Dear Members,
The Board of Directors of your Company are pleased to present the 63rd Annual Report, with audited financial statements (standalone and consolidated) for the Financial Year ended on 31st March 2024.
1. Summary - Financial Results (Standalone and Consolidated):
INR in MINR ("Million")
2. Operations:
The Standalone Revenue from operations of the Company for the year ended on 31st March 2024 stood at INR 45,701.3 Million compared to INR 43,049.2 Million in the previous year. The Company's Standalone Profit before Tax for the year under review was INR 7,357.9 Million compared to INR 7,329.3 in the previous year.
The Standalone Profit after Tax for this period was INR 5,517.7 Million, compared to INR 5,247.9 Million during the previous year.
The Company incurred a capital expenditure of INR 1,335.2 Million during the year.
3. Standalone and Consolidated Financial Statements:
The standalone and consolidated financial statements of the Company for FY 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act') including Indian Accounting Standards specified under Section 133 of the Act. The audited standalone and consolidated Financial Statements together with the Auditors' Report thereon form parts of the Annual Report of FY 2023-24. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the associate company in the prescribed Form AOC-1 forms a part of the Annual Report as AOC-1- Annexure E.
The Financial Statements of the associate company shall be made available to Members on request through email and are also available on the website of the Company, which can be accessed at https://www.skf. com/in the ‘Investors' section.
4. Material changes and commitments if any, affecting the financial position of the Company:
There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and up to the date of this report.
There was no change in the nature of the business of the Company.
5. State of Company's Affairs:
The Company empowers global enterprises with its latest technology for the next decade today. The Company's core businesses include manufacturing of bearings and their components in India. SKF India Limited is an affiliate of the Sweden-based SKF Group, which was founded in 1907. SKF Group started its operations in India in 1923 and continues to provide industry-leading automotive and industrial engineered solutions through its five technology- centric platforms: bearings and units, seals, mechatronics, lubrication solutions and services.
Over the years, the Company has evolved from being a pioneer ball bearing manufacturing Company to a knowledge-driven engineering Company helping customers achieve sustainable and competitive business excellence.
SKF's solutions provide sustainable ways for companies across the automotive and industrial sectors to achieve breakthroughs in friction reduction, energy efficiency, and equipment longevity and reliability. With a strong commitment to research-based innovation, SKF India offers customised value-added solutions that integrate all its five technology platforms.
The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report as Annexure - A.
6. Transfer to Reserves:
The Board of Directors decided to retain the entire amount of profit for FY 2023-24 in the profit and loss account. No amount was transferred to the General Reserves of the Company.
7. Dividend:
The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. For FY 2023-24, the Company has declared a dividend as the final dividend of INR 130/- per equity share of INR 10/- each to its shareholders.
FY 2023-24 was an exceptional year, with efficient planning and robust operational performance. The Board of Directors at their meeting held on 8th May 2024 has recommended the payment of INR 130/- per equity share of the face value of INR 10/- each as the final dividend for the financial year ended 31st March 2024, compared to INR 40/- per equity share for the preceding financial year ended 31st March 2024. The pay-out is expected to be INR 6,426.9 Million, the payment of the final dividend is subject to the approval of the shareholders of the Company at the ensuing 63rd Annual General Meeting (AGM) of the Company to be held on 13th August 2024.
The record date is Thursday, 4th July 2024, for the purpose of determining the eligibility of the shareholders for payment of the dividend for the financial year ended 31st March 2024.
As per the Income Tax Act, 1961 (the Act), as amended by the Finance Act, 2020, dividends paid or distributed by a Company after 1st April 2020 shall be taxable in the hands of the shareholders.
The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR'), the Dividend Distribution Policy approved by the Board is available on the Company's website: https://www.skf.com/binaries/pub12/ Images/0901d196809a6abb-Dividend-Distribution- Policy-SKF-India-Feb-2017 tcm 12-526433.pdf The policy is also part of the Annual Report as Annexure - L.
During this financial year, the unclaimed dividend amount pertaining to the dividend for FY 2015-16 was transferred to the Investor Education and Protection Fund (IEPF).
8. Share Capital Structure and Listing of Shares:
The paid-up share capital of the Company as of 31st March 2024, is INR 494.38 Million - divided into 4,94,37,963 equity shares of INR 10/- each. The Company's equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
During the year under review, there was no change in the share capital of the Company from the last financial year.
The shares are actively traded on the BSE and the NSE and have not been suspended from trading.
The Company has not issued any shares with differential voting rights or sweat equity shares during FY 2023- 24. As of 31st March 2023, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.
9. Awards and Accolades:
Your Directors are pleased to share that during the year under review, your Company continued its tradition of excellence and was honored with several awards and recognitions, reaffirming its strong foothold in the Indian manufacturing industry. The following are some of the notable achievements:
a) Pune:
• CII "CII-Bangalore Online" 3M Competition (Muda, Mura, Muri) - Factory Maintenance received Platinum Award
• CII-Bangalore Online 3M Competition (Muda, Mura, Muri) - Factory Resetting Gold Award
• CII "CII-Bangalore Online" CII- SMED-Quick changeover-Factory Resetting Platinum Award
• QCFI-2023 QCFI Bhosari Safety Kaizen Competition - Safety Case Study ROLLER Gold Award
• QCFI Bhosari Safety Kaizen Competition - Safety Case Study Factory Resetting Gold Award
• QCFI Bhosari Safety Kaizen Competition - Safety Slogan Factory Maintenance Gold Award
• QCFI-2023 QCFI Bhosari Safety Kaizen Competition-Safety Skit Factory Maintenance Silver Award
• CII National Kai-Zen Competition-CII
Renovative Kaizen SH- Platinum Award
• CII National Kai-Zen Competition - CII
Innovative Kaizen Factory Maintenance Platinum Award
• CII National Kai-Zen Competition - CII Breakthrough ROLLER Silver Award.
