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    WABCO INDIA LIMITED 10th Annual Report 2014


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    WABCO INDIA LIMITED Board of Directors Listing of Shares with Factories M LAKSHMINARAYAN Madras Stock Exchange Limited Plot No. 3 (SP), III Main Road, Chennai Ambattur Industrial Estate, Chairman National Stock Exchange of India Limited Chennai 600 058 D E UDWADIA Mumbai Tel. : 044 4224 2000 NARAYAN K SESHADRI BSE Limited Fax : 044 4224 2009 LEON LIU Mumbai Large Sector, TREVOR LUCAS Share Transfer Agent Adityapur Industrial Area, Gamharia, Seraikella-Kharsawan Dist. VINCENT PICKERING Sundaram-Clayton Limited Jharkhand 832 108 MICHAEL EDWARD THOMPSON "Jayalakshmi Estates", 1st Floor, Tel. : 0657 398 5700 29 Haddows Road, Chennai - 600 006 Whole-time Director Fax : 0657 238 7997 Tel. : 044 - 2827 2233 P KANIAPPAN 044 - 2828 4959 Plant - 1 & Plant - 2 Chief Financial Officer Fax : 044 - 2825 7121 Plot No. AA8, Central Avenue, T S RAJAGOPALAN E-mail : kr.raman@scl.co.in Auto Ancillary SEZ, sclshares@gmail.com Mahindra World City, General Manager - Finance and investorscomplaintssta@scl.co.in Natham Sub-Post, Chengalpet, Company Secretary sivalaisenthilnathan.n@wabco-auto.com Kancheepuram District 603 002 N SIVALAI SENTHILNATHAN Tamil Nadu Bankers Tel. : 044 3090 1200 Audit Committee STATE BANK OF INDIA Corporate Accounts Group Branch Plot No.11, Sector 4, SIDCUL, NARAYAN K SESHADRI 3rd Floor, Sigappi Achi Building IIE Pantnagar, Chairman Rudrapur Udham Singh Nagar, 18/3, Rukmanilakshmipathy Road D E UDWADIA Egmore, Chennai 600 008 Uttarakhand - 263 153 TREVOR LUCAS Tel. : 05944 250885 BNP Paribas Stakeholders Relationship Prince Towers, 3rd Floor, 25/26 College Road, KH 159-162, 164 Village Dhakauli Committee # Chennai 600 006 Nawabganj, Barabanki Dewa Road, D E UDWADIA $ Somaiya Nagar, Barabanki Citibank N.A. Lucknow, Uttar Pradesh 225 123 Chairman 3rd Floor, 2 Club House Road, Tel. : 05248 230065 NARAYAN K SESHADRI @ Chennai 600 002 P KANIAPPAN Software Design Centres Auditors TREVOR LUCAS “Ispahani Centre”, 5th & 7th Floor, S.R. BATLIBOI & ASSOCIATES LLP 123/124 Nungambakkam High Road, Nomination and Remuneration Chartered Accountants Chennai 600 034 Committee Tidel Park, 6th & 7th Floor, Tel. : 044 2828 5000 A - Block (Module 601, 701-702), NARAYAN K SESHADRI Fax : 044 2833 2212 4, Rajiv Gandhi Salai, Chennai 600 113 Chairman M LAKSHMINARAYAN Solicitors & Advocates CONTENTS Page No. D E UDWADIA UDWADIA UDESHI & ARGUS PARTNERS Notice to the shareholders 4 LEON LIU Solicitors & Advocates Directors’ report to the shareholders 13 VINCENT PICKERING Elphinstone House 1st Floor, 17 Murzban Road Management discussion and analysis report 17 Corporate Social Responsibility Committee Mumbai 400 001 Report on corporate governance 22 M LAKSHMINARAYAN Registered Office Auditors’ certificate on corporate governance 32 Chairman Plot No. 3 (SP), III Main Road, Auditors’ report to shareholders 33 LEON LIU Ambattur Industrial Estate, Balance sheet 36 P KANIAPPAN Chennai 600 058 Tel. : 044 4224 2000 Statement of Profit & Loss 37 TREVOR LUCAS Fax : 044 4224 2009 #formerly known as Investors' Grievance Committee Cash flow statement 38 $from 20th May 2014 Website : www.wabcoindia.com Notes to financial statements 40 @up to 20th May 2014 CIN: L34103TN2004PLC054667 1


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    WABCO INDIA LIMITED 2


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    WABCO INDIA LIMITED FINANCIAL HIGHLIGHTS Rupees in lakhs Year ended March 31st 2009-10 2010-11 2011-12 2012-13 2013-14 Profit and Loss Account Sales/Revenue from operations # 59,126 89,252 104,564 96,592 111,070 Other income 1,828 536 1,206 1,264 2,721 Total income 60,954 89,788 105,770 97,856 113,791 Gross profit before interest, depn & tax 13,574 20,600 23,199 20,668 19,336 Depreciation 1,444 1,442 1,564 2,172 3,215 Profit before interest & tax 12,130 19,158 21,635 18,497 16,121 Interest 296 20 12 2 14 Profit before taxation 11,834 19,138 21,623 18,495 16,107 Profit after taxation 7,819 12,743 15,340 13,079 11,748 Balance Sheet Net Fixed assets 18,677 19,031 24,300 28,892 31,756 Investments 221 1,220 2,320 2,545 5,020 Net current assets 9,178 18,984 26,726 34,479 39,652 Long term loans and advances – 1,582 1,827 1,566 2,369 Total 28,076 40,817 55,173 67,482 78,797 Share capital 948 948 948 948 948 Reserves & surplus 26,084 37,724 51,962 63,932 74,570 Net worth 27,032 38,672 52,910 64,880 75,518 Loan funds/Non current liabilities ## 719 1,330 1,169 1,431 1,665 Deferred taxation (net) 325 815 1,094 1,171 1,614 Total 28,076 40,817 55,173 67,482 78,797 EPS (Rs) 41.22 67.18 80.87 68.95 61.94 DPS (Rs) 2.50 5.00 5.00 5.00 5.00 Book value per share (Rs) 142.51 203.89 278.95 342.04 398.12 Return on capital employed (ROCE) % 44.7 55.6 45.1 30.2 22.0 Return on net worth (RONW) % 33.4 38.8 33.5 22.2 16.7 Fixed assets turnover (no of times) 3.1 4.7 4.8 3.6 3.7 Working capital turnover (no of times) 7.9 6.3 4.6 3.2 3.0 Gross profit as % of sales (EBITDA) 23.0 23.1 22.2 21.4 17.4 Gross profit as % of total income 22.3 22.9 21.9 21.1 17.0 Net profit as % of total income 12.8 14.2 14.5 13.4 10.3 # Figures for the year 2009-10 represents "sales" and for 2010-11, 2011-12, 2012-13 and 2013-14 represents "Revenue from operations". # # Figures for the year 2009-10 represents "Loan funds" and for 2010-11, 2011-12, 2012-13 and 2013-14 represents "Non current liabilities". ROCE is profit before interest and taxation divided by average networth plus loan funds. RONW is profit after tax divided by average networth. Fixed assets turnover is sales divided by average net fixed assets as at the end of the year. Working capital turnover is sales divided by average net current assets as at the end of the year. 3


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    WABCO INDIA LIMITED Notice to the Shareholders holding DIN 00064750), as a Non-Executive and Independent Director for a term of five consecutive NOTICE is hereby given that the Tenth Annual General years from 1st April, 2014 to 31st March, 2019, Meeting of the Company will be held at "The Music pursuant to the provisions of Sections 149, 150, 152, Academy", New No. 168 (Old No. 306), T.T.K Road, 160 and any other applicable provisions of the Chennai 600 014 on Tuesday, the 22nd day of July 2014 Companies Act, 2013 and the rules made thereunder at 10.45 a.m. to transact the following business: (including any statutory modification(s) or re- 1. To consider and, if thought fit, to pass with or enactment thereof for the time being in force) read without modification, the following resolution as with Schedule IV to the Companies Act, 2013, and an ordinary resolution: in respect of whom the Company has received a notice in writing from a member proposing his RESOLVED THAT the audited balance sheet as at candidature for the office of director, be and is 31st March, 2014, the statement of profit and loss hereby approved. and cash flow statement of the Company for the year ended on that date, together with the notes, directors' report and auditors' report thereon, as 6. To consider and, if thought fit, to pass with or presented to the meeting be and the same are without modification, the following resolution as hereby approved and adopted. an ordinary resolution: RESOLVED THAT the appointment of Mr D E 2. To consider and, if thought fit to pass with or Udwadia (Director of the Company holding DIN without modification, the following resolution as 00009755), as a Non-Executive and Independent an ordinary resolution: Director for a term of five consecutive years from RESOLVED THAT pursuant to the recommendation 1st April, 2014 to 31st March, 2019, pursuant to the of the board of directors of the Company, a dividend provisions of Sections 149, 150, 152, 160 and any of Rs.5/- per share on 1,89,67,584 equity shares other applicable provisions of the Companies Act, of Rs.5/- each fully paid up, absorbing a sum of 2013 and the rules made thereunder (including any Rs. 948.38 lakhs, be and is hereby declared for the statutory modification(s) or re-enactment thereof for year ended 31st March, 2014 and the same be paid the time being in force) read with Schedule IV to to the shareholders whose name appear in the the Companies Act, 2013, and in respect of whom register of members of the Company as at the close the Company has received a notice in writing from of 20th July, 2014. a member proposing his candidature for the office 3. To consider and, if thought fit, to pass with or of director, be and is hereby approved. without modification, the following resolution as an ordinary resolution: 7. To consider and, if thought fit, to pass with or RESOLVED THAT Mr Trevor Lucas (holding without modification, the following resolution as DIN 01627818), director who retires by rotation and an ordinary resolution: being eligible for re-appointment, be and is hereby RESOLVED THAT the appointment of Mr Narayan re-appointed as a director of the Company. K Seshadri (Director of the Company holding DIN 00053563), as a Non-Executive and Independent 4. To consider and if thought fit, to pass with or without modification, the following resolution as Director for a term of five consecutive years from an ordinary resolution: 1st April, 2014 to 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 160 and any RESOLVED THAT Messrs S.R. Batliboi & Associates other applicable provisions of the Companies Act, LLP, Chartered Accountants, Tidel Park, 6th & 7th 2013 and the rules made thereunder (including any Floor - A Block (Module 601,701-702), No. 4, Rajiv statutory modification(s) or re-enactment thereof for Gandhi Salai, Taramani, Chennai 600 113, holding the time being in force) read with Schedule IV to Firm Registration No.101049W allotted by the Institute the Companies Act, 2013, and in respect of whom of Chartered Accountants of India, be and are hereby the Company has received a notice in writing from appointed as the statutory auditors of the Company a member proposing his candidature for the office to hold office for the term of five years from the of director, be and is hereby approved. conclusion of this Annual General Meeting until the conclusion of the fifteenth Annual General Meeting, 8. To consider and, if thought fit, to pass with or subject to ratification at every Annual General Meeting. without modification, the following resolution as RESOLVED FURTHER THAT the board of directors an ordinary resolution: of the Company be and is hereby authorised to fix RESOLVED THAT pursuant to Sections 196, 197, their remuneration and reimburse their travelling and 203 read with Schedule V and any other applicable out of pocket expenses. provisions of the Companies Act, 2013 ("the Act") and rules made thereunder or any amendment there 5. To consider and, if thought fit, to pass with or to or substitution thereof. Mr P Kaniappan (holding without modification, the following resolution as DIN 02696192), Whole-time Director, be and is hereby an ordinary resolution: appointed as Managing Director for a period of five RESOLVED THAT the appointment of years from 17th June, 2014 on the terms and conditions Mr M Lakshminarayan (Director of the Company as to his appointment and remuneration, contained in 4


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    WABCO INDIA LIMITED the agreement dated 20th May 2014 entered between RESOLVED FURTHER THAT the scope and quantum him and the Company, a copy of which is placed before of remuneration specified hereinabove, may be altered the meeting and initialled by the Chairman for the or varied by the board of directors, in the light of and purpose of identification thereof, with the powers to in conformity with any amendments to the relevant the board of directors of the Company to determine provisions of the Companies Act, 2013/ Income-tax quantum of individual items of his remuneration, payable Act, 1961 and / or the rules and regulations made at such intervals, within the overall limits, for each thereunder and / or such guidelines, as may be financial year so as not to exceed prescribed limit on announced by the Central Government, from time to the net profits of the Company, calculated in accordance time. with the provisions of Sections 198 read with Schedule RESOLVED FURTHER THAT in the event of any loss, V of the Act and as per Article 140(1) of the Articles absence or inadequacy of profits in any financial year, of Association of the Company he is not subject to during the term of office of Mr P Kaniappan, the retirement by rotation. remuneration payable to him by way of salary, RESOLVED FURTHER THAT the remuneration within allowances, commission, perquisites and other benefits, the aforesaid limits, as mentioned below, proposed to shall not without the approval of the Central Government be paid to Mr P Kaniappan as Managing Director (if required) exceed the limits prescribed under Schedule under the Act, for a period of five years from V and other applicable provisions of the Companies 17th June 2014, be and is hereby approved, subject Act, 2013 including any amendment, modification, to the condition that the board of directors, from time variation or re-enactment thereof. to time, may determine the quantum of individual items RESOLVED FURTHER THAT Mr P Kaniappan, of his remuneration for each financial year not exceeding Managing Director of the Company, shall have the the maximum limits specified in each category as powers and duties as set out in the aforesaid agreement. follows: 9. To consider and, if thought fit, to pass with or (1) Salary and commission on profits or performance without modification, the following resolution as linked incentive or bonus: a special resolution: Subject to a ceiling of INR 150 lakhs (Rupees RESOLVED THAT approval of the Company be and one crore and fifty lakhs only) per annum. is hereby accorded in terms of Section 197 and other (2) Perquisites and allowances: applicable provisions of the Companies Act 2013 (the Perquisites like unfurnished accommodation / Act) read with the rules made thereunder and the house rent allowance, conveyance allowance, leave Articles of Association of the Company to pay travel assistance for self and family, club fees, remuneration to the Non-Executive Independent earned leave, medical / personal accident Directors of the Company by way of profit-related insurance premium and other benefits or amenities, commission not exceeding one percent of the net in aggregate restricted to a sum not exceeding profits of the company, computed in the manner referred INR 50 lakhs (Rupees fifty lakhs only) per annum; to in Section 198 of the Act, in the aggregate for a and period of five (5) years from 1st April 2014 to 31st March 2019. Provision of telephone at residence including payment of local calls and long distance calls shall RESOLVED FURTHER THAT in terms of Section not be included in the computation of perquisites 197(2) of the Act the remuneration by way of profit- for the purpose of calculation of the said ceiling. related commission referred to above shall be exclusive Personal long distance calls on telephone for of any fees payable to the directors under Section private purposes shall be recovered by the 197(5) of the Act and re-imbursement of expenses for Company. Provision of a car for use on Company's participation in Board and other meetings. business. RESOLVED FURTHER THAT the Board of Directors (3) Stock option: be and is hereby authorised to determine the basis Participation in M/s. WABCO Holdings Inc., stock and the proportion in which the profit-related commission option schemes. This shall not be included for may be apportioned among the Non-Executive computation of limits of perquisites and allowances. Independent Directors and do all such acts, deeds, (4) Contribution to statutory funds: matters and things as may be considered necessary from time to time to give effect to this resolution. Company's contribution to provident fund which shall not exceed 12% of the salary or such other By order of the board higher Rate as may be notified by the Central Government from time to time and as per the rules of the Company. Chennai N SIVALAI SENTHILNATHAN Company's contribution to provident and gratuity 20th May 2014 General Manager - Finance and funds, shall not be included for computation of Company Secretary limits of perquisites and allowances as aforesaid. Registered office: CIN: L34103TN2004PLC054667 (5) Pension benefits: Plot No 3 (SP), III Main Road Entitled to pension, if any, payable after retirement, Ambattur Industrial Estate as per the rules of the Company. Chennai 600 058. 5


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    WABCO INDIA LIMITED Notes: 1. A member entitled to attend and vote at the Companies Act, 2013, (including any statutory meeting is entitled to appoint one or more proxies modification(s) or re-enactment thereof for the time to attend and vote instead of himself / herself being in force) the amount of dividend remaining and the proxy or proxies so appointed need not unpaid or unclaimed for a period of seven years from be a member or members, as the case may be, the due date is required to be transferred to the of the Company. Investor Education and Protection Fund (IEPF), The instrument appointing the proxy and the constituted by the Central Government. The power of attorney or other authority, if any, under particulars of due dates for transfer of such unclaimed which it is signed or a notarially certified copy dividends to IEPF are furnished in the report on of that power or authority shall be deposited at Corporate Governance forming part of the annual the registered office of the Company not later report. than 48 hours before the time fixed for holding The Ministry of Corporate Affairs (MCA) on 10th the meeting. May, 2012 notified the IEPF (Uploading of information A person can act as proxy on behalf of members regarding unpaid and unclaimed amounts lying with not exceeding fifty (50) and holding in the companies) Rules, 2012 (IEPF Rules), which is aggregate not more than ten percent of the total applicable to the Company. The objective of the share capital of the Company. However, a single IEPF Rules is to help the shareholders ascertain person may act as a Proxy for a member holding status of the unclaimed amounts and overcome the more than ten percent of the total voting share problems due to misplacement of intimation thereof capital of the Company provided that such person by post etc. In terms of the said IEPF Rules, the shall not act as a Proxy for any other person. Company has uploaded the information in respect of the Unclaimed Dividends in respect of the financial 2. The Register of Members and the Share Transfer years from 2007-08, as on the date of the 9th Annual books of the Company will remain closed for 2 days General Meeting (AGM) held on 24th July, 2013, on from 21st July, 2014 to 22nd July, 2014 (both days the website of the IEPF viz. www.iepf.gov.in and inclusive) for annual closing and determining the under "Investors Section" on the Website of the entitlement of the shareholders to the dividend for Company viz. www.wabcoindia.com. 2013-14. 3. The Explanatory Statement pursuant to Section 102 A separate reminder was also sent to those members of the Companies Act, 2013, which sets out details having unclaimed dividends since 2008. Members relating to Special Business at the meeting, is who have not encashed their dividend warrants are annexed hereto. advised to write to the Company by surrendering the unencashed warrants immediately claiming 4. The dividend of Rs.5/- per share has been dividends declared. recommended by the Board of Directors for the year ended 31st March, 2014 and subject to the approval 7. To prevent fraudulent transactions, members are of the shareholders at the ensuing Annual General advised to exercise due diligence and notify the Meeting, is proposed to be paid on or before Company of any change in address or demise of 31st July, 2014. any member as soon as possible. Members are also advised not to leave their demat account(s) dormant 5. Members holding shares in electronic form are hereby for long. Periodic statement of holdings should be informed that bank particulars registered against obtained from the concerned Depository Participant their respective depository accounts will be used by and holdings should be verified. the Company for payment of dividend. The Company or its Registrars cannot act on any request received 8. The Securities and Exchange Board of India (SEBI) directly from the Members holding shares in electronic has mandated the submission of Permanent Account form for any change of bank particulars or bank Number (PAN) by every participant in securities mandates. Such changes are to be advised only to market. Members holding shares in electronic form the Depository Participant of the Members. Members are, therefore, requested to submit the PAN to their holding shares in physical form and desirous of Depository Participants with whom they are either registering bank particulars or changing bank maintaining their demat accounts. Members holding particulars already registered against their respective shares in physical form can submit their PAN details folios for payment of dividend are requested to write to the Company. to the Company. 9. Details under Clause 49 of the Listing Agreement 6. Under Section 205A of the Companies Act, 1956, with the Stock Exchange in respect of the Directors and Section 124 read with Section 125 of the seeking appointment / re-appointment at the Annual 6


