY25 to SELIPL. Of this, Rs. 900.0 mn was disbursed in FY24. However, we note that there have been no repayments against the total loan amount since FY23, and the outstanding balance has accumulated to Rs. 1.6 bn. The company must clearly disclose the repayment schedule for both the outstanding loans and the proposed disbursements in FY26. We believe that the company is better served by reinvesting the excess cash in the business, or by paying out dividend/buyback to shareholders, instead of extending a loan to a fellow subsidiary. In the absence of a clear rationale for the company extending support to SELIPL, we are unable to support the transactions.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Transparency and Governance Concern: Unclear how the sale or purchase of Assets fall within the ordinary course of business.
  • ICICI Prudential Mutual FundThe proposed transactions related to administrative & service fees, purchase of capital goods & services, purchase of raw material, components, spares & finished goods, reimbursements paid and received, grant of fresh loan of Rs. 1.3 bn, rent on leased property, sale of goods and services. While the transactions related to the purchase of raw materials and rendering of services are in the ordinary course of business and at arm’s length pricing, the AMC believes that the onus of financial assistance to SELIPL should be on the promoter entity. The AMC believed that the company is better served by reinvesting the excess cash in the business, or by paying out dividend/buyback to shareholders, instead of extending a loan to a fellow subsidiary. In the absence of a clear rationale for the company extending support to SELIPL, the AMC has voted against the resolution.

  14 for7 against
• 7. To Consider and Approve the Appointment of M/s J. B. Bhave & Co., Practicing Company Secretary as the Secretarial Auditor of the Company for a Period of Five Years i.e. from the Financial Year 2025-26 to the Financial Year 2029-30.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundProposed fee payable to incoming Secretarial Auditors not disclosed. Material change in fee not disclosed.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed fee payable to incoming Secretarial Auditors not disclosed. Material change in fee not disclosed
  • Kotak Mahindra Mutual FundThe company has stated that the remuneration of the secretarial auditor will be as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors and the secretarial auditor. The company has not disclosed the proposed remuneration for Jayavant B. Bhave, proprietor of J. B. Bhave & Co., as secretarial auditor, which is a regulatory requirement. Hence, we do not support the resolution.
  • LIC Mutual FundConcern over Proposed fee payable to incoming Secretarial Auditors not disclosed. Material change in fee not disclosed
  • Nippon India Mutual FundNon disclosure of Proposed fee payable to Secretarial Auditors.

  13 for8 against
• 8. To Ratify of Remuneration of the Cost Auditor for the Financial Year 2025-26.

  21 for0 against
• 9. To Consider and Approve the Remuneration Payable to Mr. Gopal Subramanyam, Non-Executive, Independent Director (DIN: 06684319) in Excess of Fifty Percent of the Total Annual Remuneration Payable to All Non-Executive Directors of the Company for the Financial Year.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Prolonged association and hence does not support the proposal for the remuneration package.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with the law. Governance Concern: SES had raised concern on the appointment of Mr. Gopal Subramanyam due to his prolonged association and hence does not support the proposal for the remuneration package.
  • LIC Mutual FundConcern on the appointment of Mr. Gopal Subramanyam due to his prolonged association and hence does not support the proposal for the remuneration package.
  • Nippon India Mutual FundGovernance Concern: Prolonged association hence does not support the proposal for the remuneration package.

  14 for7 against

Mutual fund votes, meeting of 14 Jul 2025, 21 fund houses

• To consider and approve the Scheme of Arrangement (“Scheme”) between and amongst the Demerged Company and SKF India (Industrial) Limited (“Resulting Company”) and their respective shareholders and creditors.MoreLess

  21 for0 against

Mutual fund votes, meeting of 30 Apr 2025, 23 fund houses

• 1 - Appointment of Mr. Shailesh Kumar Sharma (DIN: 09493881) as Director of the Company

  23 for0 against
• 2 - Appointment of Mr. Shailesh Kumar Sharma (DIN: 09493881) as Whole-time Director of the Company for a term of 5 consecutive years

  ›Against Axis Mutual Fund, DSP Mutual Fund

  • Axis Mutual FundShailesh Kumar Sharma, 55, is the Director – Operations at SKF India Limited since 2019. He leads the manufacturing, sourcing, and logistics at SKF India Limited. He received Rs. 21.7 mn in FY24 (including Rs. 4.9 mn as variable pay and Rs. 4.6 mn as stock award from parent company). We are unable to estimate his total compensation as it includes an incentive component under which there is a long-term variable pay and a short – term variable pay, for which there is no guidance provided. Additionally, the quantum of the stock award he may receive from the global parent company remains undisclosed. There are no granular details on the performance metrics that will determine the incentive payout nor is there guidance or a cap on the payout in absolute terms. The company must disclose the performance metrics which will determine his variable pay and cap the remuneration in absolute terms. While we support his appointment, we do not support his open–ended remuneration terms. Hence, we are unable to support the resolution.
  • DSP Mutual FundShailesh Kumar Sharma, 55, is the Director – Operations at SKF India Limited since 2019. He leads the manufacturing, sourcing, and logistics at SKF India Limited.He received Rs. 21.7 mn in FY24 (including Rs. 4.9 mn as variable pay and Rs. 4.6 mn as stock award from parent company). We are unable to estimate his total compensation as it includes an incentive component under which there is a long-term variable pay and a short – term variable pay, for which there is no guidance provided. Additionally, the quantum of the stock award he may receive from the global parent company remains undisclosed. There are no granular details on the performance metrics that will determine the incentive payout nor is there guidance or a cap on the payout in absolute terms. The company must disclose the performance metrics which will determine his variable pay and cap the remuneration in absolute terms. While we support his appointment, we do not support his open–ended remuneration terms. Hence, we are unable to support the resolution.