• Annual Conventional CCQC 2023 Bhosari CCQC - Factory Maintenance Gold Award
• Annual Conventional CCQC 2023 Bhosari CCQC - TRB Gold Award
• Annual Conventional CCQC 2023 Bhosari CCQC - QA Material Lab Gold Award
• Annual Conventional CCQC 2023 Bhosari - Poster + Slogan Factory Maintenance Gold Award
• International Convention on Quality Control Circles Beijing NCQC - HUB Team Gold Award
• International Convention on Quality Control Circles Beijing NCQC - Resetting Team Gold Award
• CII Challengers Trophy 2023 Online POKA YOKE - Shutdown TRB QA Team STAR Challenger award
• CII Challengers Trophy 2023 Online POKA YOKE - Control HUB QA Team JURY Challenger award
• CII Challengers Trophy 2023 Online 3M MURI- Kaizens Category Resetting Team JURY Challenger award
• CII Challengers Trophy 2023 Online
Breakthrough Category Roller Team Satpute SUPER Challenger award
• CII Challengers Trophy 2023 Online MUDA Category TRB Star Champion Award
• CII Challengers Trophy 2023 Online Renovative Category SH- Jury Champions Award
Innovative Category Factory Maintenance Star Champion Award
• Nagpur NCQC-Factory Quality Par Excellence Award
• Nagpur NCQC-TRB/Resetting Par Excellence Award
• Nagpur NCQC - Factory Maintenance Excellence Award
• 17th National 3M Kaizen Competition Online 3M Muri TRB Team Platinum Award
• 17th National 3M Kaizen Competition Online 3M Muda Engineering & HUB Team Gold Award
• Corporate Excellent Award 2024 SCHMRD Digital Transformation Factory Maintenance
• Corporate Excellent Award 2024 SCHMRD Lean Six Sigma HUB
• BAJA CONVENTION-2024 Bajaj Auto Platinum Award Quality Platinum Award
• QCFI Bhosari Safety Kaizen Competition
- 2024 Roller (Safety Case Study) Silver Award
• QCFI Bhosari Safety Kaizen Competition - 2024 Factory Resetting (Safety Case Study) Gold Award
• QCFI Bhosari Safety Kaizen Competition - 2024 TRB (Safety Slogan) Gold Award
• QCFI Bhosari Safety Kaizen Competition - 2024 TRB (Safety Poster) Gold Award
- 2024 Factory Maintenance (Safety Skit) Gold Award
• QCFI Bhosari Safety Kaizen Competition - 2024 Factory Maintenance (Safety Slogan) Gold Award
• QCFI Bhosari Safety Kaizen Competition - 2024 Factory Maintenance (Safety Poster) Gold Award
b) Bengaluru:
• QCFI Bengaluru Best Innovation in Manufacturing - National Awards for Excellence in Manufacturing Resetting National Award
• QCFI Bengaluru TQM-India Summit Engineering, Resetting & Maintenance Gold Award.
• CII Online 17th National 3M Kaizen Competition
- Maintenance & Channel Gold Award under MUDA
- Maintenance & Engg Gold Award under MURA
- Maintenance & Resetting Gold Award under MURI
• QCFI (Bangalore Chapter) Bengaluru SMED Competition - Resetting Gold Award.
• CII Online SMED Competition - Resetting Platinum Award.
• CII Online 48th CII National competition - Channel Silver Award.
• CII Online 48th CII National competition - Maintenance Platinum Award.
• CII Online 48th CII National competition - Resetting Gold Award.
c) Haridwar:
• HCCQC-2023 HCCQC-Haridwar 13th Convention on Quality Concepts- HCCQC-2023 TEJAS Gold Award.
10. Management's Discussion and Analysis and Outlook:
The Management's Discussion and Analysis (MDA) Report giving the details on review of operations, performance, opportunities, and outlook of the Company, as required under Corporate Governance guidelines, has also been incorporated as a separate section forming a part of the Annual Report as Annexure-A.
11. Corporate Governance:
Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance
practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximising shareholder value legally, ethically, and sustainably. Our Corporate Governance Report for FY 2023-24 forms part of this Annual Report.
During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI (Listing Obligations Disclosure Requirement) Regulation ("SEBI LODR"). The Corporate Governance Report, together with a certificate from the Company's Statutory Auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report as Annexure-B.
At SKF India, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. Pay-offs from strong governance practices have been in the sphere of valuations, stakeholders' confidence, market capitalisation and recognition from different stakeholders.
12. Directors and Key Managerial Personnel:
a) Changes in Directors:
During FY 2022-23, based on the recomm- endation of Nomination and Remuneration Committee (‘NRC') of the Company, the Board of Directors have appointed Mr. David Leif Henning Johansson (DIN: 09651955) and Mr. Karl Robin Joakim Landholm (DIN: 09651911) as Additional Directors on the Board with effect from 28th June 2022, and shareholders appointed both as Directors at 61st Annual General Meeting held on 27th July 2022, liable to retire by rotation.
Mr. David Leif Henning Johansson and Mr. Karl Robin Joakim Landholm are not debarred or disqualified from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated 20th June 2018, issued by the BSE and NSE.
In the Last AGM Mr. David Leif Henning Johansson was liable to retire by rotation and re-appointed by the shareholder at AGM, according to the provisions of section 152(6) of the Companies Act, 2023, Mr. Karl Robin Joakim Landholm is liable to retire by rotation as he has been the longest in office since his last appointment on 28th June 2022. Mr. Karl Robin Joakim Landholm being eligible has offered himself for re-appointment as a Director of the Company. The resolution for re-appointment of Mr. Karl Robin Joakim Landholm forms the part of notice convening Annual General Meeting.