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    WABCO INDIA LIMITED General Meeting, forms integral part of the notice. ID or Folio No. as password. The said The Directors have furnished the requisite PDF file contains your user ID and declarations for their appointment / re-appointment. Password / PIN for e-voting. Please note 10. Electronic copy of the Annual Report for 2014 is that the password is an initial password. being sent to all the members whose email IDs are (ii) Launch internet browser by typing registered with the Company / Depository the following URL: https:// Participants(s) for communication purposes unless www.evoting.nsdl.com any member has requested for a hard copy of the (iii) Click on Shareholder - Login same. For members who have not registered their email address, physical copies of the Annual Report (iv) Put user ID and password as initial for 2014 is being sent in the permitted mode. Password / PIN noted in step (i) above. Click Login. 11. Electronic copy of the Notice of the 10th Annual General Meeting of the Company inter alia indicating (v) Password change menu appears. the process and manner of e-Voting along with Change the password / PIN with new Attendance Slip and Proxy Form is being sent to password of your choice with minimum all the members whose email IDs are registered with 8 digits / characters or combination the Company / Depository Participants(s) for thereof. Note new password. It is strongly communication purposes unless any member has recommended not to share your requested for a hard copy of the same. For members password with any other person and who have not registered their email address, physical take utmost care to keep your password copies of the Notice of the 10th Annual General confidential. Meeting of the Company inter alia indicating the (vi) Home page of e-voting opens. Click on process and manner of e-Voting along with e-Voting: Active Voting Cycles. Attendance Slip and Proxy Form is being sent in (vii) Select "EVEN" of WABCO India Limited. the permitted mode. (viii) Now you are ready for e-Voting as Cast 12. Members may also note that the Notice of the Vote page opens. 10th Annual General Meeting and the Annual Report for 2014 will also be available on the Company's (ix) Cast your vote by selecting appropriate website www.wabcoindia.com for their download. The option and click on "Submit" and also physical copies of the aforesaid documents will also "Confirm" when prompted. be available at the Company's Registered Office in (x) Upon confirmation, the message "Vote Chennai for inspection during normal business hours cast successfully" will be displayed. on working days. Even after registering for (xi) Once you have voted on the resolution, e-communication, members are entitled to receive you will not be allowed to modify your such communication in physical form, upon making vote. a request for the same, by post free of cost. For any communication, the shareholders may also send (xii) Institutional shareholders (i.e. other than requests to the Company's investor email ID: individuals, HUF, NRI etc.) are required investorcomplaintssta@scl.co.in. to send scanned copy (PDF / JPG Format) of the relevant Board Resolution / 13. Voting through electronic means Authority letter etc. together with attested I. In compliance with provisions of Section 108 of specimen signature of the duly authorized the Companies Act, 2013 and Rule 20 of the signatory(ies) who are authorized to vote, Companies (Management and Administration) to the Scrutinizer through e-mail to Rules, 2014, the Company is pleased to provide skco.cs@gmail.com with a copy marked members facility to exercise their right to vote to evoting@nsdl.co.in at the 10th Annual General Meeting (AGM) by B. In case a Member receives physical copy of electronic means and the business may be the Notice of AGM [for members whose email transacted through e-Voting Services provided by IDs are not registered with the Company/ National Securities Depository Limited (NSDL): Depository Participants(s) or requesting The instructions for e-Voting are as under: physical copy] : A. In case a Member receives an email from NSDL [for members whose email IDs are (i) Initial password is provided as below/at registered with the Company / Depository the bottom of the Attendance Slip for the Participants(s)]: AGM: (i) Open email and open PDF file viz; EVEN (E Voting Event Number) USER "wabcoindia e-Voting.pdf" with your Client ID PASSWORD / PIN 7


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    WABCO INDIA LIMITED (ii) Please follow all steps from Sl. No. (ii) working days, up to and including the date of the to Sl. No. (xii) above, to cast vote. Annual General Meeting of the Company. II. In case of any queries, you may refer the BRIEF RESUME AND OTHER INFORMATION IN Frequently Asked Questions (FAQs) for RESPECT OF DIRECTORS SEEKING RE-APPOINTMENT Shareholders and e-Voting user manual for AT THE ANNUAL GENERAL MEETING AS REQUIRED Shareholders available at the Downloads section UNDER CLAUSE 49 OF THE LISTING AGREEMENT of www.evoting.nsdl.com or contact NSDL at the WITH THE STOCK EXCHANGES: following Telephone No. 022-24994600. III. If you are already registered with NSDL for Item No.3 : Appointment of Mr Trevor Lucas, Non- e-Voting then you can use your existing user ID Executive and Non-Independent Director by retire by and password / PIN for casting your vote. rotation IV. You can also update your mobile number and Mr Trevor Lucas is a Bachelor of Business Studies e-mail ID in the user profile details of the folio (Honours), University of Dublin and a fellow member of which may be used for sending future the Institute of Chartered Accountants in Ireland. He has communication(s). served KPMG, Dublin from 1975 to 1982 as General V. The e-Voting period commences on 14th July, Practice Manager. He was with CPC Europe, holding 2014 (9:00 am) and ends on 16th July, 2014 various positions as Manager Finance and Taxes, Manager (6:00 pm) (three days). During this period Financial Services and Systems and Manager Financial shareholders' of the Company, holding shares Accounting. either in physical form or in dematerialized form, He has also served as head of Finance for Council for as on the cut-off date (record date) of 20th June, Education, Recruitment and Training for the Hotel, Catering 2014, may cast their vote electronically. The and Tourism Industry, Dublin. He was with Best Foods e-Voting module shall be disabled by NSDL for Europe/Africa/Middle East, Brussels (later part of the voting thereafter. Once the vote on a resolution Unilever Group) during 1989-2002 as Director Finance is cast by the shareholder, the shareholder shall and Taxes. He joined American Standard, Brussels, not be allowed to change it subsequently. (WABCO Division) in 2003 as Vice President-Taxes. VI. The voting rights of shareholders shall be in Following the spin off of WABCO Division from American proportion to their shares of the paid up equity Standard, he held his position as Vice President-Taxes share capital of the Company as on the cut-off of WABCO Holdings Inc. He retired recently from WABCO date (record date) of 20th June, 2014. but continues consulting on a need basis. VII.Mr K Sriram (Membership No. CP No.2215), He is the member of the Stakeholders Relationship Practising Company Secretary has been committee of the company. He is not a director / member appointed as the Scrutinizer to scrutinize the of any committee of board of directors of any other e-Voting process in a fair and transparent manner. company. He does not hold any shares in the Company VIII. The Scrutinizer shall within a period not exceeding and he is not related to any other directors of the three(3) working days from the conclusion of the company. e-Voting period unblock the votes in the presence Except Mr. Trevor Lucas, being an appointee, none of of at least two(2) witnesses not in the employment the Directors and Key Managerial Personnel of the of the Company and make a Scrutinizer's Report Company and their relatives is concerned or interested, of the votes cast in favour or against, if any, financial or otherwise, in the resolution set out at Item forthwith to the Chairman of the Company. No.3. This Statement may also be regarded as a disclosure IX. The Results declared alongwith the Scrutinizer's under Clause 49 of the Listing agreement with the Stock Report shall be placed on the Company's website Exchanges. www.wabcoindia.com and on the website of NSDL within two(2) days of passing of the resolutions EXPLANATORY STATEMENT PURSUANT TO SECTION at the AGM of the Company and communicated 102 OF THE COMPANIES ACT, 2013 AND DETAILS to the stock exchanges where the shares of the OF DIRECTORS SEEKING APPOINTMENT/ RE- Company are listed. APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK 14. All documents referred to in the accompanying Notice EXCHANGES: and the Explanatory Statement shall be open for inspection at the Registered Office of the Company Item No.5 : Appointment of Mr M Lakshminarayan during normal hours (10.00 am to 12.00 noon) on all as an Independent Director 8


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    WABCO INDIA LIMITED Mr M Lakshminarayan is a Non-Executive Independent for his appointment as an Independent Director of the Director of the Company. Company and is independent of the management. Copy of the draft letter for appointment of Mr M Lakshminarayan Mr M Lakshminarayan holds Masters Degree in as an Independent Director would be available for Technology from the Indian Institute of Technology, inspection without any fee by the members at the Mumbai. He has over 37 years of experience in Registered Office of the Company during normal business distinguished companies such as Tata Motors and Bosch hours on any working day, excluding Saturday. Ltd (formerly MICO). The Board considers that his continued association would He has also headed a product group in Germany for be of immense benefit to the Company and it is desirable over two years during his tenure in Bosch. He has served to continue to avail services of Mr M Lakshminarayan as Chairman of Southern Region at Confederation of as an Independent Director. Accordingly, the Board Indian Industry and has been an Executive Council recommends the resolution in relation to his appointment Member of the Indian machine Tool Manufacturer's as an Independent Director, for the approval by the Association. He is the Chairman of the Advisory Board shareholders of the Company. of Central Manufacturing Technology Institute, Bangalore. At present he is the Managing Director of Harman Except Mr M Lakshminarayan, being an appointee, none International India Pvt Ltd, a 100% subsidiary of the of the Directors and Key Managerial Personnel of the Audio giant Harman. Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item He is the Chairman of the Corporate Social Responsibility No.5. This Explanatory Statement may also be regarded Committee and member of the Nomination and as a disclosure under Clause 49 of the Listing agreement Remuneration Committee of the Company. He holds 50 with the Stock Exchanges. shares in the Company and is not related to any other directors of the Company. Details of his other directorship Item No.6 : Appointment of Mr D E Udwadia as an and membership / chairmanship of committees are given Independent Director below: Mr D E Udwadia is a Non-Executive Independent Director S. Name of the Position Name of the company of the Company. No. Committee held Mr D E Udwadia is a post graduate from University of 1. Rane (Madras) Limited Audit Committee Chairman Bombay. He is an Advocate and Solicitor of the Bombay 2. Carborundum Universal Limited Audit Committee Member High Court. He is also a Solicitor of the Supreme Court of England. 3. TVS Automobile Solutions Limited Audit Committee Member Mr D E Udwadia was a partner of Crawford Bayley & 4. Kirloskar Oil Engines Limited Co., Mumbai, one of the India's leading law firms for 5. Manipal Acunova Limited more than two decades. He is a founder partner of Udwadia Udeshi & Argus, Advocates and Solicitors, 6. Harman International (India) Private Limited Mumbai. Consequent upon the reconstitution of the firm, 7. Janaadhar Constructions Private Limited its name was changed to Udwadia Udeshi & Argus Partners effective 1st April 2012. His firm and he are 8. Wholsum Foods Private Limited legal advisors to several Indian and multinational In terms of Section 149 and other applicable provisions companies and foreign banks having a presence in India. of the Companies Act, 2013, Mr M Lakshminarayan being He has during his nearly 49 years of active law practice eligible and offering himself for appointment is proposed acquired valuable knowledge, experience and expertise to be appointed as an Independent Director of the in the areas of corporate law, mergers, acquisitions and Company for a term of five consecutive years from take overs, corporate restructuring, foreign collaboration, 1st April, 2014 to 31st March, 2019. joint ventures, project and infrastructure finance, intellectual property, international loans and finance related Mr M Lakshminarayan has given a declaration dated transactions and financial instruments, mutual funds, real 1st April, 2014 confirming that he satisfies the criteria estate and conveyancing. of independence as required under the Section 149 (6) of the Companies Act, 2013. The board of directors, He is the Chairman of the Stakeholders Relationship at its meeting held on 20th May 2014, opined that, committee and member of the Nomination and Mr. M Lakshminarayan fulfils the conditions specified in Remuneration Committee of the Company. He does not the Companies Act, 2013 and rules made thereunder hold any shares in the Company and is not related to 9


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    WABCO INDIA LIMITED any other directors of the Company. Details of his other Except Mr D E Udwadia, being an appointee, none of directorship and membership / chairmanship of committees the Directors and Key Managerial Personnel of the are given below: Company and their relatives is concerned or interested, S. Name of the Position financial or otherwise, in the resolution set out at Item Name of the company No.6. This Explanatory Statement may also be regarded No. Committee held as a disclosure under Clause 49 of the Listing agreement 1. ABB India Limited Audit Committee Member with the Stock Exchanges. Stakeholders Grievance Item No.7 : Appointment of Mr Narayan K Seshadri Committee Chairman as Independent Director 2. AstraZeneca Pharma India Limited Audit Committee Member Mr Narayan K Seshadri is a Non-Executive Independent 3. The Bombay Burmah Trading Director of the Company. Corporation, Limited Audit Committee Member Mr Narayan K Seshadri is a graduate of Science from 4. ITD Cementation India Limited Audit Committee Member the University of Bangalore and a Chartered Accountant 5. JM Financial Limited with vast professional experience. 6. MPS Limited Audit Committee Member He was the founder Chairman and CEO of Halcyon Group, 7. Wyeth Ltd Audit Committee Member an Investment Advisory and Management Services 8. JM Financial Products Limited organization. Halcyon Group runs a USD 300 million Special Situations Fund investing in distressed companies 9. IRD Mechanalysis Limited and latent businesses with considerable potential for growth. 10. Bombay Gymkhana Limited Prior to establishing Halcyon, Mr Narayan K Seshadri was 11. Conservation Corporation of India Pvt Ltd the Managing partner at KPMG's Business Advisory Service 12. JM Financial & Investment Consultancy Practice which he helped turnaround and rebuild. Besides Services Private Limited the industry sectors that he currently works with, 13. Habasit Iakoka Private Limited Mr Narayan Seshadri has advised the Power, Banking and 14. JM Financial Trustee Company Private Limited Financial Services, Agribusiness, Pharmaceutical, 15. Quantum Advisors Private Limited Healthcare, IT and ITES Sectors at different levels from 16. Rossi Gearmotors (India) Pvt. Ltd. policy formulation to corporate strategy, restructuring and organization transformation. 17. SCA Hygiene Products India Private Limited He is the Chairman of the Audit Committee and Nomination In terms of Section 149 and other applicable provisions and Remuneration Committee of the Company. He does of the Companies Act, 2013, Mr D E Udwadia being not hold any shares in the Company and is not related eligible and offering himself for appointment, is proposed to any other directors of the Company. Details of his other to be appointed as an Independent Director of the Company directorship and membership / chairmanship of committees for a term of five consecutive years from 1st April, 2014 are given below: to 31st March, 2019. S. Name of the company Name of the Position No. Committee held Mr D E Udwadia has given a declaration dated April, 1st 2014 confirming that he satisfies the criteria of 1. Magma Fincorp Limited Audit committee Chairman Nomination & independence as required under the Section 149 (6) of Remuneration the Companies Act, 2013. The board of directors, at its Committee Member meeting held on 20 th May 2014, opined that, Investment Mr D E Udwadia fulfils the conditions specified in the Committee Member Companies Act, 2013 and rules made thereunder for his 2. PI Industries Limited Audit Committee Member Managing appointment as an Independent Director of the Company Committee Member and is independent of the management. Copy of the draft Remuneration letter for appointment of Mr D E Udwadia, as an Committee Member Independent Director would be available for inspection ESOP Committee Member without any fee by the members at the Registered Office 3. Kalpataru Power Transmission Limited Risk Management of the Company during normal business hours on any Committee Chairman Audit Committee Member working day, excluding Saturday. 4. Astra Zeneca Pharma India Limited Remuneration The Board considers that his continued association would Committee Member be of immense benefit to the Company and it is desirable 5. SBI Capital Markets Limited Committee of to continue to avail services of Mr D E Udwadia as an Directors Member Audit Committee Member Independent Director. Accordingly, the Board recommends Remuneration / the resolution in relation to his appointment as an HR Committee Member Independent Director, for the approval by the shareholders Risk Management of the Company. Committee Chairman 10