  21 for2 against

Mutual fund votes, meeting of 16 Nov 2024, 23 fund houses

• Appointment of Kerstin Enochsson (DIN: 10774889) as Non-Executive Director of the Company

  22 for0 against

Mutual fund votes, meeting of 13 Aug 2024, 23 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive consider and adopt: - na. The Audited Standalone Financial Statements of the Company for the financial year ended n31st March 2024 together with Reports of the Board of Directors and the Auditors thereon; andnb. The Audited Consolidated Financial Statements of the Company for the financial year ended n31st March 2024together with the Report of the Auditors thereon.nMoreLess

  22 for0 against
• 2 - To approve and declare final dividend of Rs. 130.00/- per equity share having face value of Rs. 10 each fully paid up for the financial year ended 31st March 2024.

  23 for0 against
• 3 - To appoint a Director in place of Mr. Karl Robin Joakim Landholm (DIN 09651911), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

  23 for0 against
• 4 - Approval of Material Related Party Transactions with SKF GmbH, Schweinfurt, Germany, (Fellow Subsidiary)

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Zerodha Mutual Fund

  • Baroda BNP Paribas Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Basis for Arm’s Length pricing not disclosed. No clarity with regards to obtaining prior approval from shareholders for proposed related party transactions.
  • Groww Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Governance Concern: Basis for Arm’s Length pricing not disclosed; Transparency concern: No clarity with regards to obtaining prior approval from shareholders for proposed related party transactions.
  • JM Financial Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Governance Concern: Basis for Arm’s Length pricing not disclosed; Transparency concern: No clarity with regards to obtaining prior approval from shareholders for proposed Related Party Transactions.
  • LIC Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Governance Concern: Basis for Arm s Length pricing not disclosed; Transparency concern: No clarity with regards to obtaining prior approval from shareholders for proposed related party transactions.

  18 for5 against
• 5 - Approval of Material Related Party Transactions with SKF Engineering and Lubrication India Private Limited, (Fellow Subsidiary)

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual FundThe proposed transactions related to administrative & service fees, purchase of capital goods & services, purchase of raw material, components, spares & finished goods, reimbursements paid and received, grant of fresh loan of Rs. 1.3 bn, rent on leased property, sale of goods and services. SELPIL owns two manufacturing plants for sealing solutions in Mysore and large sized industrial bearings in Ahmedabad and a manufacturing facility for lubrication systems in Bangalore: the loans will be used towards capex & working capital needs of SELIPL. While the proposed transactions related to the purchase of raw materials and rendering of services are in the ordinary course of business and at arm’s length pricing, we believe that the onus of financial assistance to SELIPL, should be on the promoter entity. The company is better served by reinvesting the excess cash in the business, or by paying out dividend/buyback to shareholders, instead of earning a lower return on loan extended to a fellow subsidiary. In the absence of a clear rationale for the company extending support to SELIPL, we are unable to support the transactions.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Governance Concern: Basis for Arm’s Length pricing not disclosed; Transparency concern: No clarity with regards to obtaining prior approval from shareholders for proposed related party transactions.
  • Baroda BNP Paribas Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Basis for Arm’s Length pricing not disclosed; No clarity with regards to obtaining prior approval from shareholders for proposed related party transactions.
  • Edelweiss Mutual FundGiving loan to subsidiary is not a good capital allocation decision for minority shareholders
  • ICICI Prudential Mutual FundThe proposed transactions related to administrative & service fees, purchase of capital goods & services, purchase of raw material, components, spares & finished goods, reimbursements paid and received, grant of fresh loan of Rs. 1.3 billion rent on leased property, sale of goods and services. SELPIL owns two manufacturing plants for sealing solutions in Mysore and large sized industrial bearings in Ahmedabad and a manufacturing facility for lubrication systems in Bangalore: the loans will be used towards capex & working capital needs of SELIPL. While the proposed transactions related to the purchase of raw materials and rendering of services are in the ordinary course of business and at arm’s length pricing, we believe that the onus of financial assistance to SELIPL, should be on the promoter entity. The company is better served by reinvesting the excess cash in the business, or by paying out dividend/buyback to shareholders, instead of earning a lower return on loan extended to a fellow subsidiary. In the absence of a clear rationale for the company extending support to SELIPL, the AMC has voted gaisnt the resolution. .
  • JM Financial Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Governance Concern: Basis for Arm’s Length pricing not disclosed; Transparency concern: No clarity with regards to obtaining prior approval from shareholders for proposed Related Party Transactions.
  • LIC Mutual FundNon-Compliant with SEBI Circular: Omnibus approval sought for more than 1 year. Governance Concern: Basis for Arm s Length pricing not disclosed; Transparency concern: No clarity with regards to obtaining prior approval from shareholders for proposed related party transactions.

  10 for13 against
• 6 - Ratification of Remuneration to Cost Auditor for FY 2024-25

  23 for0 against