On recommendations of the Nomination & Remuneration Committee, the Board of Directors approved the re-appointment of Mr. Manish Bhatnagar (DIN: 08148320) as Managing Director of the Company not liable to retire by rotation with effect from 16th August 2023 for a period of five (5) years, shareholders had approved the re-appointment of Mr. Manish Bhatnagar at Last Year's Annual General meeting held on 2nd August 2023. He was appointed as Managing Director of the Company with effect From 16th August 2018. As informed in the Outcome of Board meeting dated 19th March 2024, due to the change in Role of Mr. Manish Bhatnagar in SKF Group, he resigned from the position of the Managing Director w.e.f 1st April 2024 and on the recommendation of Nomination and Remuneration Committee he was appointed as Non-Executive Non- Independent Director w.e.f 1st April 2024 on the Board, necessary shareholders approval will be obtained by the Company within prescribed timeline as per SEBI LODR. Mr. Manish Bhatnagar is not debarred or disqualified from holding the office of Director by virtue of any order issued by SEBI or any other such authority(ies). Further, he is not related to any of the Directors or Key Managerial Personnel or Promoters of the Company.
Further, in the Board Meeting dated 19th March 2024, due to the Resignation of Mr. Manish Bhatnagar, the Board has appointed Mr. Mukund Vasudevan as an Additional Director of the Company to hold the office till the conclusion of the ensuing Annual General Meeting on the recommendation of Nomination and Remuneration Committee. Necessary shareholders approval will be obtained by the Company within the prescribed timeline as per SEBI LODR. Mr. Mukund Vasudevan is not debarred or disqualified from holding the office of Director by virtue of any order issued by SEBI or any other such authority(ies). Further, he is not related to any of the Directors or Key Managerial Personnel or Promoters of the Company.
Mr. Shailesh Kumar Sharma, a whole-time Director of the Company has resigned from his position as Whole-time Director and Board of the Company w.e.f 8th April 2024, however, he will continue to lead the Operations (manufacturing, procurement & logistics) of SKF for India & Southeast Asia Region, as before. Considering his vast experience and the value he brings on table, the Board has nominated him as a permanent invitee to the Board meetings of the Company.
b) Changes in Key Managerial Personnel:
As mentioned above, due to the change in Role of Mr. Manish Bhatnagar in SKF Group, he has from the position of the Managing Director w.e.f 1st April 2024, the Board has appointed Mr. Mukund Vasudevan as an Additional Director of the Company to hold the office till the conclusion of the ensuing Annual General Meeting on the recommendation of Nomination and Remuneration Committee. Necessary shareholder approval will be obtained by the Company within the prescribed timeline as per SEBI LODR.
Mr. Shailesh Kumar Sharma, a whole-time Director of the Company has resigned from his position as Whole-time Director and Board of the Company w.e.f 8th April 2024 as mentioned in 12(a).
During the year under review and till the date of this meeting, apart from the above-stated facts, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.
13. Declaration from Independent Directors:
Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company, Mr. Gopal Subramanyam (DIN: 06684319) and Ms. Anu Wakhlu (DIN:00122052), have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) and 25(8) of the SEBI LODR. They are also in compliance with Rule 6(1) and (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There has been no change in the circumstances affecting their status as an Independent of the Company.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act 2013 as well as the Code of Conduct for Directors and Senior Management Personnel.
All other Directors of the Company have also provided declarations on the fact that they are not debarred from holding the office of Director by virtue of any
SEBI order or any other statutory authority as required under the Circular dated 20th June 2018, issued by the BSE and NSE.
The Board of Directors of the Company is of the opinion that, the Independent Directors possess a high level of integrity, expertise, and experience, which are beneficial to the Company and its stakeholders.
14. Contribution of Independent Directors to the Growth of the Company:
The Board of Directors of the Company strategically comprises of Independent Directors from different domains which adds value to the Company. Every Independent Director with his/her expertise and integrity has earned a vast experience and reputation in the industry. Our Independent Directors are experts in Industry Experience, Sector Specific knowledge, Finance, Marketing, Strategic Thinking, Regulatory Laws, and Leadership skills as mentioned in Corporate Governance Report. These domains are integral part of every business and therefore the collective expertise of these board members ensures that we are up to the mark with the global leaders in terms of ethics, corporate governance, best industry practices, transparency and technology. The online proficiency self-assessment test of Independent Directors conducted by Indian Institute of Corporate Affairs ensures that the skills and knowledge is appropriate and beneficial to the Company. Both the Independent Directors have successfully passed the test.
15. Key Managerial Personnels:
In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on 31st March 2024:
• *Mr. Manish Bhatnagar, Managing Director
• **Mr. Shailesh Sharma, Whole-time Director
• Mr. Ashish Saraf, Chief Financial Officer
• Mr. Ranjan Kumar, Company Secretary and Compliance Officer.
Note: *Mr. Manish Bhatnagar has resigned as Managing Director w.e.f 1st April 2024 and Mr. Mukund Vasudevan was appointed as Managing Director w.e.f 08th April 2024.
** Mr. Shailesh Sharma resigned the Board w.e.f 08th April 2024, as mentioned in 12(a).
16. Board and its Committee Meetings:
Regular meetings of the Board and its Committees are held to discuss and decide on various policies, strategies, financial matters, and other businesses. The schedule of the Board/Committee Meetings to be held in the calendar year 2024 is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving proposals by circulation from time to time. During FY 2023-2024, 5 (five) meetings of the Board of Directors were held. The details of meetings of the Board and Committees such as the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee, are included in the Corporate Governance Report, which is a part of this document as Annexure -B.
Details of the latest committee members are also available on website of the Company https://www.skf. com/in/investors/operating-committees
17. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, the Board Committees, and individual directors pursuant to the provisions of the Act and SEBI LODR, as amended from time to time.
The process followed for Board evaluation includes:
i) Feedback is sought from each Director about their views on the performance of the Board (as a whole) / Committees / Independent Directors / Chairman / self-assessments, covering various relevant criteria such as degree of fulfillment of key responsibilities, effectiveness of Board processes, participation levels, culture, strategy, risk management, Corporate Governance and responsibilities to various Committees, etc.
ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from various Directors, including the assessment of individual Directors by the Chairman.
iii) The Independent Directors (post their meeting) share thei r collective feedback on the performance of the Board with the Board Members.
iv) Significant highlights, learnings, and action points arising out of the evaluation are presented to the Board and action plans are drawn up wherever required.