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    WABCO INDIA LIMITED S. Name of the company Name of the Position postgraduate in manufacturing systems engineering from No. Committee held University of Warwick, UK. He also holds Executive MBA degree from Great Lakes Institute of Management Chennai. 6. IRIS Business Services Limited Audit Committee Member His experience includes 10 years in TVS Motor Company 7. Sundaram Investments Limited Ltd, Hosur responsible for production management in 8. International Asset Reconstruction Audit Committee Member different areas such as machining, fabrication, painting, Company Pvt Ltd Asset Acquisition & Reconstruction engine and vehicle assembly. He was in the purchase Committee Member department of brakes division in Sundaram-Clayton Limited 9. Radiant Life Care Pvt Ltd (SCL) in various capacities during 1993 to 1999 and was 10. Arthveda Fund Management Pvt Ltd in the rank of General Manager before elevated as business 11. Tranzmute Capital & Management Pvt Ltd head of Foundry division of SCL. He held this position 12. A2O Software India Pvt Ltd from 1999 to 2001 and became Operations head of brakes 13. Halcyon Resources & Management Pvt Ltd division of SCL from 2001 to May 2009 (since demerged 14. Halcyon Enterprises Pvt Ltd to WABCO-TVS (INDIA) Limited (WTIL) from 28th March 15. Dimexon International Holding, BV 2008. 16. Indrise Investments, Cayman Islands He was appointed as Whole-time Director of WTIL on 17th 17. Lindner Investments Ltd, June 2009 and holds the office from that date. British Virgin Islands He has established a world class manufacturing system In terms of Section 149 and other applicable provisions in WTIL incorporating some of the best practices such of the Companies Act, 2013, Mr Narayan K Seshadri being as Total Quality Management (TQM), Lean and Total eligible and offering himself for appointment is proposed productive Maintenance (TPM) with year over year to be appointed as an Independent Director of the Company productivity improvement. He developed and implemented for a term of five consecutive years from 1st April, 2014 a vendor development model resulting in low cost and to 31st March, 2019. high quality supplier base. Mr Narayan K Seshadri has given a declaration dated 1st He is a member of the Stakeholders Relationship April, 2014 confirming that he satisfies the criteria of Committee and Corporate Social Responsibility Committee independence as required under the Section 149 (6) of the of the Company. He is not a director of any other company. Companies Act, 2013. The board of directors, at its meeting He does not hold any shares in the Company and he held on 20th May 2014, opined that, Mr Narayan K Seshadri, is not related to any other directors of the Company. fulfils the conditions specified in the Companies Act, 2013 The shareholders have approved the appointment of and rules made thereunder for his appointment as an Mr P Kaniappan as a Whole-time Director for a period Independent Director of the Company and is independent of 5 years from 17th June 2009 and also payment of of the management. Copy of the draft letter for appointment remuneration to him at the 5th Annual General Meeting of Mr Narayan K Seshadri, as an Independent Director held on 24th September 2009 and subsequently increased would be available for inspection without any fee by the the remuneration as approved by the shareholder at 6th members at the Registered Office of the Company during and 8th Annual General Meeting of the shareholders. normal business hours on any working day, excluding Saturday. The present term of office of the Mr P Kaniappan, as approved by the shareholders, comes to an end on The Board considers that his continued association would 16th June, 2014. The members of the Nomination and be of immense benefit to the Company and it is desirable Remuneration Committee recommended to the Board to to continue to avail services of Mr Narayan K Seshadri appoint him as Managing Director of the Company for a as an Independent Director. Accordingly, the Board period of five years from 17th June 2014. The Board of recommends the resolution in relation to his appointment directors of the Company at its meeting held on 20th May, as an Independent Director, for the approval by the shareholders of the Company. 2014 appointed him as Managing director of the Company for the period of 5 year from 17th June 2014, subject to Except Mr Narayan K Seshadri, being an appointee, none the approval of the shareholders and as per the Article of the Directors and Key Managerial Personnel of the 140(1) of the Articles of Association of the Company he Company and their relatives is concerned or interested, is not subject to retirement by rotation. financial or otherwise, in the resolution set out at Item No.7. This Explanatory Statement may also be regarded as a The appointment of Mr P Kaniappan is appropriate and disclosure under Clause 49 of the Listing agreement with in the best interest of the Company. The approval of the the Stock Exchanges. members is being sought to the terms, conditions and stipulations for the appointment of Mr P Kaniappan as the Item No.8 : Appointment of Mr P Kaniappan as Managing Director and the remuneration payable to him. Managing Director The terms and conditions proposed (fixed by the Board Mr P Kaniappan is a graduate in mechanical engineering of Directors at its meeting held on 20th May, 2014) are from Regional Engineering College, Karnataka, India and keeping in line with the remuneration package that is 11


  • Page 13

    WABCO INDIA LIMITED necessary to encourage good professional managers with and their relatives is concerned or interested, financial or a sound career record to important position as that of the otherwise, in the resolution set out at Item No.8. Managing Director. The material terms of appointment and remuneration as Item No.9: Payment of commission to Non-Executive contained in the draft Agreement are given below: - Independent Directors: The shareholders have approved the payment of commission (1) Salary and commission on profits or performance within the overall limits so as not to exceed in aggregate linked incentive or bonus: 1% of the net profits of the Company in each financial year Subject to a ceiling of INR 150 lakhs (Rupees one calculated in accordance with the provisions of Sections crore and fifty lakhs only) per annum. 349 and 350 of the Companies Act, 1956, for a period (2) Perquisites and allowances: of five years commencing from 1st April 2011 by way of Perquisites like unfurnished accommodation / house a special resolution through the Postal Ballot on 21st rent allowance, conveyance allowance, leave travel December 2010. assistance for self and family, club fees, earned leave, In view of Sections 149, 197 and any other relevant provisions medical / personal accident insurance premium and of the Companies Act, 2013 and taking into account the other benefits or amenities, in aggregate restricted to roles and responsibilities of the Independent Directors, a sum not exceeding INR 50 lakhs (Rupees fifty lakhs it is proposed that the Non-Executive Independent Directors only) per annum; and together, be paid for each of the five financial years of the Provision of telephone at residence including payment Company commencing from 1st April 2014, commission not of local calls and long distance calls shall not be exceeding one percent per annum of the net profits of the included in the computation of perquisites for the Company computed in accordance with the provisions of purpose of calculation of the said ceiling. Personal long the Companies Act, 2013. This commission will be distributed distance calls on telephone for private purposes shall amongst all or some of the Non-Executive Independent be recovered by the Company. Provision of a car for Directors in accordance with the directions given by the use on Company's business. Board of Directors and subject to any other applicable requirements under the Companies Act, 2013. This (3) Stock option: remuneration shall be in addition to fee payable to the Participation in M/s. WABCO Holdings Inc., stock option directors for attending the meetings of the Board or schemes. This shall not be included for computation Committee thereof, and reimbursement of expenses for of limits of perquisites and allowances. participation in the Board and other meetings. (4) Contribution to statutory funds: Accordingly, a fresh approval of the shareholders is sought Company's contribution to provident fund which shall by way of a special resolution under the applicable provisions not exceed 12% of the salary or such other higher of the Companies Act, 2013 for payment of remuneration Rate as may be notified by the Central Government by way of commission to the Non-Executive Independent from time to time and as per the rules of the Company. Directors of the Company, for a period of five years Company's contribution to provident and gratuity funds, commencing from 1st April 2014 as said out in the resolution shall not be included for computation of limits of at Item No.9 of the Notice. perquisites and allowances as aforesaid. Except Non-Executive Independent Directors, none of the (5) Pension benefits: Directors and Key Managerial Personnel of the Company Entitled to pension, if any, payable after retirement, as and their relatives is concerned or interested, financial or per the rules of the Company. otherwise, in the resolution set out at Item No.9 of the Notice to the extent of the remuneration that may be In view of the provisions of Sections 196, 197, 203 and received by them. any other applicable provisions of the Companies Act, 2013, the Board recommends the ordinary resolution set out at By order of the board item no.8 of the accompanying Notice for the approval of the Members. Copy of the Agreement referred to in the resolution would Chennai N SIVALAI SENTHILNATHAN be available for inspection without any fee by the members 20th May 2014 General Manager - Finance and at the Registered Office of the Company during Company Secretary normal business hours on any working day, excluding Registered office: Saturday, upto and including the date of the Annual CIN: L34103TN2004PLC054667 General Meeting. Plot No 3 (SP), III Main Road Except Mr P Kaniappan, being an appointee, none of the Ambattur Industrial Estate Directors and Key Managerial Personnel of the Company Chennai 600 058. 12


  • Page 14

    WABCO INDIA LIMITED Directors’ report to the shareholders The directors have pleasure in presenting the tenth annual report and After market sales segment registered a growth of 7% over the the audited accounts for the financial year ended 31st March 2014. previous year and exports segment registered a growth of 110% over the previous year. 2. FINANCIAL HIGHLIGHTS Rs. in lakhs 5. CAPITAL EXPENDITURE Details Year ended Year ended Capital expenditure of Rs.90 crores is planned for the year 31.03.2014 31.03.2013 2014-15 considering the industry growth in this year. Sales (net) 1,04,582.49 91,735.78 6. DIRECTORS Other Operating income 6,487.60 4,856.60 Mr M Lakshminarayan, Mr D E Udwadia and Mr Narayan K Seshadri, Independent Directors are appointed for a term of five Other income 2,721.18 1,263.50 consecutive years from 1st April, 2014 to 31st March, 2019, subject Total revenue from operations to the approval of the shareholders at the ensuing annual general and other income 1,13,791.27 97,855.88 meeting. Mr P Kaniappan who has been appointed as Whole-time Director with effect from 17th June 2009 by the Gross profit before interest shareholders in the 5th annual general meeting has now been and depreciation 19,336.25 20,668.37 re-appointed with a re-designation as Managing Director for the Finance costs 14.46 1.76 period of five years from 17th June, 2014 and he will not be Depreciation 3,215.09 2,171.78 subject to retirement by rotation as per Article 140(1) of the Articles of Association of the Company. Mr Trevor Lucas, retire at Profit before tax 16,106.70 18,494.83 the ensuing annual general meeting of the Company, being eligible, Provision for taxation (including offer himself for re-appointment. deferred tax and tax relating In compliance with Clause 49 of the Listing Agreement, a brief to earlier years) 4,358.92 5416.00 resume of the above directors and other required information is Profit after tax 11,747.78 13,078.83 given in the notice convening the annual general meeting of the Company. Necessary resolutions for their re-appointment will be Surplus brought forward placed for approval of the shareholders at the ensuing annual from previous year 40,210.29 33,241.02 general meeting. Your directors recommend their re-appointment Total 51,958.07 46,319.85 as directors / Managing Director of the Company. Appropriations: The independent directors have fulfilled the criteria of independence as defined under Section 149(6) of the Companies Proposed dividend 948.38 948.38 Act, 2013 (“the Act”) and requisite declarations in terms of Section Dividend tax payable 161.18 161.18 149(7) of the Act have been received. Transfer to general reserve 1,200.00 5,000.00 7. AUDITORS Surplus in profit & loss account 49,648.51 40,210.29 Messrs S.R.Batliboi & Associates LLP, Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and are 51,958.07 46,319.85 eligible for re-appointment. The Company has received letter from them to the effect that 3. DIVIDEND their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and The board of directors have recommended a dividend of Rs.5/- that they are not disqualified for re-appointment. per share for the year ended 31st March 2014 absorbing a sum of Rs.948.38 lakhs for approval of the shareholders at the ensuing 8. SECRETARIAL AUDITOR annual general meeting. As required under Section 204 of the Companies Act, 2013 and 4. PERFORMANCE the Companies (Appointment and Remuneration of Managerial During the year 2013-14, sales of medium and heavy commercial Personnel) Rules 2014, the Company is required to appoint a vehicles (M & HCV), dropped by 21% over the previous year. Secretarial Auditor for auditing the secretarial and related records The Company achieved a total revenue from operations and other of the Company and to provide a report in this regard. income of Rs.1,138 crores as against turnover of Rs.978 crores M/s. S Krishnamurthy & Co., Company Secretaries, who was in the previous year, an increase of 16%. appointed as secretarial auditor of the Company by the board of 13


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    WABCO INDIA LIMITED directors of the Company at its meeting held on 20th May, 2014 (iii) that the directors have taken proper and sufficient care for to carry out the necessary audit as required under the Companies the maintenance of adequate accounting records in Act, 2013. accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for 9. STATUTORY STATEMENTS preventing and detecting fraud and other irregularities; and Conservation of energy, technology absorption and foreign (iv) that the directors have prepared the accounts for the financial exchange earnings and outgo year ended 31st March 2014 on a going concern basis. Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I 10. CORPORATE GOVERNANCE to this report, as per the requirements of section 217(1)(e) of the The Company has complied with the provisions of the Listing Companies Act, 1956, read with the Companies (Disclosure of Agreement concerning corporate governance and a report to this Particulars in the Report of Board of Directors) Rules, 1988. effect is attached, as required by Clause 49 of the Listing Particulars of employees Agreement with the stock exchanges. The certificate issued by Particulars of employees pursuant to Section 217(2A) of the the auditors of the Company regarding compliance with the Companies Act, 1956, read with the Companies (Particulars of corporate governance requirements is also annexed to this report. Employees) Rules, 1975, as amended, are set out in Annexure The Whole-time Director (CEO) and the Chief Financial Officer II and form part of this report. However, pursuant to Section (CFO) of the Company have certified to the board on financial 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts statements and other matters in accordance with Clause 49(V) of are being sent to all the Members excluding the aforesaid the Listing Agreement pertaining to CEO / CFO certification for information. The said particulars will be made available to a the financial year ended 31st March 2014. Member upon request and also made available for inspection at The management discussion and analysis report, as required by the the Registered Office of the Company. Any member interested in Listing Agreement, is also attached and forms part of this report. obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. 11. ACKNOWLEDGEMENT Directors’ Responsibility Statement The directors gratefully acknowledge the continued support and co-operation received from WABCO Europe BVBA, Belgium. Pursuant to Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed: The directors thank the vehicle manufacturers, distributors, vendors and bankers for their continued support and assistance. (i) that in the preparation of annual accounts for the financial The directors wish to place on record their appreciation of the year ended 31st March 2014, the applicable accounting excellent work done by employees of the Company at all levels standards have been followed along with proper explanation during the year. The directors specially thank the shareholders relating to material departures; for the confidence reposed by them in the Company. (ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give For and on behalf of the board a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Chennai M LAKSHMINARAYAN Company for the year under review; 20th May 2014 Chairman 14


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    WABCO INDIA LIMITED Annexure I to the Directors’ report Information as required under Section 217(1)(e) of the Companies Act, 1956 A. CONSERVATION OF ENERGY B. TECHNOLOGY ABSORPTION Research & Development (R & D) 1. Measures taken i) Replacing 400W Metal halide Lamp to 80W Compact 1. Specific areas in which R & D is carried out by the Company. Fluorescent Light (CFL) to reduce power consumption; Existing activities: ii) Recover the waste heat from Air compressor to Surface (a) Products launched Protection Unit to reduce power consumption; 1. Higher capacity compressors iii) Use of solar power for lighting in office areas covering 100% 2. Lift axle control valve of all lighting load in some of the departments in the 3. New actuators and brake chambers registered office of the Company; 4. Type 22, 24 brake chamber iv) Replacing of Del Star Convertors to Air Compressors to 5. Integral pedal unit reduce the power consumption; 6. 3" clutch servo 7. Automatic slack adjuster v) Introduction of Air Blowers in washing machines to reduce the energy consumption; 8. D2 Governor valve 9. Air tanks vi) Providing Air Solenoid in machines to reduce compressed air consumption during idle stage of machines; (b) New high speed test track formed to facilitate commercial vehicle homologation of ABS; vii) Replacement of induction motor to servo motor in performance test rig to reduce the energy consumption; and (c) Pune Engineering Centre established to support customers in the western part of the country; viii) Introduction of inverter drive for Grinding machine to reduce (d) New test facilities added to support product validations; power consumption. (e) Hydraulic booster performance facility is commissioned to This will result in a saving of about 6.40L Units & Rs 38.40 Lakhs augment hydraulic testing capabilities. per annum. 2. Measures Proposed 2. Benefits derived as a result of R & D: i) Upgradation of old machines (HR3A, Takisawa & test rig) i) Design and development of cost competitive and value with new energy efficient high torque servo motor system; added products for emerging markets to acquire new business opportunities. ii) Installation of 15 KW solar power system at roof top to ii) Innovative products for entering into global market. operate air condition and lighting; iii) Exclusive design and development of cost competitive global iii) Implementation of Adiabatic Cooling System for reducing aftermarket products to improve profitability. energy in Air Conditioning system; iv) Acquiring competency in new areas like Hydraulic Brake iv) Introduction of gas operated fryer instead of electrical fryer Boosters. at canteen to reduce power consumption; v) Replacement of contactors with absolute Programmable Logic 3. Future plan of action: Controller(PLC) and frequency drive in grinding machines i) Launch of Actuators for emerging market. to reduce energy consumption; ii) Expanding market for Automatic Slack Adjusters. vi) Usage of waste compressed air released from test rig for iii) Launch of Air Processing and Distribution Assembly (APDA) component cleaning purpose to reduce energy consumption; for Indian market. vii) Introduction of air blowers instead of compressed air in iv) Development of compressor with clutch for energy saving. washing machines. v) Launch of new products like lift axle control system for viii) Introduction of regulator for air guns to reduce pressure. domestic customers. This will result in a saving of about 6.70 L Units & Rs. 39 Lakhs vi) New concept developments for innovative next generation per annum. products like hybrid lift axle control system and actuators. 15


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    WABCO INDIA LIMITED 4. Expenditure on R & D: Rs. in Lakhs 2. Continued expansion of simulation capabilities to reduce Capital expenditure 309.73 product development lead time and quality of design. Recurring expenditure (including salaries) 433.23 3. Improved corrosion resistance of the products helped to obtain new business opportunities with global customers. 742.96 Total expenditure as percentage of sales turnover 0.7% (c) Details relating to imported technology: (Technology imported during the last 5 years reckoned from the beginning of the Technology absorption, adaptation and innovation: financial year). (a) Efforts in brief: Nil 1. Implementation of Advanced Modeling Environment Simulations for hydraulic module. C. FOREIGN EXCHANGE EARNINGS AND OUTGO 2. Automatic Slack Adjusters root rolling to enhance endurance 1. Export Activities: life. st Exports during the year ended 31 March 2014 amounted to 3. Non linear dynamic simulation. Rs. 41,760.10 lakhs. 4. Ultra Violet resistance Poly Propylene for palm coupling. 2. Total foreign exchange used and earned: 5. Enhance surface protection of actuators. a) Foreign exchange used Rs. 18,351.17 lakhs 6. Rubber parts for wider temperature applications. b) Foreign exchange earned Rs. 47,231.13 lakhs (b) Benefits derived as a result of the above efforts: For and on behalf of the board 1. Development of products with best in class performance and Chennai M LAKSHMINARAYAN reliability to retain market leadership. 20th May 2014 Chairman 16


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    WABCO INDIA LIMITED Management discussion and analysis report I. Industry Structure and Development: i. Gross Domestic Product (GDP) Growth: India's GDP growth for 2013-14 at 4.74% was marginally higher than the GDP of 2012-13. Table -1 shows India's real GDP growth rates (at factor cost) for various sectors broadly from 2009-10 to 2013-14. Table -1 India's real GDP growth rates (at factor cost) for various sectors. Sector 2009-10 2010-11 2011-12 2012-13 2013-14 (Forecast) Agriculture 0.81 8.60 5.02 1.42 4.71 Industry 9.16 7.55 7.81 0.96 0.35 Services 10.50 9.67 6.57 6.96 6.78 GDP (constant prices) 8.59 8.91 6.69 4.47 4.74 Source: India Macro Economic Summary, Planning Commission, Government of India. The key drivers of GDP growth in India - consumption and investment are still displaying weak growth. Lending rates on Equated Monthly Installment (EMI) based products (like auto, housing, white goods) continue to remain high. On the other hand, regulatory hurdles, poor demand conditions and high cost of finance are the main reasons behind poor investments. ii. Industrial Growth: driver salaries, toll charges and overall repair and On a cumulative basis in Apr'13-Mar'14, IIP posted a maintenance of vehicles. The increase in some of these negative growth of 0.1% as compared to a growth of 1.1% costs is generally not a pass through for fleet operators, in the corresponding period of previous year. which along reduced trips per month has put pressure on viability of fleet operators. As a result, capacity deferment iii. Indian Commercial Vehicle Industry: and implementation of cost rationalization measures have With the domestic Commercial Vehicle (CV) industry been at the forefront for even the organized fleet transporters. registering a drop of 20% in sales volume in 2013-14, the Our channel check with dealers and organized fleet cyclical downward phase continues amidst slowing economy, operators suggest that most the CV purchases are for sluggish industrial activity and overcapacity in the trucking replacing older fleets. In comparison to the road system. In contrast to the previous fiscal, the demand transportation sector, the trend in freight carried by Railways slowdown has been broad based, covering even the Small has also faced some slowdown but given the fact it caters Commercial Vehicle (SCV) segment, which has otherwise to some of the essential bulk commodity segments such been the key growth driver for the industry. In 2013-14, as iron ore, coal, fertilizers etc., the slowdown has not been sales of Light Commercial Vehicles (LCV) declined by 17% steep. For instance, in April-August 2013, total freight on a YoY basis following five years of strong growth. The carried by Railways grew by ~5% on a YoY basis. Table Medium and Heavy Commercial Vehicle (M & HCV) also 2 shows the declines in production and sales of M & HCV continues to bore the brunt of slowing industrial activity, from 2012-13 to 2013-14. weak investment sentiment and the impact of significant Table -2 M & HCV Production and Sales numbers. fleet capacity addition over the past three years. Within the M & HCV segment, the demand for the higher tonnage Figures in units category of trucks such as tippers, tractor trailers and Multi- Category 2012-13 2013-14 Growth Axle Vehicles (MAVs) continue to be the most impacted during the current fiscal, indicative of the subdued macro- M & HCV production 280,677 221,626 (21%) economic environment. M & HCV Sales 288,213 224,440 (22%) From fleet operator's perspective, the current operating Source: SIAM environment has been characterized by low freight II. Business outlook and overview availability, stiff competition as a result of surplus capacity India's economic performance remains muted for the time being, in the trucking system (i.e. M & HCV sales nearly doubled restrained by a high cost of financing and a difficult business between FY09-12, bringing down the average age of M environment that reflects heavy bureaucracy and weak infrastructure, & HCVs population to a 10 year low) and steadily rising particularly in terms of transport, energy and information technology. operating costs in wake of gradually rising diesel prices. Besides increase in fuel costs, the road logistics sector Growth: The economic growth outlook for the year 2014-15 is has also been facing cost pressures on account of rising to be in the range of 5.0%~6.5% as estimated by various rating 17


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    WABCO INDIA LIMITED agencies and Government bodies, on the back of a recuperating ensure better fill rate and hence lower lead time to procure export sector contributed by global recovery, and a pick-up in Aftermarket parts. These initiatives would result in improved investment that reflects authorities' efforts to clear structural service practices, availability of genuine parts and generate bottlenecks delaying large industrial projects. The mining sector, additional revenue for the Company. which has been plagued by policy issues since July 2011, is also The Company's competitors have an active presence in India forecast to expand for the first time in three years. Consumer and are trying to establish a base through new investments in spending growth will likely remain modest relative to historical production and R & D facilities. standards due to weak confidence and high inflation that is eroding households' real incomes. IV. Risks and concerns Inflation & Monetary Context: For more than a year now, inflation The cyclical nature of the Indian commercial vehicle industry continues to remain untamed. Meanwhile, leakages in the food (Company's major customer segment) might affect the demand. and petroleum sectors the two key drivers of inflation persist. And In 2014-15, operating expenses are likely to rise with the expected critical road and rail infrastructure projects are progressing only increase in prices of key raw materials. slowly, preventing Indian businesses from exploiting the shortest The trend in prices of key raw materials is as follows:- possible routes to efficiently transport food, raw materials and petroleum products. The Reserve Bank of India (RBI) aims to • Steel prices have been rising in the year 2013-14 especially guide consumer price inflation to below 8% by January 2015 - in the second half and have increased by 3.5% compared and gradually to 4% over a three year horizon as part of its to 2012-13. This is primarily due to the fact that the process to move toward an inflation-targeting monetary policy weakening of the Indian Rupee has led to the prime framework. As a favourable monsoon last year is limiting food cost producers to reap benefits of exports thereby reducing the gains, consumer price inflation has dropped in the past few availability of material for domestic consumption leading months. The RBI noted that conditional on enduring disinflation; to higher domestic prices. Fall in Indian rupee against US further monetary tightening is not anticipated in the near term. Dollar by 19.7% in 2013-14 has impacted on the key raw materials imports - Iron ore and coal. III. Opportunities & Threats • Domestic aluminum prices increased by 11% in 2013-14 The Company provides safety and vehicle control solutions to compared to 2012-13. The impact of drop in London Metal the commercial vehicle segment of the automotive industry. Exchange (LME) index did not have any effect on aluminum price due to weaker Indian rupee against dollar. The steep The Jawaharlal Nehru National Urban Renewal Mission (JNNURM) rise in price of furnace oil during 2013-14 by over 30% tender towards purchase of 10,000 busses is being floated State compared to 2012-13 has impacted the aluminum price. Transport Unit (STU) wise. This is likely to boost the CV sector Average aluminum prices are expected to be 15 - 18% as production of these buses materializes. Local market growth higher in 2014-15, as compared to 2013-14 levels primarily opportunities through increase in content per vehicle in the form due to depreciating rupee. of introducing new systems / technologies like Automated Manual • Average rubber prices are expected to be 10-12% higher Transmission (AMT), Automatic Slack Adjusters, Adjusting valve, in 2014-15, as compared to 2013-14 levels due to continuous higher capacity compressors etc., and post regulation volumes increase in synthetic rubber prices driven by adverse forex of ABS will result in increased business opportunities. impact. In the Aftermarket side, further potential in retro fitment of Auto- The sensitivity of transporters' profitability to the increase in Manual Transmission (AMT) is being explored. The Lift Axel vehicle cost would determine the extent of the incremental cost Control Valve volumes for Aftermarket are likely to mature by actually passed on to the end customer. Commercial Vehicles end of this year. In addition, the aftermarket is also planning manufacturers no longer want to compensate their suppliers for to introduce new products like Trailer Anti-lock Braking System any increases rather they are expecting aggressive cost reduction (ABS) and Electronic Braking System (EBS), front pressure form their Tier- I suppliers. limiting valve and Electronically Controlled Air Suspension (ECAS) Since, major growth is expected from Exports as well as from to market for increasing the sales. new systems; new product launch at the right time will be the So far, the Company has commissioned 175 authorized service focus area. Suitable measures have been factored in the centers at strategic locations across the country, to provide company's operating plan. The OEM customers across the world quicker and better service on air brake aggregates. Further, to would continue their pressure on price reduction from their improve availability of quality service in rural areas, the company suppliers. The Company plans to mitigate this risk through cost also plans to initiate 75 authorised service centers into the reduction initiatives such as value engineering, and global network. A new warehouse has been established in Pune to sourcing. 18


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    WABCO INDIA LIMITED V. Internal control system and their adequacy The standardization of the quality procedures is aligned The Company has a proper and adequate system of internal with QS 9000 / TS 16949 requirements. The Company is controls to ensure that all assets are safeguarded and protected certified for TS 16949. against loss from unauthorized use or disposition thereof. TQM is a way of life at the Company. 100% participation All transactions are authorized, recorded and reported correctly. in employee involvement has been successful for the past The internal controls are checked by internal auditors. The 14 consecutive years. observations made by them, management action and time frame Employees have completed more than 180 projects by are reviewed by the audit committee of the Board of Directors. applying statistical tools through QC Circles in 2013-14. Concerns if any are reported to the Board. The average number of suggestions implemented per employee is 48 in 2013-14 which is close to international VI. Operations review benchmark. A. Manufacturing In 2012-13, as part of expansion and to set up a plant C. Cost management near the major customers, the company completed the The Company continues its rigorous focus on its costs construction of its plant near Lucknow in the State of Uttar through an effective cost deployment system. Value Pradesh. The Company commenced commercial production engineering and global sourcing projects are being pursued during September 2013. for cost reduction and also to insulate from cost escalation. Cost reduction workshops are conducted periodically to The Company's manufacturing facilities follow the best identify cost reduction opportunities on various product practices such as Total Quality Management (TQM), Total groups. Some of the strategies for cost reduction include Productive Maintenance (TPM) and Lean Manufacturing material change, process change, source change etc. and has best-in-class practices for safety, work environment, Commodity sourcing from prime producers and price water and energy conservation. These initiatives are negotiation with customers help in managing the cost deployed companywide to achieve significant improvement effectively and efficiently. in productivity and reduction in manufacturing cost. Continuous improvement actions are implemented to Other significant cost reduction projects include; improve manufacturing quality and productivity in all the • Usage of new generation cutting tools, thereby manufacturing locations. improving the productivity levels. During the year under review, the company obtained awards • Utilizing third party power to reduce energy cost. and appreciation from customers, which include "Excellence in Innovation and Technology" award from TATA Motors • Low cost automation to improve the productivity. Limited, "Outstanding contribution to New Product Development" award from Volvo Eicher Commercial Vehicles D. Information Technology Limited, "Best in Class performance in Environment Friendly The Company uses ERP system that integrates all business initiatives" award from Ashok Leyland Limited. Other awards processes across the Company as well as customers and include "Silver trophy for star performer in exports for the suppliers. During the year, the Company has focused on year 2011-12" from EEPC INDIA, "Strong Commitment to further leveraging the ERP system. Special emphasis on HR Excellence" award at the 4th CII National HR Excellence automation of repetitive activities through the usage of IT Award celebrations, "CII EHS Excellence award" for best was done across several functions. Projects focused towards EHS practices from CII southern region, "Frost & Sullivan paperless office such as e-Purchase order system, on-line Gold Award" for manufacturing excellence for Mahindra field claims processing system, on-line attendance World City plant. monitoring system, on-line leave management system, IT based medical centre administration etc. have been B. Quality implemented and are being utilized in improving the office The quality system at the plants aim at achieving total administration productivity. customer satisfaction through its focus on improving product quality to world standards. This is achieved through total VII. Human Resource Development employee involvement and continuous improvement culture. The Company focuses on attracting the best talent and enjoys Rigorous usage of poka-yokes, utilization of statistical tools a good brand image across leading educational institutions and for process optimization and control also contribute towards talent pool. The current average hiring speed of the lateral talent improving the product quality. is within 80 days. The Company blends successfully mid career 19


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    WABCO INDIA LIMITED recruitment with internally grown talent through a robust globally The Company also won the outstanding award for "CII managed talent management process. Rewards and recognition Environmental Best Practices Award" organized by CII. system is in place to retain and provide fast track growth for The Company is committed to energy conservation. During the high potential employees. Talent Retreat workshops are undertaken year the following implemented projects gained momentum; every year by the Leadership to identify such high potential employees and facilitate career moves within India and Global • 15 KW solar plant installed at roof top for lighting purpose. sites. Our Voluntary attrition rate is at 7.28%, while similar • Compressed testing oil recycled and reused for same Industry attrition rates are at an average of 11% purpose. Potential talents are sponsored to overseas and inland universities • About 220 saplings planted across all the plant locations. for developing their capabilities to handle new technologies and management practices. Customized management development IX. Community development and social responsibility programs have been developed in partnership with reputed As a corporate citizen, the Company believes in its social educational institutions to hone the leadership skills of the senior responsibility and community development activities. This year executives. Next Gen Leadership programs were conducted to the team planned to contribute to the society through internal identify and nurture critical mass of young, talented individuals engagement of employees, resources and driving activities which with the potential to occupy key positions in the company. Let's would help the needy. Employees at WABCO India made donations Get Acquainted is another unique initiative - a platform to and contributed financially to bring cheer to destitute at "Siragu"- develop a cohesive work environment between supervisor and a Montessori School providing free education for homeless and subordinate which enables them to complement each other and under-privileged children, based in Chennai, India. enhance their individual capabilities. Company partnered with M/s. Chhota Baramari Panchayat Forest The year 2014 saw the launch of a change management program, Saramik Sahyog Samiti Ltd, a Non-Governmental Organization, WIN 2.0 with a primary vision of elevating the organization to in constructing a Multipurpose Community Hall for the use of the next level of world class performance to deliver consistent downtrodden tribal community living in and around villages of high performance in any environment through inspired employees Saraikella Prakhand in Jharkhand state. This is to facilitate and and robust products and processes. This change management support in effective development of the socio economic weaker program is necessitated by the changing requirements of global section of the society, tribal community, forest workers, living customers. mostly in hutments and most of them are illiterates. This The company participated in the CII HR Excellence Award and community requires assistance from the outside public and social bagged the prize for "Strong commitment to HR Excellence". welfare organizations even to meet its essential needs. These villages lack various infrastructure and amenities for which our As of 31st March 2014, the Company had 1,112 employees on organization intend to cater to the basic needs of the local its rolls. community. Also Company organized a free medical camp in association with Red Cross Society, Govt. Middle School Uparbera VIII. Environment & Safety Gamharia. 13 members specialist medical team included General Safety management is integrated with the overall Safety Health Physicians, Chromo Therapy, Dermatologists, Master Trainer and Environment (SHE) management system. Further, the Health and Medicine and Paramedical staff and nurses. Various Company successfully observed "Safety Months" programs and age group of people with ailment ranging from diabetes, heart conducted various safety awareness events for the employees. ailments, gynecological disorders, skin diseases, ENT, Chennai plant has been awarded with EHS Excellence award ophthalmologic and dental problems were benefited from the from CII Southern India for implementing the best EHS practices. medical camp. 20


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    WABCO INDIA LIMITED X. Financial statement Year ended 31st March 2014 Year ended 31st March 2013 Particulars Rs. in lakhs % Rs. in lakhs % Sales (net) 1,04,582.49 91.9 91,735.78 93.7 Other Operating income 6,487.60 5.7 4,856.60 5.0 Other income 2,721.18 2.4 1,263.50 1.3 Total income 1,13,791.27 100.0 97,855.88 100.0 Raw materials consumed 63,287.63 55.6 51,080.88 52.2 Changes in inventories of Finished goods and WIP 99.35 0.1 638.07 0.7 Staff cost 12,525.48 11.0 10,701.04 10.9 Stores & tools consumed 4,668.43 4.1 2,943.92 3.0 Power & fuel 1,966.17 1.7 1,756.13 1.8 Repairs & maintenance 1,107.45 1.0 1,016.72 1.0 Other expenses 10,800.51 9.5 9,050.75 9.2 Finance costs 14.46 0.0 1.76 0.0 Depreciation 3,215.09 2.8 2,171.78 2.2 Total expenditure 97,684.57 85.8 79,361.05 81.0 Profit before tax 16,106.70 14.2 18,494.83 19.0 Provision for taxation 4,358.92 3.8 5,416.00 5.5 Profit after tax 11,747.78 10.4 13,078.83 13.5 XI. Cautionary statement Statements in the management discussion and analysis report describing the Company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities 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, among others, economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors. 21


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    WABCO INDIA LIMITED Report on corporate Governance 1. Company's philosophy on code of governance requirements of composition of the board as per the Listing The Company believes in transparency, professionalism and Agreement. accountability, which are the basic principles of Corporate Governance. The Company would constantly endeavour to improve 2.2 Board Meetings: on these aspects. The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings 2. Board of directors of the committees / board in order to assist the Directors 2.1 Composition and category of directors: for planning their schedules to participate in the meetings. As of 31st March 2014, the total strength of the Board During the year 2013-14, the Board met 4 times on of Directors (the board) was eight directors. All the directors 15th May 2013, 23rd July 2013, 25th October 2013 and except the Whole-time Director are Non-Executive Directors. 28th January 2014 and the gap between two meetings did not exceed four months. Out of the seven Non-Executive Directors, three Directors viz., Messrs. M Lakshminarayan (Chairman), D E Udwadia and Narayan K Seshadri are independent directors. 2.3 Attendance and other directorships: Chairman is a Director and not related to any promoter The details of attendance of the Directors at the board of the Company as defined under Clause 49 of the Listing meetings, during the year, and at the last Annual General Agreement. Meeting held on 24th July 2013 and also the number of The number of Independent Directors is one third of its other directorships and committee memberships / total strength. Thus, the Company meets with the chairmanships as on 31st March 2014 is as follows: Attendance Number of directorships and particulars committee member / chairmanships Name of the director Category Messrs Board Last Other Committee Committee meeting AGM directorships* memberships** chairmanships M Lakshminarayan C-I 3 Yes 9 3 1 P Kaniappan WTD-NI 4 Yes 1 – – Narayan K Seshadri NE-I 4 Yes 14 6 1 D E Udwadia NE-I 3 Yes 17 7 1 Leon Liu $ NE-NI – No 12 – – Trevor Lucas $ NE-NI 4 Yes – – – Vincent Pickering $ NE-NI 2 Yes 24 – – Michael Edward Thompson $ NE-NI 2 Yes 1 – – * includes private companies. ** includes committees where the director is also chairman. $ includes directorship in foreign companies. C-I : Chairman Independent WTD-NI : Whole-time Director - Non-Independent Director NE-I : Non-Executive - Independent Director NE-NI : Non-Executive - Non-Independent Director None of the Directors is a member in more than 10 board level committees or chairman of more than 5 such committees, as required under Clause 49 of the listing agreement. 22