The Directors express their satisfaction with the entire evaluation process.
18. Familiarisation Programme:
The details of the training and familiarisation programme are provided in the Corporate Governance Report. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on our website.
Over the years, the Company has developed a robust familiarisation process for the Independent Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the industry, the Company's business model, the risks and opportunities, the new products, innovations, sustainability measures, digitisation measures, etc.
Details of the Familiarisation Programme for Independent Directors are explained in the Corporate Governance Report and is also available on the Company's website at
https://www.skf.com/binaries/pub12/ Images/0901d196809a6abc-Familiarisation- Programme-for-IDs tcm 12-526435.pdf
19. Appointment of Directors and Remuneration Policy:
The Company has in place a policy for the remuneration of Directors, Key Managerial Personnel, and Senior Management Team as well as a well-defined criterion for the selection of candidates for appointment to the said positions. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to the Executive and Non- executive Directors, Key Managerial Personnel, and Senior Management Team.
The Appointment of Directors and Remuneration Policy is available on the Company's website at https://cdn.skfmediahub.skf.com/api/ public/0901d19680cbc6e6/pdf preview medium/0901d19680cbc6e6 pdf preview medium.pdf The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors, Key Managerial Personnel, and Senior Management Team is given in this Report.
20. Audit Committee:
The Audit Committee is constituted in terms of the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) 2015, it comprises of 3 (three) members. The Committee is chaired by Ms. Anu Wakhlu (Independent Woman Director). The other Members of the Committee are Mr. Gopal Subramanyam (Independent Director) and Mr. David Leif Henning Johansson (Non-Executive, Non-Independent Director). Two-third members of the Committee are Independent Directors.
Details of the roles and responsibilities of the Audit Committee, the particulars of meetings held, and the attendance of the Members at such meetings during the year are given in the Report on Corporate Governance, which forms a part of the Annual Report as Annexure -B
During the year under review, the recommendations made by the Audit Committee were accepted by the Board.
21. Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee constituted in terms of the requirements of the Section 135 of Companies Act, 2013, comprises of 3 (three) members. The Committee is chaired by Mr. Manish Bhatnagar (Managing Director). The other Members of the Committee are Mr. Gopal Subramanyam (Independent Director) and Ms. Anu Wakhlu (Independent Director). Two - third members of the Committee are Independent Directors.
Details of the roles and responsibilities of the Corporate Social Responsibility Committee, the particulars of meetings held, and attendance of the Members at such meetings during the year are given in the Report on Corporate Governance, which forms a part of the Annual Report as Annexure-B.
CSR Policy is also disclosed on the website of the Company at
https://cdn.skfmediahub.skf.com/api/ public/0901d19680cb2f37/pdf preview medium/0901d19680cb2f37 pdf preview medium. pdf
During the year under review, the recommendations made by the Corporate Social Responsibility Committee were accepted by the Board.
22. Corporate Social Responsibility:
The Company's objective is to foster more capable, inclusive, and resilient communities through a collaborative approach that recognises the unique needs of marginalised communities. We strive to catalyze positive change in the communities where we operate, aiming to make a meaningful difference from the perspective of those we serve. Our social strategy is integrated with our core business strategy, aiming to empower communities and the environment and generate shared value across our footprint. Aligned with two of our business core values of care and collaboration, our social strategy endeavours to empower communities and promote planetary sustainability.
The Company has been actively engaged in various CSR activities over the years, which cover the entire gamut of community welfare and sustainable environmental activities across the nation. The thrust areas under CSR inter-alia included Education, Empowerment and Environment.
The Corporate Social Responsibility (CSR) Committee reviews and monitors the CSR projects and expenditures undertaken by the Company. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company under the CSR Policy during the year under review are set out in the Annual Report on CSR Activities & CF- Certificate - annexed as Annexure-C of this Report.
The total unspent CSR amount for the Financial Year 2023-24 under review is INR NIL.
23. Risk Management Committee:
Risk is inherent in all businesses and the key to success is to anticipate risks and deploy an appropriate framework to manage them. In today's world, the external and internal environment is changing at an ever-increasing pace and which, in turn, requires businesses to not only manage the existing risks but anticipate emerging risks and deploy mitigating strategies on a continuous basis. Embracing the upside risk opportunities combined with deploying the mitigation strategies are key to success. The Risk Management Committee (RMC) receives regular insights through its corporate governance structure, which has enabled and empowered its management, on risk exposures faced by the organisation, thereby enabling it to provide inputs on prompt actions to be taken as well as monitor the actions taken. The Board is also updated regularly on the risk assessment and mitigation procedures.
The Company's governance structure has well-defined roles and responsibilities, which enable and empower the Management to identify, assess, and leverage business opportunities and manage risks effectively. There is also a comprehensive framework for strategic planning, implementation, and performance monitoring of the business plan, which inter alia includes a well- structured Enterprise Risk Management (ERM) process. The risks that fall under the purview of high likelihood and high impact are identified as key risks. This structured process of identifying risks supports the Senior Management Team in strategic decision-making and in the development of detailed mitigation plans. The identified risks are then integrated into the Company's planning cycle, which is a rolling process to, inter alia, periodically review the movement of the risks and the effectiveness of the mitigation plan. Your Company has constituted a Risk Management Committee, which oversees risk management activities. The Company's risk management initiatives are periodically updated to the Audit Committee and Board of the Company. The Company's assets continue to be adequately insured against the risk of fire, riot, earthquake, terrorism and the risk of loss of profits also stands insured among other things. In addition, adequate coverage has been taken to cover product liability, public liability and Director's and officer liability. Also, all the employees are covered against the risk of loss of life, hospitalisation and personal accident.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI LODR. Risk Management Policy is hosted on website of the Company https://cdn.skfmediahub.skf.com/api/ public/094128b54400ccfb/pdf preview medium/094128b54400ccfb pdf preview medium.pdf
A section on risk management practices of the Company forms a part of the chapter on ‘Management Discussion and Analysis' in this Annual Report as Annexure-A.
24. Safety/Sustainability
a) Safety:
The Company has a vision of "Zero-Injury" for everyone working at SKF site and working for SKF off-site. Safety always comes first, and we are convinced that all work-related accidents can be prevented.
Health and Safety Management remains the Company's foremost priority. A focus on Safety is one of the top priorities of the Company and this is also incorporated into our strategy. The Company always focuses on safety and the well- being of employees. The Company is committed to providing a safe and healthy environment, which is free from any kind of injuries, accidents, and occupational health hazards.
The Company has adopted a structured approach toward implementing Safety Policies and programs to integrate safety with business processes to continuously improve safety performance.
The Company is certified to IS- 45001 and assured compliance with the standards. We want to set standards that go above and beyond the certified management systems. We strive to help improve safety by sharing our safety standards and experience with operators, contractors, and professional organisations. Safety risks are managed across our businesses using standards, controls, and compliance systems. More focus is given to the elimination of unsafe acts and conditions. The Company also started mapping the Safety competency of the employees & plan actions to improve Skills & knowledge through our Training Centre KUSHAL. Recently Company has also inaugurated "Safety Skill Center" at Pune site to reinforce importance of safety at work with aim to achieve zero injuries. Training and awareness are considered key elements of our safety strategy. Company EHS practices and policies are also communicated to all contractors and suppliers, so they understand our safety requirements and follow them.
We commemorate National Safety Month and World Environment Day at all sites where we engage all stakeholders.
This year also we will continue with our structured programs with the objective of encouraging a strong safety culture in the factories, Sales Offices, Warehouses and project sites. The structured efforts taken on safety have resulted in the reduction of recordable accidents from 6 to 4 (33% reduction) compared to last year. The units proactive reporting rate for unsafe conditions, acts and near miss incidents are increased by 35% compared to last year which shows people are more sensitive and vigilant towards reporting the safety deviations.
The Company always takes a safety-first approach while taking any business decision.
b) Sustainability:
Sustainability is at the forefront of all the initiatives of SKF group and it plays an important role in the journey for Intelligent and Clean SKF.
As a part of sustainability, SKF is working on three focus areas:
• Climate Transformation
• Circularity
• Responsible Business
We have launched sustainability and green manufacturing initiative focusing on:-
• Net Zero GHG emission
• Zero Waste to landfill
• Water Neutrality
• Product and process circularity to improve material efficiency
With these initiatives, we are aiming to reduce negative impacts on the environment due to our manufacturing operations, products, and services and reverse the impact of global warming.
We have rolled out the following initiatives as a part of the green manufacturing program:
• Fossil fuel elimination to reduce scope 1 emissions.
• Energy efficiency improvement to reduce scope 2 emissions.
• Renewable energy sourcing to reduce scope 2 emissions
• GHG emission reduction in logistics, employee commutation and supplier manufacturing to reduce scope 3 emissions
• Water conservation
• Oil and chemical consumption reduction
• Waste elimination, recycling, reuse, reprocessing
SKF has committed itself to Science Based Targets Initiatives (SBTi) for Net Zero GHG emission program.
Our efforts are aimed at reducing GHG emissions to achieve the objective of 100% decarbonisation by 2030 in our manufacturing processes and to achieve Net Zero GHG Emission status across full value chain by 2050.
In FY 2023-24, SKF India sourced 45% of renewable energy required for its manufacturing. Since the last quarter of 2023, the Bangalore factory is receiving 95 to 100% of renewable energy from wind solar offsite capex project and is now on the verge of becoming a fully decarbonised factory. Pune factory is now receiving partial additional solar renewable energy from the offsite capex farm solar project from February 2024. With this development, Pune factory will improve its renewable energy content from 35% to 60% in 2024. SKF Team is also working on offsite farm solar projects to make all SKF India sites fully decarbonised by the end of 2025.
The sustainability team, is working with the central purchase and logistic teams to reduce upstream and downstream scope 3 GHG emissions across the full value chain. The team is working with the top 55 critical suppliers to assess their status with the ESG parameters, identify gaps, and help them finalise an action plan to reduce their GHG emissions and ensure compliance with ESG norms.
The Company has initiated a sustainability supply chain program with the objective of a 15% reduction in Co2 emission of forging and ring suppliers by 2025, base year is 2019. SKF team has unveiled supplier sustainability policy during the supplier's meet. SKF team has conducted supplier sustainability workshops for steel mills, ring and forging suppliers, and indirect material suppliers. The team is working with all the identified critical suppliers to prepare and execute long-term GHG reduction plans.
Logistics plays a very important role in the contribution of GHG emissions. SKF logistic team is working on the target to reduce GHG emissions by 40% per ton of goods transported to end customers with a base year as 2015. The team is working on air freight reduction projects, lane optimisation, road transport last mile reduction projects.
As most of the Company's manufacturing sites are situated in water scarcity zone, the team is committed to water conservation and ensuring zero water discharge by treating the used water through ETP and STP plants for gardening and personal hygiene. This year, SKF is working on a mission to make all sites water neutral by the year 2028. All the sites are working on maximising rainwater harvesting and water storage facilities and minimising usage of fresh water. SKF India sites reduced their water consumption by 16% over the last year.
With a focus on circularity, the Company has initiated many recycling initiatives for the coolants and chemicals used in manufacturing processes. Pune site has installed Recond oil plant to filter honing oil and ensure that the sump life of the oil is enhanced, and the same oil can be reused again and again. The Company is continuously working on a program to reduce the usage of oil and chemicals and reduce the wastage and spillage of oil and chemicals. All the sites are using sludge compacting machines to reuse coolant and prevent soil pollution during transport of sludge. All the Company's sites are VOC free since last 3 years. Both SKF Bangalore and Haridwar plants recycle the grinding dust and avoid landfilling or incineration.