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    WABCO INDIA LIMITED 2.4 Access to information and Updation to directors: 3.1 Brief description of terms of reference: The board reviews all information provided periodically for The Audit Committee of the Company is entrusted with discussion and consideration at its meetings in terms of the following responsibilities to supervise the Company's Clause 49 of the Listing Agreement. internal control and financial reporting process: Functional heads are present whenever necessary and 1. To recommend for appointment, remuneration and apprise all the directors about the developments. They also terms of appointment of auditors of the company; make presentations to the board and audit committee of directors. 2. To approve payment to statutory auditors for any other services rendered by the statutory auditors; Apart from this, the observations of audit carried out by the internal auditors and the compliance report on payment 3. To review and monitor the auditor's independence and of statutory liabilities submitted by a firm of Chartered performance, and effectiveness of audit process; Accountants are placed at the audit committee of the 4. To examine the financial statement and the auditors' directors. report thereon; The board also reviews the declarations made by the Whole-time Director, Vice President- Legal and General 5. To approve of transactions of the Company with Manager - Finance and Company Secretary of the Company related parties or any subsequent modifications; regarding compliance of all applicable laws on quarterly 6. To scrutinise inter-corporate loans and investments; basis. 7. To undertake valuation of undertakings or assets of 2.5 Code of Business Conduct and Ethics for board and senior the Company, wherever it is necessary; management personnel: 8. To evaluate internal financial controls and risk The Company has in place the Code of Business Conduct management systems; and Ethics for Board and Senior Management personnel (the Code) approved by the board. The Code has been 9. To monitor the end use of funds raised through public communicated to Directors and the members of the senior offers and related matters. management. The Code has also been displayed on the 10. To call for the comments of the auditors about internal Company's website www.wabcoindia.com. control systems, the scope of audit, including the All the board members and senior management personnel observations of the auditors and review of financial have affirmed compliance with the Code for the year ended statement before their submission to the Board and 31st March 2014. The annual report contains a declaration may discuss any related issues with the internal and to this effect signed by the Whole-time Director and General statutory auditors and the management of the company. Manager - Finance and Company Secretary of the Company To investigate any activity within its terms of reference as compliance officer for the Code. of the Companies Act, 2013 or referred to it by the Board and for its purpose, shall have full access to 2.6 Appointment of directors: information contained in the records of the Company In terms of Clause 49(IV)(G) of the Listing Agreement with and external professional, legal or other advice, the Stock Exchanges, a brief resume of directors, proposed if necessary; to be appointed / re-appointed, nature of their expertise 11. To seek information from any employee; in specific functional areas, their other directorships and committee memberships, their shareholdings and their 12. To obtain outside legal or other professional advice; relationships with other directors are provided in the notice and convening the ensuing annual general meeting of the 13. To secure attendance of outsiders with relevant Company. expertise, if it considers necessary; 3. Audit Committee 14. To oversee the company's financial reporting process and the disclosure of its financial information to ensure The primary objective of the Audit Committee is to monitor and that the financial statement is correct, sufficient and provide effective supervision of the management's financial credible; reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of 15. To review, with the management, the annual financial financial reporting. statements and auditor's report thereon before 23


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    WABCO INDIA LIMITED submission to the board for approval, with particular well as post-audit discussion to ascertain any area reference to: of concern; a. matters required to be included in the Director's 23. To look into the reasons for substantial defaults in Responsibility Statement to be included in the the payment to the shareholders (in case of Board's report in terms of Clause (c) of non-payment of declared dividends) and creditors; sub-section 3 of Section 134 of the Companies 24. To review the functioning of the Whistle Blower Act, 2013; mechanism; b. changes, if any, in accounting policies and practices 25. To approve appointment of CFO (i.e., the Whole-time and reasons for the same; Finance Director or any other person heading the c. major accounting entries involving estimates based finance function or discharging that function) after on the exercise of judgment by management; assessing the qualifications, experience and d. significant adjustments made in the financial background, etc. of the candidate; statements arising out of audit findings; Carrying out any other function as is mentioned in the e. compliance with listing and other legal terms of reference of the Audit Committee time to time. requirements relating to financial statements; The auditors of a Company and the key managerial f. disclosure of any related party transactions; and personnel shall have a right to be heard in the meetings g. qualifications in the draft audit report. of the Audit Committee when it considers the auditor's 16. To review, with the management, the quarterly financial report but shall not have the right to vote. statements before submission to the board for approval; 3.2 Composition, name of members and the chairman of the 17. To review, with the management, the statement of Audit Committee: uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the As of date, the Audit Committee consists of the following statement of funds utilized for purposes other than directors: those stated in the offer document / prospectus / Name of the directors - Status notice and the report submitted by the monitoring Messrs agency monitoring the utilisation of proceeds of a Non-executive, public or rights issue, and making appropriate Narayan K Seshadri Independent director recommendations to the Board to take up steps in Non-executive, this matter; D E Udwadia Independent director 18. To review, with the management, performance of Non-executive, internal auditors, adequacy of the internal control Trevor Lucas Non-Independent director systems; Non-executive, M Lakshminarayan@ 19. To review the adequacy of internal audit function, if Independent director any, including the structure of the internal audit @ appointed as a member of audit committee only for department, staffing and seniority of the official heading the meeting held on 28th January 2014. the department, reporting structure coverage and frequency of internal audit; Mr Narayan K Seshadri, Independent Director, is the 20. To discuss with internal auditors any significant findings Chairman of the Audit Committee. Mr N Sivalai Senthilnathan, General Manager - Finance and Compay and follow up there on; Secretary of the Company acts as the Secretary of the 21. To review the findings of any internal investigations Audit Committee. by the internal auditors into matters where there is Chairman of the Audit Committee was present at the suspected fraud or irregularity or a failure of internal annual general meeting held on 24th July 2013. The control systems of a material nature and reporting the composition of the committee is in accordance with the matter to the board; requirements of Clause 49 of the Listing Agreement and 22. To discuss with statutory auditors before the audit Section 292A of the Companies Act, 1956 and Section commences, about the nature and scope of audit as 177 of the Companies Act, 2013. 24


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    WABCO INDIA LIMITED 3.3 The particulars of meetings and attendance by the members authorities on any matter related to the capital markets of the committee during the year under review are given during the last three years. in the table below: 4.5 Disclosure by senior management personnel: Date of the Members present The senior management personnel have made disclosure meeting Messrs to the board relating to all material, financial and other Narayan K Seshadri, D E Udwadia transactions stating that they did not have personal interest 15th May 2013 and Trevor Lucas that could result in a conflict with the interest of the Narayan K Seshadri, D E Udwadia Company at large. 23rd July 2013 and Trevor Lucas 4.6 CEO and CFO Certification: Narayan K Seshadri, D E Udwadia The Whole-time Director (CEO) and Chief Financial Officer 25th October 2013 and Trevor Lucas (CFO) of the Company have certified to the board on Narayan K Seshadri, Trevor Lucas financial and other matters in accordance with Clause 28th January 2014 and M Lakshminarayan 49(V) of the Listing Agreement pertaining to CEO / CFO certification for the financial year ended 31st March 2014. 4. Disclosures 4.7 Compliance with mandatory / non-mandatory requirements: 4.1 Materially significant related party transactions: The Company has complied with all applicable mandatory During the year, the Company has not entered into any requirements in terms of Clause 49 of the Listing Agreement. transaction of material nature with the directors, their The non-mandatory requirements have been adopted to relatives or management which is in conflict with the the extent and in the manner as stated under the appropriate interests of the Company. headings detailed elsewhere in this report. The transactions with the related parties, namely its promoters, 4.8 Management discussion and Analysis Report: its subsidiary and associate companies etc., are of routine The Management Discussion and Analysis Report has nature and have been reported elsewhere in the annual been attached to the Directors' Report. report as per Accounting Standard 18 (AS 18) issued by The Institute of Chartered Accountants of India. 5. Nomination and Remuneration Committee The Audit Committee is briefed, inter alia, on the following The Board constituted a Nomination and Remuneration Committee aspects: in terms of Section 177 of the Companies Act, 2013. (i) the related party transactions undertaken by the Composition, name of members and the chairman of the Company in the ordinary course of business (summary); Committee, as of date, the Committee consists of the following (ii) material individual transactions, if any, which were not directors: in the normal course of business; and Name of the directors - (iii) material individual transactions, if any, with related Status Messrs parties or others, which were not at arm's length basis. Non-executive, Narayan K Seshadri 4.2 Disclosure of accounting treatment: Independent director The Company follows the Accounting Standards issued by Non-executive, the Institute of Chartered Accountants of India and M Lakshminarayan Independent director Companies (Accounting Standards) Rules, 2006. Non-executive, D E Udwadia 4.3 Risk Management: Independent director The Company has laid down procedures to inform Board Non-executive, members about the risk assessment and minimization Leon Liu Non-Independent director procedures. These procedures are periodically reviewed to ensure that executive management controls risk through Non-executive, Vincent Pickering means of a properly defined framework. Non-Independent director Mr Narayan K Seshadri, Independent Director, is the Chairman 4.4 Instances of non-compliances, if any: of the Nomination and Remuneration Committee. Mr N Sivalai There were no instances of non-compliances by the Senthilnathan, General Manager - Finance and Compay Secretary Company, penalties and strictures imposed on the Company of the Company acts as the Secretary of the Nomination and by the Stock Exchanges or SEBI or any other statutory Remuneration Committee. 25


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    WABCO INDIA LIMITED 5.1 Remuneration to directors: Argus Partners. The Board does not consider the firms' Mr P Kaniappan, director of the Company, was appointed as association with the Company to be of any material nature a Whole-time Director of the Company for a period of five so as to affect the independence of judgement of years effective 17th June 2009 on a remuneration consisting Mr D E Udwadia as a Director of the Company. salary and other perquisites in terms of the agreement entered 5.3 Details of shareholdings of non-executive directors in the into between him and the Company on 17th June 2009. Company as on 31st March 2014: A supplemental agreement was entered with Mr P Kaniappan Mr M Lakshminarayan holds 50 shares and all other on 28th July 2010 to give effect to the increase in remuneration directors do not hold any share in the Company. There effective 1st April 2010 and approved by the shareholders at are no other material pecuniary relationships or transactions their meeting held on 26th August 2010. of the non-executive directors' vis-à-vis of the Company. A second supplemental agreement was entered with None of the directors is related to each other. Mr P Kaniappan on 23rd May 2012 to give effect to the 5.4 Particulars of remuneration paid to the Whole-time Director increase in remuneration effective 1st July 2012 and approved during the financial year 2013-14: by the shareholders at their meeting held on 25th July 2012. (Rs. in lakhs) The remuneration payable to the Whole-time Director is Name of the Contribution Perquisites fixed by the board within the limits approved by the director Salary to PF and & Total shareholders in terms of the relevant provisions of the Messrs other funds Allowances Companies Act, 1956. P Kaniappan 70.28 6.65 27.10 104.03 The present term of office of the Mr P Kaniappan, as approved by the shareholders, comes to an end on 16th June, 2014. 5.5 Presently, the Company does not have a scheme for grant The members of the Nomination and Remuneration Committee of any stock option either to the executive directors or recommended to the Board to re-appoint him with a employees. re-designation as Managing Director of the Company for a period of five years from 17th June 2014. The Board of 6. Stakeholders Relationship Committee: directors of the Company at its meeting held on 20th May, (formerly known as Investors' Grievance Committee) 2014 appointed him as Managing director of the Company 6.1 The Stakeholders Relationship Committee (formerly known for the period of 5 years from 17th June 2014 subject to the as Investors' Grievance Committee) approval of the shareholders. Composition, name of members and the chairman of the As approved by the shareholders by passing special resolution Stakeholders Relationship Committee: by postal ballot on 21st December 2010, non executive As of date, the Stakeholders Relationship Committee independent directors are being paid commission not exceeding consists of the following directors: 1 % of the net profits of the Company subject to a limit of Rs 7.50 lakhs per annum per director fixed by the board of Name of the directors - Status directors, for every financial year for a period of five years Messrs from 1st April 2011 to 31st March 2016. Non-executive, D E Udwadia $ Independent director 5.2 Particulars of sitting fees paid to non executive directors and commission payable to non-executive independent @ Non-executive, Narayan K Seshadri directors during the financial year 2013-14. Independent director Non-executive, Name of the Sitting fee Commission Total Trevor Lucas Non-Independent director directors Messrs (Rs.) (Rs.) (Rs.) Executive, M Lakshminarayan 60,000 7,50,000 8,10,000 P Kaniappan Non-Independent director D E Udwadia 90,000 7,50,000 8,40,000 $ appointed on 20th May 2014 as a chairman of the Narayan K Seshadri 1,80,000 7,50,000 9,30,000 Stakeholders Relationship Committee. Total 3,30,000 22,50,000 25,80,000 @ Relinquished as a member and chairman of the Other non-executive directors, Messrs Leon Liu, Trevor Stakeholders Relationship Committee on 20th May 2014. Lucas, Vincent Pickering and Michael Edward Thompson have waived the sitting fees payable to them. The Committee met four times during the year on 15th May 2013, 23rd July 2013, 25th October 2013 and During the year, the Company paid Rs. 1.74 lakhs to 28th January 2014. M/s. Udwadia Udeshi & Argus Partners, Solicitors & Advocates, Mumbai, as fees for professional services that 6.2 As required by Securities and Exchange Board of India were provided by the said firm to the Company on specific (SEBI), Mr N Sivalai Senthilnathan General Manager - legal matters entrusted to them from time to time. Finance and Company Secretary of the Company has Mr D E Udwadia is a partner of M/s. Udwadia Udeshi & been appointed as Compliance Officer. For any clarification 26


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    WABCO INDIA LIMITED / complaint, the shareholders may contact Mr N Sivalai Mr M Lakshminarayan, Independent Director, is the Senthilnathan, General Manager- Finance and Company Chairman of the CSR Committee. Mr N Sivalai Secretary of the Company at sivalaisenthilnathan.n@wabco- Senthilnathan, General Manager - Finance and Compay auto.com. Secretary of the Company acts as the Secretary of the 6.3 The committee oversees and reviews all matters connected CSR Committee. with share transfers, issue of duplicate share certificates 8. General body meeting: and other issues pertaining to shares. The committee also 8.1 Location and time where the Annual General Meetings looks into the redressal of investors' grievances pertaining were held during the last three years. to transfer of shares, non-receipt of balance sheet, Year Location Date Time non-receipt of declared dividends, etc. The Company, as a matter of policy, disposes investor complaints within a 2010-11 The Music Academy, 27.07.2011 10.00 A.M. span of seven days. New No. 168, (Old No. 306), T.T.K. Road, 6.4 Complaints received and redressed during the year Chennai 600 014 2013-14: 2011-12 The Music Academy, 25.07.2012 10.00 A.M. No. of New No. 168, (Old No. 306), S.No. Nature of complaint T.T.K. Road, complaints Chennai 600 014 1 Demat request 1 2 Non receipt of dividend warrants 2 2012-13 The Music Academy, 24.07.2013 10.00 A.M. New No. 168, (Old No. 306), Total 3 T.T.K. Road, 6.5. All the complaints were resolved and, as on 31st March Chennai 600 014 2014, no complaint was pending. All requests for 8.2 Special resolutions passed in the previous three annual dematerialization of shares were carried out within the general meetings: stipulated time period. (a) Approval of shareholders by way of Special Resolution 6.6 Secretarial Audit was obtained pursuant to Section 309 of the A qualified practising company secretary carried out Companies Act, 1956 for payment of commission to secretarial audit on a quarterly basis to reconcile the total Non-Executive Independent Directors effective 1st April admitted capital with National Securities Depository Limited 2011 by way of Postal Ballot process. The result was (NSDL) and Central Depository Services (India) Limited announced on 21st December 2010. (CDSL) and the total issued and listed capital and placed (b) At the annual general meeting of the Shareholders the report for perusal of the Board. The secretarial audit of the Company held on 27th July 2011, consent / report confirms that the total issued and listed capital is approval of the shareholders was obtained for change in agreement with the total number of shares in physical of name of the Company pursuant to Section 21 of form and the total number of shares in dematerialized form held with NSDL and CDSL. the Companies Act, 1956. Approval of Central Government was obtained on 2nd August 2011 and 7. Corporate Social Responsibility Committee (CSR Committee) fresh certificate of incorporation was issued by the The Board constituted a Corporate Social Responsibility Registrar of Companies Chennai on 2nd August 2011 Committee in terms of Section 135 of the Companies Act, 2013. consequent upon change of name of the Company. Composition, name of members and the chairman of the (c) Approval of shareholders by way of Special Resolution Committee, as of date, the Committee consists of the following was obtained pursuant to Section 163 of the directors: Companies Act, 1956 ("the Act") for keeping the Name of the directors - register of members, the index of members, the register Status and index of debenture holders if any and copies of Messrs all returns prepared under Section 159 of the Act Non-executive, M Lakshminarayan together with copies of certificates and documents Independent director required to be annexed thereto under Section 161 of Non-executive, the Act, at the new office of the Share Transfer Agent Leon Liu Non-Independent director viz., Sundaram-Clayton Limited at "Jayalakshmi Executive, Estates", No. 29 Haddows Road, Chennai 600 006. P Kaniappan The result was announced on 16th April 2013. Non-Independent director 8.3 None of the subjects placed before the shareholders in Non-executive, Trevor Lucas the last / ensuing Annual General Meeting required / Non-Independent director requires approval by a postal ballot. 27


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    WABCO INDIA LIMITED 9. Means of communication (Note: Annual listing fees for the year 2014-15 have been 9.1 Quarterly results: duly paid to the above stock exchanges). The unaudited quarterly financial results of the Company were published in the English and vernacular newspapers. 10.6 Market Price Data: (Amount in Rupees) These are not sent individually to the shareholders. National Stock Exchange Bombay Stock Exchange 9.2 Newspapers wherein results normally published: Share Price Share Price The results are normally being published in any one of Month the English newspapers, namely "Times of India", High Low High Low "The Hindu", "Business Line", or "Financial Express" and April-13 1,447.00 1,250.00 1,430.00 1,250.15 the Tamil version in a Tamil daily viz., "Dinamani". May-13 1,724.00 1,336.00 1,848.00 1,332.15 9.3 Website: The Company has in place a web site addressed as June-13 1,778.00 1,591.05 1,774.00 1,598.00 www.wabcoindia.com. The unaudited results, quarterly July-13 1,810.00 1,607.15 1,814.60 1,605.05 compliance report on corporate governance and the quarterly distribution schedules as filed with the Stock August-13 1,769.85 1,504.00 1,758.60 1,509.50 Exchanges are published in Company website. September-13 1,744.00 1,555.50 1,730.00 1,560.00 The Company makes use of its website for publishing official news releases and presentations, if any, made to October-13 1,820.00 1,670.05 1,810.00 1,679.00 institutional investors / analysts. November-13 1,778.55 1,602.65 1,750.00 1,640.00 10. General shareholder information December-13 2,095.00 1,678.00 2,093.90 1,674.50 10.1 Annual general meeting: January-14 2,071.70 1,801.00 2,039.95 1,817.90 Date and time :22nd July 2014 at 10.45 a.m. February-14 1,899.00 1,660.00 1,944.45 1,682.00 Venue : "The Music Academy", March-14 2,050.00 1,720.05 2,039.00 1,720.00 New No. 168 (Old No. 306) T.T.K. Road, Chennai 600 014 10.7 Share Transfer Agents (STA) and share transfer system: 10.2 Financial year : 1st April to 31st March Financial calendar a. With a view to rendering prompt and efficient service 2014-15 (Tentative) : to the investors, Messrs Sundaram-Clayton Limited (SCL), which has been registered with SEBI as the Financial reporting for Share Transfer Agent (STA) in Category II, has been the quarter ending : Financial calendar appointed as the STA of the Company. 30th June 2014 : between 15th to 31st July 2014 The shareholders have also been advised about this 30 September 2014 : between 15th to 31st October 2014 th appointment of STA to handle share registry work 31st December 2014 : between 15th to 31st January 2015 pertaining to both physical and electronic segments 31st March 2015 : between 15th to 31st May 2015 of the Company. Annual General Meeting b. All matters connected with the share transfer, both (next year) : July / August 2015 physical and electronic, dividends and other matters 10.3 Date of book closure : 21st July 2014 to 22nd July 2014 are handled by the STA located at the address (both days inclusive) mentioned elsewhere in this report. 10.4 Particulars of dividend payment c. Shares lodged for transfer will be processed within The board of directors had recommended a dividend of 10 days from the date of lodgement, if the documents Rs.5.00 per share for the year 2012-13, absorbing a sum are clear in all respects. All requests for of Rs.948.38 lakhs, and approved by the shareholders in dematerialization of securities are processed and the the last annual general meeting. This dividend was paid confirmation will be given to the depositories within on 30th July 2013. 7 days. Grievances received from investors and other miscellaneous correspondence on change of address, 10.5 Listing on Stock Exchanges: mandates etc will be processed by the STA within Name of the stock exchange Stock code 7 days. Madras Stock Exchange Ltd. (MSE) – d. Pursuant to Clause 47(c) of the Listing Agreement BSE Ltd. (BSE) 533023 with Stock Exchanges, certificates, on half-yearly basis, National Stock Exchange of India Ltd. (NSE) WABCOINDIA will be issued by a Company Secretary-in-practice for ISIN allotted by depositories INE342J01019 due compliance of share transfer formalities by the (Company ID Number) Company. 28


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    WABCO INDIA LIMITED e. Pursuant to SEBI (Depositories and Participants) 10.9 Distribution of Shareholding as on 31st March 2014: Regulations, 1996, certificates from a Company Shareholding No. of % No. of % Secretary-in-practice for timely dematerialization of (Range) Shares Members the shares of the Company and for conducting a secretarial audit on a quarterly basis for reconciliation Upto 5,000 16,91,351 8.92 16,083 99.51 of the share capital of the Company will be obtained. 5,001 - 10,000 1,83,720 0.97 24 0.15 f. The Company, as required under Clause 47(f) of the 10,001 - 20,000 2,60,667 1.37 19 0.11 Listing Agreement, has designated the following 20,001 - 50,000 5,50,695 2.90 18 0.11 e-mail IDs, namely investorscomplaintssta@scl.co.in (share transfer agent) / sivalaisenthilnathan.n@wabco- 50,001 - 1,00,000 6,46,460 3.41 9 0.06 auto.com (compliance officer) for the purpose of 1,00,001 & above 1,56,34,691 82.43 9 0.06 registering complaints, if any, by the investors and Total 1,89,67,584 100.00 16,162 100.00 expeditious redressal of their grievances. g. The shareholders are, therefore, requested to correspond 10.10 Dematerialization of shares and liquidity: with the STA at the address mentioned elsewhere in Out of 47,41,900 shares held by persons other than this report for any change of names and queries promoters, 44,61,486 shares have been dematerialised as pertaining to the shareholding and dividends etc. on 31st March 2014 accounting for 94.09%. h. During the year STA has shifted the office and in this 10.11 The Company has not issued any Global Depository regard shareholders have given the approval through Receipt / American Depository Receipt / Warrant or any postal ballot process. Therefore, shareholders are convertible instrument, which is likely to have impact on requested to correspond with the STA at "Jayalakshmi the Company's equity. Estates" First Floor, No.29 Haddows Road, Chennai 10.12 Plant locations: 600 006. Factories: I. Plot No. 3 (SP), III Main Road, 10.8 Shareholding pattern as on 31st March 2014: Ambattur Industrial Estate, Particulars No. of % to Chennai 600 058. shares held total Tel : 044 4224 2000 (a) Shareholding of Promoter and Fax : 044 4224 2009 Promoter Group (1) Indian - Bodies Corporate – – II. Large Sector, Adityapur Industrial Area, (2) Foreign- Bodies Corporate 1,42,25,684 75.00 Gamharia, Seraikella-Kharsawan District, Jharkhand 832 108. Total Shareholding of Promoter and promoter Group (A) 1,42,25,684 75.00 Tel : 0657 661 6800 Fax : 0657 238 7997 (b) Public Shareholding 1. Institutions III. Plant - 1 & Plate - 2 at: (a) Mutual Funds 16,49,267 8.70 Plot No. AA8, Central Avenue, (b) Banks, Financial Institutions, Auto Ancillary SEZ, Insurance Companies 6,002 0.03 Mahindra World City, (Central, State Government Natham Sub-Post, Chengalpet, Institutions, Non-Government Kancheepuram District 603 002 Institutions) Tamil Nadu (c) Foreign Institutional Investors 4,74,728 2.50 Tel. : 044 3090 1200 Sub Total Institutions 21,29,997 11.23 IV. Plot No.11, Sector 4, SIDCUL, 2. Non - Institutions IIE Pantnagar, a) Bodies Corporate 7,33,029 3.86 Rudrapur Udham Singh Nagar, b) Individuals <1 lakh 15,88,727 8.38 Uttarakhand - 263 153 c) Individuals >1 lakh 2,59,143 1.37 Tel. : 05944 250885 d) NRI - Repartiable 14,216 0.07 e) NRI - Non - Repartiable 16,788 0.09 V. KH 159-162, 164 Village Dhakauli Sub Total Non - Institutions 26,11,903 13.77 Nawabganj, Barabanki Dewa Road, Somaiya Nagar, Barabanki Total (B) 47,41,900 25.00 Lucknow, Uttar Pradesh 225 123 Grand Total (A) +(B) 1,89,67,584 100.00 Tel. : 05248 230065 29


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    WABCO INDIA LIMITED Software Design Centre: 11.3 Shareholder rights: "Ispahani Centre", 5th & 7th Floor, The half-yearly results of the Company will be published 123/124 Nungambakkam High Road, in English and vernacular newspapers and are also Chennai 600 034. displayed on the Company's website, namely Tel : 044-2828 5000 www.wabcoindia.com. The results are not sent to the Fax : 044-2833 2212 shareholders individually. 11.4 Audit Qualifications: 10.13 Address for investors Correspondence: The statutory financial statements of the Company are (i) For transfer / dematerialisation Sundaram-Clayton Limited unqualified. of shares, payment of dividend Share transfer department 11.5 Training of board members / Mechanism for evaluating on shares and any other query “Jayalakshmi Estates” Non-Executive Directors: relating to the shares of the No. 29, Haddows Road, The present board consists of well-experienced and Company. Chennai 600 006. responsible members of society. All the directors are well aware of business model as well as the risk profile of the (ii) for any query on non-receipt Tel : 044 2828 4959 business parameters of the Company and their of annual report; and 044 2827 2233 responsibilities as directors. Hence, in the opinion of the Fax : 044 2825 7121 board, they do not require any further training. There is also no specific mechanism for evaluating the performance (iii) for investors grievance & Email : of the Non-Executive Directors of the Company. general correspondence kr.raman@scl.co.in 11.6 Whistle blower policy: sclshares@gmail.com The Company is in the process of formulating the whistle investorscomplaintssta@scl.co.in sivalaisenthilnathan.n@wabco-auto.com blower policy. However, the Company has not denied access to any personnel to approach the management on 11. Non-mandatory disclosure: any issue. The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate 12. Request to shareholders: headings detailed below: Shareholders are requested to follow the general safeguards / 11.1 The Board: procedures as detailed hereunder in order to serve them efficiently During the year, the Ministry of Corporate Affairs (MCA) and avoid risks while dealing in securities of the Company. has notified certain provisions relating to selection, manner Demat of Shares: of appointment, role, functions, duties and re-appointment of Independent Directors (IDs) and made effective from Shareholders are requested to convert their physical holding to 1st April 2014. demat / electronic form through any of the depository participants (DPs) to avoid any possibility of loss, mutilation etc. of physical Accordingly, the IDs are eligible to hold office for a term of upto five consecutive years on the board and are eligible share certificates and also to ensure safe and speedy transaction for re-appointment for the second term on passing special in securities. resolution by the Company in terms of Section 149(10) Registration of Electronic Clearing Service (ECS) Mandate: read with Section 149(5) of the Act 2013. During this ECS helps in quick remittance of dividend without possible loss/ period, they will not be liable to 'retire by rotation' as per delay in postal transit. Shareholders, who have not earlier availed Sections 150(2), 152(2) read with Schedule IV to the said this facility, are requested to register their ECS details with the Act 2013. STA or their respective DPs. It is, therefore, proposed to appoint the IDs of the Company for a consecutive term of five years at the AGM in line Transfer of shares in physical mode: with the requirement of the Companies Act, 2013. Shareholders should fill in complete and correct particulars in the Non-Executive Directors of the Company are liable to retire securities transfer form, for expeditious transfer of shares. Wherever by rotation and if eligible, offer themselves for re-appointment. applicable, registration number of power of attorney should also 11.2 Remuneration committee: be quoted in the transfer deed at the appropriate place. The Board of directors of the company has constituted Shareholders, whose signatures have undergone any change the Nomination and Remuneration committee at their over a period of time, are requested to lodge their new specimen meeting held on 20th May, 2014. The terms of reference signature duly attested by a bank manager to the STA. and function of the committee has specified in the item Shareholders are requested to note that as per SEBI circular no. no.5 of corporate governance report. MRD/DoP/Cir -05/1009 dated 20th May 2009, it is mandatory for 30


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    WABCO INDIA LIMITED transferees to furnish a copy of Permanent Account Number (PAN) to transfer of unclaimed dividends beyond seven years to Investor for registration of transfer of shares to be held in physical mode. Education and Protection Fund. In case of loss / misplacement of share certificates, Shareholders As required by SEBI, shareholders are requested to furnish should immediately lodge a FIR / Complaint with the police and details of their bank account number and name and address inform the Company / STA with original or certified copy of of the bank for incorporating the same in the warrants. This FIR / acknowledged copy of complaint for marking stop transfer would avoid wrong credits being obtained by unauthorized persons. of shares. Shareholders who have not encashed their dividend warrants Consolidation of Multiple Folios: in respect of dividends declared for the year ended 31st March, Shareholders, who have multiple folios in identical names are 2008 and for any financial year thereafter may contact the requested to apply for consolidation of such folios and send the Company and surrender their warrants for payment. relevant share certificates to the Company. Shareholders are requested to note that the dividend not claimed Registration of Nominations: for a period of seven years from the date they first became Nomination in respect of shares - Section 72 of the Companies due for payment shall be transferred to "Investors Education and Act, 2013 provides facility for making nominations by shareholders Protection Fund" (IEPF) terms of Section 125 of the Companies in respect of their holding of shares. Such nomination greatly Act, 2013. Shareholders are requested to note that as per the facilitates transmission of shares from the deceased shareholder Companies Act, 2013, unclaimed dividends once transferred to to his / her nominee without having to go through the process IEPF will not be refunded. of obtaining succession certificate / probate of the Will etc. It would therefore be in the best interests of the shareholders holding Web based applications - SEBI / NSE shares in physical form registered as a sole holder to make such In line with the circular No. CIR/OIAE/2/2011 dated 3rd June nominations. Shareholders, who have not availed nomination facility, 2011 from SEBI, the investors' complaints are now centrally are requested to avail the same by submitting the nomination in monitored through web based complaints redressal system called Form SH-13 to the Company or STA. This form will be made SCORES. The Company processes the investor complaints available on request. Shareholders holding shares in demat form through this system and updates status periodically. are advised to contact their DP's for making nominations. In line with the circular No. NSE/LIST/C/2011 dated 29th Updation of address: September 2011 from the National Stock Exchange of India Ltd, (NSE) the Company now uploads its quarterly shareholding Shareholders are requested to update their addresses registered pattern, corporate governance report, financial results, corporate with the Company, directly through the STA to receive all announcements through a web based application designed for communications promptly. corporates by NSE called as NEAPS. Shareholders, holding shares in electronic form are requested Information in respect of unclaimed dividends due for remittance to deal only with their depository participant (DP) in respect of into IEPF is given below: change of address and furnishing bank account number, etc. SMS Alerts: PARTICULARS OF UNCLAIMED DIVIDEND Shareholders are requested to note that National Securities Depository Limited (NSDL) and Central Depository Services Financial Date of Date of transfer to Date of transfer (India) Limited (CDSL) have announced the launch of SMS alert year Declaration special account to IEPF facility for demat account holders whereby shareholders will receive alerts for debits / credits (transfers) to their demat 2007-08 20.08.2008 25.09.2008 25.09.2015 accounts a day after the transaction. These alerts will be sent (2nd interim) to those account holders who have provided their mobile numbers to their Depository participants (DPs). 2008-09 08.12.2008 13.01.2009 13.01.2016 No charge will be levied by NSDL / CDSL on DPs providing (1st Interim) this facility to shareholders. This facility will be available to investors who request for the same and provide their mobile 2009-10 26.08.2010 01.10.2010 01.10.2017 numbers to the DPs. Further information is available on the website of NSDL and CDSL namely www.nsdl.co.in and 2010-11 27.07.2011 01.09.2011 01.09.2018 www.cdslindia.com, respectively. 2011-12 25.07.2012 30.08.2012 30.08.2019 Timely encashment of dividends: Shareholders are requested to encash their dividends promptly 2012-13 24.07.2013 24.08.2013 24.08.2020 to avoid hassles of revalidation / losing their right of claim owing 31


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    WABCO INDIA LIMITED Declaration pursuant to Clause 49 of the listing agreement regarding adherence to the Code of Business Conduct and Ethics To The Shareholders of WABCO INDIA LIMITED On the basis of the written representations received from Members of the Board and Senior Management Personnel in terms of the relevant provision of Clause 49 of the Listing Agreement, we hereby certify that both the members of the board and the senior management personnel of the Company have affirmed compliance with the respective provisions of the Code of Business Conduct and Ethics of the Company as st laid down by the board of directors for the year ended 31 March 2014. Chennai P KANIAPPAN N SIVALAI SENTHILNATHAN th 20 May 2014 Whole-time Director General Manager - Finance and Company Secretary Auditors’ certificate on corporate governance To The Members of WABCO INDIA LIMITED We have examined the compliance of conditions of corporate governance by WABCO INDIA Limited ('the Company'), for the year ended on March 31, 2014, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm Registration No. 101049W Per S BALASUBRAHMANYAM Chennai Partner th 20 May 2014 Membership No. 053315 32