Usage of paper and plastics specifically in packaging also contributes to the generation of waste. The Company's sites are proactively working on a reduction in paper and plastic consumption through various packaging optimisation projects in collaboration with suppliers and customers. Major initiative "Segregation at Source" is launched for the segregation of plastic and paper wastes at all manufacturing sites and offices to improve recycling of the waste. As a part of extended producer's responsibility (EPR), SKF has recycled large proportions of plastic waste. The Company site's are working on a target to reduce the generation of plastic/paper waste 5% year over year and reduce negative harmful impact on the environment.
Being a responsible business organisation towards sustainability, the Company has also invested in capex renewable energy sourcing projects and ensuring funds are available for energy efficiency improvement projects.
25. Internal Controls with Respect to Financial Statements:
The Company has proper and adequate policies and procedures in place. These procedures ensure reliability and efficient conduct of business. Periodic review and control mechanisms ensure the effectiveness and adequacy of the internal control systems that the Company operates in. Additionally, it views internal audit as a vital part of management control systems.
It helps keep the management informed about the existence and efficacy of the control systems and processes in the organisation.
The management has implemented an effective three (3) lines of defence to monitor controls - first at the Management level, second by implementing an effective internal control system monitored by the Internal Controls team and, third by Internal Audits. The Company, during the year, reviewed its Internal Financial Control (IFC) systems. It continually worked towards establishing a more robust and effective IFC framework. Being part of the SKF Group, the Company adheres to SICS (SKF Internal Control Standards). This is a customised control system required to be adhered to, across the globe, by all SKF Companies. The standards specified by SICS are an integral part of the standard operating procedures for all business functions.
A great extent of emphasis is placed on having compensating controls within the process, minimising deviations and exceptions. The Internal Controls team verifies the existence of adequate controls and test them. The Internal Audit function conducts Process Audits.
The Company also undergoes periodic audits by specialised external professional firms. Risks/ improvement areas, identified in the audits, are reviewed and mitigation plans are put in place. The status of implementation of action plans for major observations is submitted to every Audit Committee for review.
The Audit Committee reviews reports submitted by the management and audit reports submitted by Internal and Statutory Auditors. The Audit Committee also meets Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems. Based on the Committee's evaluation, it was concluded that as of 31st March 2024, the internal financial controls were adequate and operating effectively.
The Company has complied with the specific requirements as laid out under Section 134(5)(e) of the Companies Act, 2013. It calls for the establishment and implementation of an Internal Financial Control framework that supports compliance with the requirements of the Act concerning the Director's Responsibility Statement. Adequacy of controls of the processes is also being reviewed by the Internal Controls function. Suggestions to further strengthen the processes are shared with the respective process owners. Any significant findings, along with management response and status of action plans, are periodically shared with and reviewed by the Audit Committee.
26. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained your Directors make the following statement in terms of Section 134(5) of the Act:
a) in the preparation of Annual Accounts for the year ended on 31st March 2024, the applicable accounting standards have been followed and there are no material departures.
b) Appropriate accounting policies have been selected and applied them consistently. And made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2024, and of the profit of the Company for the period ended 31st March 2024.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) Annual accounts of the Company have been prepared on a going concern basis.
e) I nternal financial controls have been laid down and are being followed by the Company and that such internal financial controls are adequate and are operating effectively.
f) Proper system to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.
27. Related Party Transactions:
In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Company has formulated a Policy on Related Party Transactions ("Policy") which is also available on the Company's website at
https://cdn.skfmediahub.skf.com/api/ public/094c27a9001efbc0/pdf preview medium/094c27a9001efbc0 pdf preview medium.pdf. The Policy is reviewed by the Board of Directors of the Company at regular intervals. The objective of the Policy is to ensure proper approval, disclosure, and reporting of transactions as applicable, between the Company and any of its related parties. The Audit Committee (only Independent Directors) of the Company has granted omnibus approval for the Related Party Transactions (RPTs) which are of repetitive nature and/or entered in the Ordinary Course of Business and are at arm's length. The Audit Committee also reviews all RPTs on a quarterly basis in line with the omnibus approval granted by them.
All transactions with related parties during the year were on an arm's length basis and were in the ordinary course of business. The Company has entered into transactions with related parties, which are material in nature, i.e., transactions of value exceeding the lower of INR One Thousand Crores or 10% of the annual consolidated turnover as per the last audited financial statements with necessary approval from the Audit Committee, Board of Directors and Shareholders. The particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) in the prescribed Form AOC-2, in accordance with Section 134(3)(h) of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, is attached as Annexure-D of this Report.
The disclosures related to RPTs in accordance with accounting standards are also provided in the Financial Statements.
None of the Directors and Key Managerial Personnel have any pecuniary relationships or transactions with the Company.
A confirmation as to the compliance of Related Party Transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also sent to the Stock Exchanges along with the quarterly compliance report on Corporate Governance.
The Company has submitted half yearly basis Related Party Transactions Report under Regulation 23(9) of SEBI LODR within the prescribed timeline with Stock exchanges and the same is published on the website of the Company.
28. Subsidiaries, Joint Venture and Associates Companies:
As of 31st March 2024, the Company has 2(two) Associate Companies, i.e., Sunstrength Renewables Private Limited and Clean Max Taiyo Private Limited. Further, there are no subsidiaries or joint venture companies. The statement containing the salient features of the Financial Statements of the Company's subsidiaries/ joint ventures/ associates are given in Form AOC - 1, forming part of the Annual Report as Annexure-E.
Further, pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with relevant documents are available on the website of the Company https://www.skf.com/in
29. Vigil Mechanism / Whistle-blower Policy:
Over the years, the Company has established a reputation for doing business with integrity and displaying zero tolerance for any form of unethical behaviour. The Company has in place a system through which Directors, employees, and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, and violation of the Company's code of conduct without fear of reprisal. Your Company has framed a Vigil Mechanism Policy in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI LODR wherein the employees are free to report any improper activity resulting in violation of laws, rules, regulations or code of conduct by any of the employees directly to the Chairperson of the Audit Committee besides others. The Board's Audit Committee oversees the functioning of this policy. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis.