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    WABCO INDIA LIMITED Independent Auditors’ report To Opinion The Members of WABCO INDIA LIMITED In our opinion and to the best of our information and according to the explanations given to us, the financial statements give Report on the Financial Statements the information required by the Companies Act, 1956 ("the We have audited the accompanying financial statements of Act")in the manner so required and give a true and fair view WABCO INDIA LIMITED ("the company"), which comprise in conformity with the accounting principles generally accepted the balance sheet as at March 31, 2014, and the statement in India: of profit and loss and cash flow statement for the year then (a) in the case of the balance sheet, of the state of affairs ended, and a summary of significant accounting policies and of the Company as at March 31, 2014; other explanatory information. (b) in the case of the statement of profit and loss, of the profit Management's Responsibility for the Financial Statements for the year ended on that date; and Management is responsible for the preparation of these (c) in the case of the cash flow statement, of the cash flows financial statements that give a true and fair view of the for the year ended on that date. financial position, financial performance and cash flows of the Report on Other Legal and Regulatory Requirements company in accordance with accounting principles generally 1. As required by the Companies (Auditor's Report) Order, accepted in India, including the Accounting Standards notified 2003 ("the Order") issued by the Central Government of under the Companies Act, 1956, read with General Circular India in terms of sub-section (4A) of section 227 of the 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Act, we give in the Annexure a statement on the matters Affairs. This responsibility includes the design, implementation specified in paragraphs 4 and 5 of the Order. and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true 2. As required by section 227(3) of the Act, we report that: and fair view and are free from material misstatement, whether due to fraud or error. (a) We have obtained all the information and explanations which to the best of our knowledge and belief were Auditor's Responsibility necessary for the purpose of our audit; Our responsibility is to express an opinion on these financial (b) In our opinion proper books of account as required by statements based on our audit. We conducted our audit in law have been kept by the company so far as appears accordance with the Standards on Auditing issued by the from our examination of those books; Institute of Chartered Accountants of India. Those Standards (c) The balance Sheet, statement of profit and loss, and require that we comply with ethical requirements and plan cash flow statement dealt with by this report are in and perform the audit to obtain reasonable assurance about agreement with the books of account; whether the financial statements are free from material (d) In our opinion, the balance sheet, the statement of misstatement. profit and loss, and the cash flow statement comply An audit involves performing procedures to obtain audit with the Accounting Standards notified under the Act, evidence about the amounts and disclosures in the financial read with General Circular 8/2014 dated 4 April 2014 statements. The procedures selected depend on the auditor's issued by the Ministry of Corporate Affairs; judgment, including the assessment of the risks of material (e) On the basis of written representations received from misstatement of the financial statements, whether due to the directors as on March 31, 2014, and taken on fraud or error. In making those risk assessments, the auditor record by the Board of Directors, none of the directors considers internal control relevant to the company's preparation is disqualified as on March 31, 2014, from being and fair presentation of the financial statements in order to appointed as a director in terms of Clause (g) of sub- design audit procedures that are appropriate in the section (1) of Section 274 of the Act. circumstancesbut not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit For S.R. Batliboi & Associates LLP also includes evaluating the appropriateness of accounting Chartered Accountants ICAI Firm Registration No. 101049W policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe Per S. BALASUBRAHMANYAM that the audit evidence we have obtained is sufficient and Place : Chennai Partner appropriate to provide a basis for our audit opinion. Date : May 20, 2014 Membership No. 053315 33


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    WABCO INDIA LIMITED Annexure referred to in paragraph 3 of our report of even date Re: WABCO INDIA LIMITED ('the Company') (i) (a) The Company has maintained proper records showing full (vi) The Company has not accepted any deposits from the public. particulars, including quantitative details and situation of (vii) In our opinion, the company has an internal audit system fixed assets. commensurate with the size and nature of its business. (b) Fixed assets have been physically verified by the management during the year and no material discrepancies (viii) We have broadly reviewed the books of account maintained by were identified on such verification. the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section (c) There was no disposal of a substantial part of fixed assets 209(1) (d) of the Act, related to the manufacture of automotive during the year. parts and accessories and are of the opinion that prima facie, (ii) (a) The management has conducted physical verification of the prescribed accounts and records have been made and inventory at reasonable intervals during the year. maintained. (b) The procedures of physical verification of inventory followed (ix) (a) The Company is generally regular in depositing with by the management are reasonable and adequate in relation appropriate authorities undisputed statutory dues including to the size of the Company and the nature of its business. provident fund, employees' state insurance, income-tax, (c) The company is maintaining proper records of inventory sales-tax, wealth-tax, service tax, customs duty, excise and no material discrepancies were noticed on physical duty, cess, investor education and protection fund and verification. other material statutory dues applicable to it. (iii) (a) According to the information and explanations given to us, (b) According to the information and explanations given to us, the company has not granted any loans, secured or no undisputed amounts payable in respect of provident unsecured to companies, firms or other parties covered fund, employees' state insurance, income-tax, sales-tax, in the register maintained under section 301 of the Act. wealth-tax, service tax, customs duty, excise duty, cess, Accordingly, the provisions of clause 4(iii) (a) to (d) of the investor education and protection fund and other material Order are not applicable to the company and hence not statutory dues were outstanding, at the year end, for a commented upon. period of more than six months from the date they became payable. (b) According to information and explanations given to us, the company has not taken any loans, secured or unsecured, (c) According to the records of the company, the dues from companies, firms or other parties covered in the outstanding of income-tax, sales-tax, wealth-tax, service register maintained under Section 301 of the Act. tax, customs duty, excise duty and cess on account of Accordingly, the provisions of Clause 4(iii) (e) to (g) of the any dispute, are as follows: Order are not applicable to the company and hence not Amount Period to which Forum where commented upon. Nature of Nature of (Rs. the amount dispute is Statute dues in lakhs) relates pending (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system Income Tax Income Tax 1,010.59 2007 - 2008 Commissioner of Act, 1961 Income Tax commensurate with the size of the Company and the nature (Appeals), Chennai of its business, for the purchase of inventory and fixed assets Central Excise duty - 0.16 2008 - 2009 Commissioner of and for the sale of goods and services. During the course of Excise Cenvat credit Central Excise our audit, we have not observed any major weakness or continuing Act, 1944 reversal 2009 - 2010 (Appeals), Chennai failure to correct any major weakness in the internal control Central Excise duty - 45.16 2008 - 2009 Additional system of the company in respect of these areas. Excise Act, Cenvat credit 2009 - 2010 Commissioner of 1944 availment on 2010 - 2011 Central Excise, (v) (a) According to the information and explanations provided by inputs and 2011 - 2012 Chennai the management, we are of the opinion that the particulars capital goods 2012 - 2013 of contracts or arrangements referred to in Section 301 pertaining to of the Act that need to be entered into the register R & D unit maintained under Section 301 have been so entered. Service Tax Service tax - 2.93 2009 - 2010 Deputy Credit reversal Commissioner of (b) In our opinion and according to the information and on certain Central Excise explanations given to us, the transactions made in pursuance inputs (Appeals), Chennai of such contracts or arrangements exceeding value of Service Tax Service tax- 19.21 2008 - 2009 The Customs, Rupees five lakhs have been entered into during the Credit reversal 2009 - 2010 Excise and Service financial year at prices which are reasonable having regard on certain Tax Appellate to the prevailing market prices at the relevant time. inputs Tribunal 34


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    WABCO INDIA LIMITED Annexure referred to in paragraph 3 of our report of even date Re: WABCO INDIA LIMITED ('the Company') Amount Period to which Forum where that the Company has not defaulted in repayment of dues to Nature of Nature of (Rs. the amount dispute is banks. The company does not have dues payable to financial Statute dues in lakhs) relates pending institutions or debenture holders. Service Tax Service tax- 4.47 2010 - 2011 The Customs, (xii) According to the information and explanations given to us and Credit reversal Excise and Service on certain Tax Appellate based on the documents and records produced to us, the inputs Tribunal company has not granted loans and advances on the basis of Service Tax Service tax- 1.27 2010 - 2011 Deputy security by way of pledge of shares, debentures and other Credit reversal Commissioner of securities. on certain Central Excise, (xiii) In our opinion, the company is not a chit fund or a nidhi / mutual inputs Chennai benefit fund / society. Therefore, the provisions of Cause 4(xiii) Service Tax Service tax- 4.11 2010 - 2011 Deputy of the Companies (Auditor's Report) Order, 2003 (as amended) Credit reversal Commissioner of on certain Central Excise, are not applicable to the Company. inputs Chennai (xiv) In our opinion, the Company is not dealing in or trading in shares, Service Tax Service tax - 3.03 2011 - 2012 The Customs, securities, debentures and other investments. Accordingly, the Credit reversal Excise and Service provisions of clause 4(xiv) of the Companies (Auditor's Report) on certain Tax Appellate Order, 2003 (as amended) are not applicable to the company. inputs Tribunal Service Tax Service tax - 0.04 2011 - 2012 Deputy (xv) According to the information and explanations given to us, the Credit reversal Commissioner of company has not given any guarantee for loans taken by others on certain Central Excise, from banks or financial institutions. inputs Chennai Service Tax Service tax - 1.33 2011 - 2012 Assistant (xvi) The company did not have any term loan outstanding during Credit reversal Commissioner of the year. on certain Central Excise, inputs Chennai (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, Service Tax Service tax - 1.08 2012 Assistant we report that no funds raised on short-term basis have been Credit reversal Commissioner of on certain Central Excise, used for long-term investment. inputs Chennai (xviii) The Company has not made any preferential allotment of shares Service Tax Service tax - 1.56 2010 - 2011 Assistant to parties or companies covered in the register maintained under Credit reversal Commissioner of Section 301 of the Act. on certain Central Excise, inputs Chennai (xix) The Company did not have any outstanding debentures during Service Tax Service tax - 17.23 2010 - 2011 Commissioner of the year. Credit reversal 2011 - 2012 Central Excise, on certain Chennai (xx) The Company has not raised any money by public issues and inputs accordingly, provisions of clause 4 (xx) of the Companies (Auditor's Service Tax Service tax - 1.09 2012 - 2013 Assistant Report) Order, 2003 (as amended) are not applicable to the Non-distribution Commissioner of Company. of common Central Excise, services input Chennai (xxi) Based upon the audit procedures performed for the purpose of credit reporting the true and fair view of the financial statements and as per the information and explanations given by the management, Sales Tax For sales 86.05 2009 - 2010 Assistant made without 2010 - 2011 Commissioner, we report that no fraud on or by the company has been noticed C form and Commercial Taxes, or reported during the year. input tax credit Chennai availment for For S.R. Batliboi & Associates LLP capital goods Chartered Accountants ICAI Firm Registration No. 101049W (x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. Per S. BALASUBRAHMANYAM (xi) Based on our audit procedures and as per the information and Place : Chennai Partner explanations given by the management, we are of the opinion Date : May 20, 2014 Membership No. 053315 35


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    WABCO INDIA LIMITED Balance Sheet as at 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) Notes 31st March 2014 31st March 2013 à lakhs à lakhs Corporate information 1 Basis of preparation 2 EQUITY AND LIABILITIES Shareholders’ funds Share capital 3 948.38 948.38 Reserves and surplus 4 74,569.69 63,931.47 (A) 75,518.07 64,879.85 Non-current liabilities Deferred tax liabilities (net) 5 1,614.46 1,170.64 Other long-term liabilities 6 4.00 4.00 Long-term provisions 7 1,660.56 1,427.08 (B) 3,279.02 2,601.72 Current liabilities Trade payables 8.1 14,202.70 10,247.45 Other current liabilities 8.2 497.73 297.53 Short-term provisions 7 1,280.95 1,285.60 (C ) 15,981.38 11,830.58 TOTAL (A+B+C) 94,778.47 79,312.15 ASSETS Non Current assets Fixed assets Tangible assets 9 30,344.77 26,208.75 Intangible assets 9 300.89 141.20 Capital work-in-progress 10 1,110.16 2,542.08 Non-current investments 11 220.24 220.24 Long-term loans and advances 12 2,369.26 1,565.52 (A) 34,345.32 30,677.79 Current assets Current investments 15 4,800.00 2,325.00 Inventories 16 11,244.41 13,562.47 Trade receivables 13 23,147.38 18,983.53 Cash and cash equivalents 17 15,540.53 9,913.34 Short-term loans and advances 12 5,634.01 3,843.36 Other current assets 14 66.82 6.66 (B) 60,433.15 48,634.36 TOTAL (A + B) 94,778.47 79,312.15 Summary of significant accounting policies 2.1 The accompanying notes are an integral part of the financial statements. As per our report of even date For and on behalf of the board of directors of WABCO INDIA LIMITED For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants M LAKSHMINARAYAN P KANIAPPAN ICAI Firm Registration No. 101049W Chairman Whole-time Director N SIVALAI SENTHILNATHAN T S RAJAGOPALAN Per S BALASUBRAHMANYAM General Manager - Finance and Company Secretary Chief Financial Officer Partner Chennai, 20th May, 2014 Membership No. 053315 36


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    WABCO INDIA LIMITED Statement of Profit & Loss for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) Notes 31st March 2014 31st March 2013 à lakhs à lakhs CONTINUING OPERATIONS Revenue Revenue from operations (gross) 18 119,991.49 106,475.81 Less: Excise duty 8,921.40 9,883.43 Revenue from operations (net) 111,070.09 96,592.38 Other income 19 2,721.18 1,263.50 Total revenue (I) 113,791.27 97,855.88 Expenses Cost of raw material and components consumed 20 63,287.63 51,080.88 Changes in inventories of finished goods and work-in-process 21 99.35 638.07 Employee benefits expense 22 12,525.48 10,701.04 Other expenses 23 18,542.56 14,767.52 Finance costs 24 14.46 1.76 Depreciation and amortization expense 9 3,215.09 2,171.78 Total expenses (II) 97,684.57 79,361.05 Profit before tax (I - II) 16,106.70 18,494.83 Tax expenses Current tax 4,148.54 5,338.66 Deferred tax 443.82 77.34 Tax relating to earlier years (233.44) – Total tax expense 4,358.92 5,416.00 Profit for the year 11,747.78 13,078.83 Summary of significant accounting policies 2.1 Nominal value of each share in rupees 5.00 5.00 Basic and diluted earnings per share in rupees on 1,89,67,584 shares 61.94 68.95 The accompanying notes are an integral part of the financial statements. As per our report of even date For and on behalf of the board of directors of WABCO INDIA LIMITED For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants M LAKSHMINARAYAN P KANIAPPAN ICAI Firm Registration No. 101049W Chairman Whole-time Director N SIVALAI SENTHILNATHAN T S RAJAGOPALAN Per S BALASUBRAHMANYAM General Manager - Finance and Company Secretary Chief Financial Officer Partner Chennai, 20th May, 2014 Membership No. 053315 37


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    WABCO INDIA LIMITED Cash Flow Statement for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) Year ended Year ended 31st March 2014 31st March 2013 à lakhs à lakhs A. CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 16,106.70 18,494.83 Non-cash adjustment to reconcile profit before tax to net cash flows: Depreciation / amortization 3,215.09 2,171.78 Net foreign exchange loss (not realised) 189.53 44.86 Profit on sale of investments (181.21) (173.27) Loss / (Profit) on sale of fixed assets (net) 1.74 9.96 Interest paid 14.46 1.76 Interest income (882.32) (718.28) 2,357.29 1,336.81 Operating profit before working capital changes 18,463.99 19,831.64 Adjustments for: (Increase) / decrease in inventories 2,318.06 (1,986.23) (Increase) / decrease in trade receivable (4,376.89) (3,278.52) (Increase) / decrease in loans and advances (1,870.56) (114.52) Increase / (decrease) in long term liabilities – (2.00) Increase / (decrease) in trade payable and current liabilities 4,178.96 (509.17) Increase / (decrease) in provisions 228.83 73.80 478.40 (5,816.64) 18,942.39 14,015.00 Direct taxes paid (4,638.93) (4,993.63) Net cash from operating activities (A) 14,303.46 9,021.37 B. CASH FLOW FROM INVESTING ACTIVITIES Additions to fixed assets including capital work-in-progress (6,165.59) (6,780.20) Sale of fixed assets during the year 84.97 6.28 Purchase of investments (31,225.00) (30,199.96) Redemption of investments 28,931.21 30,148.23 Interest received 822.16 722.12 Net cash from / (used in) investing activities (B) (7,552.25) (6,103.53) 38


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    WABCO INDIA LIMITED Cash Flow Statement for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) Year ended Year ended 31st March 2014 31st March 2013 à lakhs à lakhs C. CASH FLOW FROM FINANCING ACTIVITIES Dividend and dividend tax paid (1,109.56) (1,102.23) Interest paid (14.46) (1.76) Net cash from financing activities (C) (1,124.02) (1,103.99) D. NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 5,627.19 1,813.85 Opening cash and cash equivalents – Cash and bank balances 9,913.34 8,099.49 – Cash credit utilisation – 9,913.34 – 8,099.49 Closing cash and cash equivalents – Cash and bank balances (refer note 17) 15,540.53 9,913.34 – Cash credit utilisation – – 15,540.53 9,913.34 Notes : 1 The above statement has been prepared in indirect method as per Accounting Standard 3. 2 Cash and cash equivalent include cash and bank balances. Closing cash and cash equivalents include Rs 20.29 (31st March 2013 Rs 17.88) towards unpaid dividend accounts which are meant for settlement of unpaid dividend amounts. For and on behalf of the board of directors of WABCO INDIA LIMITED As per our report of even date For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants M LAKSHMINARAYAN P KANIAPPAN ICAI Firm Registration No. 101049W Chairman Whole-time Director N SIVALAI SENTHILNATHAN T S RAJAGOPALAN Per S BALASUBRAHMANYAM General Manager - Finance and Company Secretary Chief Financial Officer Partner Chennai, 20th May, 2014 Membership No. 053315 39