During the year under review, the Company reached out to employees through the Compliance Week Celebration, Workshops, training sessions, e-learning modules, and, periodic compliance communications to create greater awareness with respect to its Code of Conduct including - Fair Competition Directive, Insider Trading, Anti-bribery, and Anti-Corruption Directive. This has helped in achieving a high level of engagement and compliance among the employees. The Vigil Mechanism Policy aims to:
• Allow and encourage stakeholders to bring to the Management's notice, concerns about unethical behaviour, malpractice, wrongful conduct, actual or suspected fraud or violation of policies, and leak or suspected leak of any unpublished price- sensitive information;
• Ensure timely and consistent organisational response;
• Build and strengthen a culture of transparency and trust;
• Provide protection against victimisation.
The above mechanism has been appropriately communicated within the Company across all levels and the details of the policy have been disclosed on the Company's website and can be accessed on
https://cdn.skfmediahub.skf.com/api/public/0901d196809a699a/pdfpreviewmedium/0901d196809a699a pdf preview medium.pdf
30. Business Responsibility and Sustainability Report (BRSR):
The fulfilment of environmental, social and governance responsibility is an integral part of the way your Company conducts its business. The detailed Business Responsibility and Sustainability Report covering the above initiatives has been prepared in accordance with Regulation 34 of SEBI LODR and forms a part of the Annual Report as Annexure-M.
31. Deposits:
The Company has not accepted or renewed any deposits falling under the ambit of Chapter V of the Companies Act, 2013 and the Rules framed thereunder. No amount on account of principal or interest on deposits from the public was outstanding as of 31st March 2024.
32. Statutory Auditors:
At the 61st Annual General Meeting of the Company,
M/s Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years till the conclusion of the 66th Annual General Meeting of the Company to be held in the year 2027, on such remuneration as may be decided by the Audit Committee / Board of Directors of the Company from time to time.
M/s Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018), have submitted their Report on the Financial Statements of the Company for FY 2023-24, which forms a part of the Annual Report of FY 2023-24. There are no observations, qualifications, reservations, adverse remarks or disclaimers of the Auditors in their Audit Reports that may call for any explanation from the Board of Directors.
33. Secretarial Auditor and Secretarial Compliance Report:
In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee has recommended, and the Board has appointed M/s Parikh & Associates, Company Secretaries, as the Secretarial Auditor for conducting Secretarial Audit of the Company for FY 2023-24.
The report of the Secretarial Auditor for the Financial Year ended on 31st March 2024, in MR-3 is attached as Annexure-F of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation/observation, or adverse remarks in the Secretarial Audit Report. During the year under review, the Company is in compliance with the applicable Secretarial Standards, specified by the Institute of Company Secretaries of India (ICSI).
Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8th February 2019 read with and Regulation 24A of SEBI LODR, all listed entities shall, additionally, on an annual basis, submit a report to the stock exchange(s) on compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder within 60 days of the end of Financial Year. Such report shall be submitted by the Company Secretary in practice to the Company in the prescribed format.
The Company has received a Secretarial Compliance Report from M/s Parikh & Associates, Company Secretaries for the Financial Year ended 31st March 2024 and it will be submitted to the stock exchange(s) by 30th May 2024 and will be updated on the website of the Company. Certificate forms part of this Annual Report as Annexure-G.
A certificate from M/s Parikh & Associates, Company Secretaries regarding compliance with sub-regulation 10(i) of regulation 34(3) of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report as Annexure-H.
34. Cost Records and Cost Auditor:
a) Maintenance of Cost Records
The Company is required to maintain cost records under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company.
b) Cost Audit
In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014,
M/s. RA & Co. (Firm Registration No. 000242), Cost Accountants were appoi nted as Cost Auditors of the Company for FY 2023-24 by the Board of Directors on the recommendation of the Audit Committee. The Cost Auditors had confirmed by giving their written consent that their appointment meets the requirement of Section 141 of the Companies Act, 2013.
The Cost Audit Report for FY 2023-24 of the Company will be filed with the Ministry of Corporate Affairs on or before the due date.
As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor, as approved by the Board of Directors on the recommendation of the Audit Committee, is required to be placed before the Members in a General Meeting for its ratification. Accordingly, a resolution for seeking Members' ratification for the remuneration payable to M/s Joshi Apte and Associates, Cost Auditor for FY 2024-25 is included in the Notice convening the 63rd Annual General Meeting.
35. Reporting of Fraud by Auditors:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor nor the Cost Auditor has reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.
36. Significant and material orders passed by the Regulators or Courts or Tribunals:
During FY 2023-24 no such significant and material order passed by the Regulators or courts or tribunals.
37. Particulars of Employees:
The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-I to this Report.
The statement containing names of the top 10 employees, in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at investors@skf.com.
None of the employees listed under the said rules are related to any Director of the Company.
38. Industrial Relations:
The Company enjoys harmonious and healthy industrial relations due to its vibrant work culture and believes in a collaborative approach at work. This mutual trust and caring spirit helps in maintaining a harmonious environment across all business units. The enthusiasm and unstinting efforts of employees have enabled the Company to remain in the leadership position in the industry.
39. Transfer of Equity Shares / Unpaid and Unclaimed Amounts to IEPF:
Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and subsequent amendment thereof, the amount of dividends, which remained unpaid or unclaimed for a period of seven years from the due date, is required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.
The Company has accordingly transferred INR 52,11,135/- (Rupees Fifty-Two Lakhs Eleven Thousand and One Hundred and Thirty-Five only) being the unpaid and unclaimed dividend amount pertaining to FY 2015-16 to the IEPF in August 2023. As per the IEPF Rules, all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority within a period of 30 days of such shares becoming due to be transferred to the IEPF. Accordingly, the Company has transferred all the shares pertaining to FY 2016-17 to the IEPF Authority in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more after following the prescribed procedure.
Further amount due in respect of FY 2016-17 and shares where dividend had remained unpaid for the last consecutive 7 (seven) years will be transferred to the IEPF within the stipulated time period. The Company has sent individual notices to the concerned shareholders, whose shares and dividends are liable to be transferred to the IEPF Authority to their latest available addresses. The Company has also published necessary newspaper Adverstiment and intimated to the Stock exchange such advertisements.