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    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 1. CORPORATE INFORMATION WABCO INDIA LIMITED ("the Company") was incorporated originally as Auto (India) Engineering Limited on 18th November 2004. The name of the Company was changed to WABCO INDIA LIMITED on 2nd August 2011. The Company is into its present business pursuant to the scheme of demerger of the brakes division of Sundaram-Clayton Limited into the Company. The Company is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The company also provides software development services to the group companies. On June 3, 2009, WABCO Holdings Inc., executed its step acquisition in WABCO and increased its percentage ownership to 75% by acquiring the shares from the other joint venture partner, TVS Group. Post-acquisition, the Company has become a subsidiary of WABCO Holdings Inc. On June 28, 2013, M/s. Clayton Dewandre Holdings Limited, Rotterdam holding 75% of the equity shares of the company transferred the entire holding to M/s. WABCO Asia Private Limited, Singapore, a subsidiary of M/s. Clayton Dewandre Holdings Limited, Rotterdam. 2. BASIS OF PREPARATION The financial statements of the company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the Accounting Standards in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year. 2.1 Summary of Significant Accounting Policies (a) Use of estimates The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. (b) Tangible fixed assets Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. All expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred other than expenses which increase the future benefit of the existing assets. Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is de-recognized. (c) Depreciation on tangible fixed assets Depreciation is provided using the Straight Line Method as per the useful lives of the assets estimated by the management, or at the rates prescribed under schedule XIV of the Companies Act, 1956 whichever is higher. Rates (SLM) Schedule XIV Rates (SLM) Buildings 1.63% - 3.34% 1.63% - 3.34% Plant and machinery 4.75% - 10.34% 4.75% - 10.34% Tooling 33.33% 4.75% - 10.34% Computers (included in office & other equipments) 30.00% 16.21% Furniture, fixtures and equipments 6.33% 6.33% Vehicles 18.00% 9.50% Depreciation in respect of assets whose actual cost does not exceed Rs 5,000/- has been provided at 100%. Leasehold lands are amortised on a straight line basis over the primary lease period ranging from 30 to 99 years. 40


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    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (d) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Costs incurred towards purchase of computer software are depreciated using the straight-line method over a period of two years based on management's estimate of useful lives of such software, or over the license period of the software, whichever is shorter. Research costs are expensed as incurred. (e) Impairment of tangible and intangible assets The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment. (f) Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value, if any, is made to recognise a decline other than temporary in the value of the investments. (g) Leases Where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item the leases are classified as operating leases. Operating lease payments are recognised as an expense in the statement of Profit and loss on a straight-line basis over the lease term. Operating lease arrangements of the company are cancellable. (h) Inventories Raw materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a moving weighted average basis. Work-in-process and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty. Cost is determined on a moving weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. (i) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The company collects sales tax and value added tax (VAT) on behalf of the Government and therefore, these are not economic benefits flowing to the company. Hence they are excluded from revenue. Sale of goods Revenue from sale of goods is recognised when all the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The Company collects sales taxes and value added taxes (VAT) on behalf of the Government and, therefore, these are not economic benefits flowing to the Company. Hence, they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year. 41


  • Page 43

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 Income from services Revenues from services are recognised as per the terms of the contract as and when services are rendered. The Company collects service tax on behalf of the Government and, therefore, it is not an economic benefit flowing to the Company. Hence, it is excluded from revenue. Interest Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. Profit on sale of investments Profit on sale of investment is recognised only at the time when the investments are realised. (j) Foreign currency translation Initial recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion Foreign currency monetary items are re-translated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. Exchange differences Exchange differences arising on the settlement of monetary items or on reporting such monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise. (k) Retirement and other employee benefits Retirement benefits in the form of provident fund and employee state insurance are defined contribution schemes. The company has no obligation other than the contribution payable to the fund. The company recognises the contribution payable to the above schemes as an expenditure when the employee renders related service. If the contribution payable to the schemes for services received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If on the other hand the contribution already paid exceeds the contribution due for the services received before the Balance Sheet date, then the excess is recognised as an asset to the extent that the prepayment will lead to reduction in future payment or cash refund. The Company operates two defined benefits plans viz. gratuity and pension for its employees. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on separation at 15 days of last drawn salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India. The company also operates a pension plan for selected senior managers, the eligibility and the terms and conditions of payment are at the discretion of the company. Gratuity and pension liabilities are defined benefit obligations and are provided for on the basis of an actuarial valuation done as per the projected unit credit method as at the end of each financial year. Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation at the year end. The actuarial valuation is done as per projected unit credit method. Actuarial gains / losses are taken to the statement of Profit and loss and are not deferred. The Company has a scheme of voluntary retirement applicable to certain employees. The amount payable under such scheme is expensed to the statement of profit and loss when the option under such scheme is exercised by eligible employees and accepted by the Company. 42


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    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (l) Income tax Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961. Deferred income taxes reflects the net impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each Balance Sheet date the company re-assesses unrecognised deferred tax asset. The company recognises all unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised. (m) Earnings Per Share Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares if any. (n) Provisions A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates or on actuarial valuation where applicable. Warranty provisions Provisions for warranty related costs are recognized when the product is sold or service provided. Provision is based on historical experience. The estimate of such warranty related costs is reviewed annually. A provision is recognized for expected warranty claims on products sold, based on past experience of the level of repairs and returns. Assumptions used to calculate the provision for warranties are based on current sales levels and current information available about returns. (o) Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company. It includes a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. It also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements. (p) Cash and Cash equivalents Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. 43


  • Page 45

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) 31st March 2014 31st March 2013 à lakhs à lakhs 3. SHARE CAPITAL Authorised shares (in numbers) 2,00,00,000 (31st March 2013: 2,00,00,000) Equity shares of Rs 5/- each 1,000.00 1,000.00 Issued, subscribed and fully paid-up shares (in numbers) 1,89,67,584 (31st March 2013: 1,89,67,584) Equity shares of Rs 5/- each 948.38 948.38 Total issued, subscribed and fully paid-up share capital 948.38 948.38 a. There is no movement of the shares outstanding during the financial year. b. Terms / rights attached to equity shares The Company has only one class of equity shares having a par value of Rs 5 per share. Each holder of equity shares is entitled to one vote per share. During the year ended 31 March 2014, the amount of per share dividend proposed as distributions to equity shareholders is Rs 5 (31st March 2013: Rs 5) which is subject to approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the assets of the Company, in proportion to the number of equity shares held by the shareholders. c. Shares held by holding company Out of equity shares issued by the Company, shares held by its holding company are as below: 31st March 2014 31st March 2013 In Number of shares à lakhs à lakhs WABCO Asia Private Limited, Singapore 1,42,25,684 (31st March 2013 - 1,42,25,684 shares held by Clayton Dewandre Holdings Limited, Rotterdam, Holding company) Equity shares of Rs 5 each fully paid 711.28 711.28 Apart from the above, there are no shares held by the ultimate holding company, or their subsidiaries or associates. d. Aggregate number of bonus shares issued, share issued for consideration other than in cash and shares bought back during the period of five years immediately preceding the reporting date: 31st March 2014 31st March 2013 In numbers In numbers Equity shares allotted as fully paid-up pursuant to contracts for consideration other than in cash 1,89,67,584 1,89,67,584 Pursuant to the scheme of demerger of Brakes division to the company from Sundaram-Clayton Limited, Chennai,(SCL) the shareholders of SCL were entitled for allotment of 1,89,67,584 equity shares of Rs 5/- each fully paid up for consideration other than in cash. These shares are deemed to be issued, subscribed and fully paid up in terms of the scheme of arrangement. These shares were allotted on 7th May 2008. e. Details of shareholders holding more than 5% shares in the Company As at 31st March 2014 As at 31st March 2013 Name of the shareholder In numbers % holding In numbers % holding in the class in the class Equity shares of Rs 5 each fully paid WABCO Asia Private Limited, Singapore 1,42,25,684 75% Clayton Dewandre Holdings Limited, Rotterdam, Holding Company 1,42,25,684 75% As per records of the company, including its register of members, the above shareholding represents both legal and beneficial ownerships of shares. 44


  • Page 46

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) Notes 31st March 2014 31st March 2013 4. RESERVES AND SURPLUS à lakhs à lakhs (a) Capital reorganisation reserve Balance as per last financial statements (A) 5.00 5.00 (b) General reserve Balance as per last financial statements 23,716.18 18,716.18 Add: Amount transferred from statement of Profit and Loss 1,200.00 5,000.00 Closing Balance (B) 24,916.18 23,716.18 (c) Surplus in the statement of Profit and Loss Balance as per last financial statements 40,210.29 33,241.02 Profit for the year 11,747.78 13,078.83 51,958.07 46,319.85 Less: Appropriations Proposed final equity dividend 948.38 948.38 (amount per share Rs 5 (31st March 2013 Rs 5) Tax on proposed equity dividend 161.18 161.18 Transfer to general reserve 1,200.00 5,000.00 Total appropriations 2,309.56 6,109.56 Net surplus in the statement of Profit and Loss (C ) 49,648.51 40,210.29 (d) Total reserves and surplus (A+B+C) 74,569.69 63,931.47 5. DEFERRED TAX LIABILITIES (NET) (a) Deferred tax liability (i) Fixed assets: Impact of difference between tax depreciation and depreciation / amortization charged for the financial reporting 2,445.33 2,153.54 Gross deferred tax liability (A) 2,445.33 2,153.54 (b) Deferred tax assets Impact of expenditure charged to the statement of Profit and Loss in the current year but allowed for tax purposes on payment basis (i) Provisions relating to employee benefits 623.64 542.34 (ii) Provision for warranty 130.57 126.99 (iii) Provision for doubtful debts and other losses 76.66 82.66 (iv) Royalty and technical services fees – 230.91 Gross deferred tax assets (B) 830.87 982.90 Net deferred tax liabilities (A–B) 1,614.46 1,170.64 The deferred tax computation has been prepared considering the extended tax benefit of 5 years as prescribed under Section 10AA(2) of the Income tax Act, 1961. 6. OTHER LONG-TERM LIABILITIES Others Deposits from customers 4.00 4.00 4.00 4.00 45


  • Page 47

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) 7. PROVISIONS Long-term Short-term 31st March 2014 31st March 2013 31st March 2014 31st March 2013 à lakhs à lakhs à lakhs à lakhs (a) Provision for employee benefits (i) Provision for leave benefits 285.41 219.21 42.96 53.91 (ii) Provision for gratuity - refer note 25 – – 1.39 – (iii) Provision for pension - refer note 25 1,106.24 961.02 11.79 11.79 1,391.65 1,180.23 56.14 65.70 (b) Other provisions (i) Provision for warranties 268.91 246.85 115.25 105.79 (ii) Proposed dividend – – 948.38 948.38 (iii) Provision for tax on proposed dividend – – 161.18 161.18 (iv) Provision for fringe benefit tax (net of advance tax payments) – – – 4.55 268.91 246.85 1,224.81 1,219.90 1,660.56 1,427.08 1,280.95 1,285.60 Provision for warranties The table below gives information about movement in warranty provisions: 31st March 2014 31st March 2013 à lakhs à lakhs Opening balance 352.64 436.14 Add: Provision made during the year 261.90 229.48 Total 614.54 665.62 Less: Utilised / withdrawn during the year 230.38 312.98 At the end of the year 384.16 352.64 Current portion 115.25 105.79 Non-current portion 268.91 246.85 8. OTHER CURRENT LIABILITIES 8.1 Trade payables (refer note 29 for details of dues to micro and small enterprises) 14,202.70 10,247.45 8.2 Other current liabilities (a) Advance from customers 229.63 90.33 (b) Investor Education and Protection Fund will be credited by following amounts (as and when due) Unpaid dividend 20.29 17.88 (c ) Others (i) Income tax deducted at source payable 25.11 32.29 (ii) Employees' Provident Fund payable 51.42 42.00 (iii) Employees' State Insurance payable 3.34 7.23 (iv) Employees' Family Pension Fund deductions payable 43.63 35.65 (v) Sales Tax payable 124.31 72.15 497.73 297.53 14,700.43 10,544.98 46


  • Page 48

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) 9. TANGIBLE AND INTANGIBLE ASSETS (Rupees in lakhs) Tangible Assets Intangible Assets Lease Buildings Plant & Furniture Office Computer Description Land hold Machinery, & Fixtures & other Vehicles Total Software Total Land Dies & Jigs equipments and licences Cost of assets As at 1st April 2012 1,829.06 565.65 7,242.27 22,477.61 449.81 1,228.28 213.04 34,005.72 393.51 393.51 Add : Additions during the year – – 176.91 4,967.37 29.77 167.72 – 5,341.77 172.55 172.55 Less : Disposed during the year – – – 96.03 – 0.72 0.45 97.20 – – As at 31st March 2013 1,829.06 565.65 7,419.18 27,348.95 479.58 1,395.28 212.59 39,250.29 566.06 566.06 Add : Additions during the year – – 1,377.38 5,514.15 68.02 292.69 13.37 7,265.61 331.90 331.90 Less : Disposed during the year – – – 113.39 – 0.77 18.77 132.93 – – As at 31st March 2014 1,829.06 565.65 8,796.56 32,749.71 547.60 1,687.20 207.19 46,382.97 897.96 897.96 Depreciation As at 1st April 2012 – 37.84 1,052.66 8,835.94 186.03 807.81 110.07 11,030.35 345.23 345.23 Add : Charge for the year – 8.41 239.80 1,672.09 28.47 125.49 17.89 2,092.15 79.63 79.63 Less : On assets disposed during the year – – – 80.49 – 0.04 0.43 80.96 – – As at 31st March 2013 – 46.25 1,292.46 10,427.54 214.50 933.26 127.53 13,041.54 424.86 424.86 Add : Charge for the year – 8.41 264.67 2,569.00 30.82 152.23 17.75 3,042.88 172.21 172.21 Less : On assets disposed during the year – – – 27.80 – 0.59 17.83 46.22 – – As at 31st March 2014 – 54.66 1,557.13 12,968.74 245.32 1,084.90 127.45 16,038.20 597.07 597.07 Written down value As at 31 March 2013 1,829.06 519.40 6,126.72 16,921.41 265.08 462.02 85.06 26,208.75 141.20 141.20 As at 31 March 2014 1,829.06 510.99 7,239.43 19,780.97 302.28 602.30 79.74 30,344.77 300.89 300.89 31st March 2014 31st March 2013 à lakhs à lakhs 10. CAPITAL WORK-IN-PROGRESS Machinery under installation 1,110.16 2,542.08 1,110.16 2,542.08 11. NON-CURRENT INVESTMENTS Non-trade investments (at cost) Investment towards Pension obligation with ICICI Prudential Life Insurance Group Superannuation Fund, Mumbai (unquoted) 220.24 220.24 220.24 220.24 47


  • Page 49

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) 12. LOANS AND ADVANCES Non-Current Current 31st March 2014 31st March 2013 31st March 2014 31st March 2013 à lakhs à lakhs à lakhs à lakhs Capital advances Unsecured, considered good 291.56 264.10 – – (A) 291.56 264.10 – – Security deposit Unsecured, considered good 477.22 450.15 – – (B) 477.22 450.15 – – Advances recoverable in cash or kind Unsecured, considered good – – 5,020.27 3,301.04 (C) – – 5,020.27 3,301.04 Other loans and advances (Unsecured, considered good) Advance income-tax (net of provision for taxation) 1,571.55 819.33 – – Prepaid expenses – – 245.12 236.60 Loans to employees 28.93 31.94 18.61 23.13 Balances with government authorities – – 350.01 282.59 (D) 1,600.48 851.27 613.74 542.32 Total (A+ B + C + D) 2,369.26 1,565.52 5,634.01 3,843.36 Advances recoverable in cash or kind includes Rs 964.80 lakhs (31stMarch 2013 Rs 294.72 lakhs) being amounts recognised under the duty drawback and Served from India export incentive scheme (SFIS) from financial year 2011-12 as per eligibility. The company has filed / in the process of filing necessary documents with the authorities in this regard. Based on legal advice the company is confident of eligibility under the respective schemes and expects to recover these amounts in due course. Loans and advances due by officers, etc. Loans to employees include Dues from officers – 1.51 – 0.08 13. TRADE RECEIVABLES (UNSECURED) Unsecured, considered good unless stated otherwise Outstanding for a period exceeding six months from the date they are due for payment Unsecured, considered good 138.47 497.45 Doubtful 213.58 254.76 352.05 752.21 Provision for doubtful receivables (213.58) (254.76) (A) 138.47 497.45 Other receivables Unsecured, considered good 23,008.91 18,486.08 (B) 23,008.91 18,486.08 Total (A+B) 23,147.38 18,983.53 14. OTHER CURRENT ASSETS (UNSECURED, CONSIDERED GOOD) Interest accrued on fixed deposits 66.82 6.66 48


  • Page 50

    WABCO INDIA LIMITED Notes to financial statements for the year ended 31st March 2014 (All amounts are in lakhs of Indian Rupees unless otherwise stated) 15. CURRENT INVESTMENTS 31st March 2014 31st March 2013 à lakhs à lakhs Current investments (valued at lower of cost and fair value, unless stated otherwise) Quoted (a) 1,69,421.36 units (31st March 2013 - 71,940.661 units) in SBI Mutual fund of SBI Funds Management Private 4,800.00 1,325.00 Limited, Mumbai (institution plan - growth option) (b) Investment in UTI Mutual Fund (31st March 2014 - NIL units; 31st March 2013 - 52,047.827 units) of UTI Asset Management Company Private Limited, Mumbai – 1,000.00 UTI Liquid Cash Plan (institutional plan - growth option) 4,800.00 2,325.00 Market value of quoted investments 4,806.87 2,327.34 16. INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE) (a) Raw materials and components 6,296.55 8,004.26 (b) Work-in-process 400.01 412.14 (c) Finished goods 2,002.08 2,089.30 (d) Stores and spares 1,728.69 2,423.73 (e) Goods in transit - raw materials and components 817.08 633.04 11,244.41 13,562.47 17. CASH AND CASH EQUIVALENTS Current 31st March 2014 31st March 2013 à lakhs à lakhs (a) Balances with banks: (i) On current accounts 347.36 295.10 (ii) On term deposit accounts 15,163.64 9,587.30 (iii) On unpaid dividend account 20.29 17.88 (b) Cash on hand 9.24 13.06 15,540.53 9,913.34 18. REVENUE FROM OPERATIONS 31st March 2014 31st March 2013 Revenue from operations à lakhs à lakhs (a) Sale of products: (i) Finished goods 113,503.89 101,619.21 (b) Rendering of services 5,736.78 4,076.46 (c) Other operating revenue - Scrap sales 750.82 780.14 Revenue from operations (gross) 119,991.49 106,475.81 Less: Excise duty 8,921.40 9,883.43 Revenue from operations (net) 111,070.09 96,592.38 49

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