The Company has displayed full details of such shareholders, dividends, and shares on its website at www.skf.com/in. Shareholders are requested to verify the details of the shares liable to be transferred as aforesaid.
40. Particulars of Loans, Guarantees or Investments:
The particulars of loans given, investments made or guarantee/security provided are disclosed in the financial statements. No fresh loan was given during the year. The Company did not give any guarantee or provide any security in connection with any loan.
The Company has invested INR 26,000/- in Clean Max Taiyo Private Limited in the form of the acquisition of Equity Shares to the tune of 26% during the last financial year.
The Company has invested during the financial year 26,267 equity shares (twenty-six thousand two hundred and sixty-seven only) fully paid-up equity shares of INR 10/- each at a premium of INR 1,596/- each share of M/s Cleanmax Taiyo Private Limited. Post-acquisition of aforesaid share, the Company has 28,867 Equity shares i.e. own 26% of the total issued and paid-up share capital of the Investee Company. The Company has invested in the special purpose vehicle Company for the purchase of electricity generated from captive solar power project for the Bangalore plant of the Company. As per local electricity laws of Karnataka, SKF India mandatorily needs to invest in at least 26% equity shares of the power producer Company under the captive solar farm model. Accordingly, the first tranche of investment was done in March 2023. The balance tranche of investment was done in August 2023 by SKF India in Clean Max Taiyo Private Limited to comply with the captive requirements. The Company has made an investment in the capital instruments of Clean Max Taiyo Private Limited ("Investee Company") in compliance with the requirement of the local Electricity laws for captively consuming green energy. Necessary intimations were submitted to the stock exchange once acquisition was completed.
The Company had invested in the special purpose vehicle company, for the purchase of electricity generated from captive solar power project for the Pune plant of the Company. As per local electricity laws of Maharashtra, SKF India mandatorily needs to invest in at least 26% equity shares of the power producer company under the captive solar farm model. Accordingly, the first tranche of investment was done in December 2020 and the second tranche of investment was done in March 2021 by SKF India in Sunstrength Renewables Private Limited to comply with the captive requirements.
During the financial year, the Company acquired 2,89,875 (Two Lakhs Eighty Nine Thousand Eight Hundred and Seventy-Five) fully paid-up equity shares of INR 10/- each at a premium of INR70 /- each share of M/s Sunstrength Renewables Private Limited i.e. own 26.74% of the total issued and paid-up share capital of the Investee Company. The Company has made investment in the capital instruments of M/s Sunstrength Renewables Private Limited ("Investee Company") in compliance with the requirement of the local Electricity laws for captively consuming green energy.
Please refer Note 6 of financial statements for investments under Section 186 of the Companies Act, 2013.
41. Annual Return:
Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of the Company for the Financial Year ended 31st March 2024 has been placed on the website of the Company. The same can be accessed by any person through the below-given weblink. https://www.skf.com/in/investors
42. Policy on Prevention of Sexual Harassment at Workplace:
At SKF India, we strive to create an environment where there is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, or age. At SKF India Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of the Company. The Company also has in place a Prevention of Sexual Harassment Policy. This is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, and trainees) are covered under this policy.
The Company has complied with provisions relating to the constitution of the Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. This has been widely communicated internally and is uploaded on the Company's intranet portal.
Internal committees comprising management staff across locations and an external member are in place. These include a majority women members to redress complaints relating to sexual harassment. The employees are sensitised from time to time in respect of matters connected with the prevention of sexual harassment. Awareness programmes are conducted at unit levels to sensitise the employees to uphold the dignity of their colleagues at the workplace. The Company conducted an e-learning programme for white-collar employees and in-person training for Blue Collar employees for all factory locations in the local language during calendar year to cover various aspects of the subject matter:
Below are details of the Complaints:
Internal Complaint Committee details are provided in the POSH Policy. The POSH Policy is available on the website of the Company
https://cdn.skfmediahub.skf.com/api/public/0901d19680abcff8/pdfpreviewmedium/0901d19680abcff8 pdfpreviewmedium.pdf
43. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo are attached as Annexure - J to this Report.
44. Explanation or Comments on Qualifications. Reservations or Adverse Remarks or Disclaimers Made by the Statutory Auditors. Secretarial Auditors:
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial Statements for the Financial year ended 31st March 2024. The Report of Secretarial Auditors for the Financial Year ended 31st March 2024 is also unmodified.
45. Proceeding under Insolvency and Bankruptcy Code. 2016:
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code) during FY 2023-24.
46. The details of the difference between the amount of the valuation done at the time of the one-time settlement and the valuation done while taking a loan from the banks or financial institutions. along with the reasons thereof:
During the year under review, the Company has not made any such settlement; therefore, the same is not applicable.
47. Code of Conduct for Board and Senior Management:
The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Company's website https://www. skf.com/binaries/pub12/Images/0901d196809a6aba- Code-of-Conduct-for-Directors-Senior-Management tcm 12-526431.pdf
All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26(3) read with part D of the Schedule V of the SEBI LODR, 2015 signed by the Managing Director to this effect is annexed as a part of the Annual Report as Annexure - K.
48. Compliance with Secretarial Standards:
The Board of Directors, to the best of its knowledge, affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI SS1 and SS2, respectively relating to Meetings of the Board and its Committees, which have mandatory application during the year under review.
49. Cautionary Statement:
Statements in this ‘Director's Report' and ‘Management Discussion and Analysis Report' describing the Company's objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include raw material/ fuel availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in the Government regulations, tax regimes, economic developments, unforeseen situations like pandemic within the country in which your Company conducts business and other ancillary factors.
50. Acknowledgements:
The Directors express their deep sense of gratitude to the Principals, Aktiebolaget SKF, customers, members, suppliers, employees, bankers, business partners/ associates and all other stakeholders for their exemplary and valued contribution and look forward to their continued assistance in future.