avatar Wabco Holdings Inc. Manufacturing
  • Location: Michigan 
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    WABCO INDIA LIMITED Board of Directors Listing of Shares with Factories M LAKSHMINARAYAN National Stock Exchange of India Limited Plot No. 3 (SP), III Main Road, Chairman Mumbai Ambattur Industrial Estate, Chennai 600 058 D E UDWADIA BSE Limited Tel. : 044 4224 2000 NARAYAN K SESHADRI Mumbai Fax : 044 4224 2009 LEON LIU ! Share Transfer Agent Large Sector, TREVOR LUCAS Sundaram-Clayton Limited Adityapur Industrial Area, Gamharia, VINCENT PICKERING "Jayalakshmi Estates", 1st Floor, Seraikella-Kharsawan Dist. # Jharkhand 832 108 MICHAEL EDWARD THOMPSON 29 Haddows Road, Chennai - 600 006 Tel. : 0657 398 5700 LISA BROWN @ Tel. : 044 - 2830 7700 Fax : 0657 238 7997 Managing Director 044 - 2828 4959 P KANIAPPAN Fax : 044 - 2825 7121 Plant - 1 & Plant - 2 E-mail : raman@scl.co.in Plot No. AA8, Central Avenue, Chief Financial Officer investorscomplaintssta@scl.co.in Auto Ancillary SEZ, T S RAJAGOPALAN Mahindra World City, Bankers Natham Sub-Post, Chengalpet, General Manager - Finance and Kancheepuram District 603 002 Company Secretary Citibank N.A. Tamil Nadu N SIVALAI SENTHILNATHAN 3rd Floor, 2 Club House Road, Tel. : 044 3090 1200 Chennai 600 002 Audit Committee Plot No.11, Sector 4, SIDCUL, BNP Paribas IIIE Pantnagar, NARAYAN K SESHADRI Prince Towers, 3rd Floor, 25/26 College Road, Udham Singh Nagar, Chairman Chennai 600 006 Uttarakhand - 263 153 D E UDWADIA Tel. : 05944 250885 TREVOR LUCAS State Bank of India Corporate Accounts Group Branch KH 159-162, 164 Village Dhakauli Stakeholders Relationship 3rd Floor, Sigappi Achi Building Nawabganj, Barabanki Dewa Road, Committee 18/3, Rukmanilakshmipathy Road Somaiya Nagar, Barabanki D E UDWADIA Egmore, Chennai 600 008 Lucknow, Uttar Pradesh 225 123 Chairman Tel. : 05248 230065 Auditors P KANIAPPAN S.R. BATLIBOI & ASSOCIATES LLP Software Design Centre TREVOR LUCAS Chartered Accountants “Ispahani Centre”, 5th & 7th Floor, Nomination and Remuneration Tidel Park, 6th & 7th Floor, 123/124 Nungambakkam High Road, Committee A - Block (Module 601, 701-702), Chennai 600 034 4, Rajiv Gandhi Salai, Chennai 600 113 Tel. : 044 2828 5000 NARAYAN K SESHADRI Fax : 044 2833 2212 Chairman Solicitors & Advocates M LAKSHMINARAYAN UDWADIA & UDESHI D E UDWADIA CONTENTS Page No. Solicitors & Advocates LEON LIU Elphinstone House Notice to the shareholders 4 VINCENT PICKERING 1st Floor, 17 Murzban Road Directors’ report to the shareholders 11 Mumbai 400 001 Corporate Social Responsibility Management discussion and analysis report 30 Committee Registered Office Report on corporate governance 35 M LAKSHMINARAYAN Plot No. 3 (SP), III Main Road, Auditors’ certificate on corporate governance 46 Chairman Ambattur Industrial Estate, P KANIAPPAN Auditors’ report to shareholders 47 Chennai 600 058 LEON LIU Tel. : 044 4224 2000 Balance sheet 52 TREVOR LUCAS Fax : 044 4224 2009 Statement of Profit & Loss 53 # Resigned w.e.f. 05.11.2014 Website : www.wabcoindia.com Cash flow statement 54 !Resigned w.e.f. 15.04.2015 Email: info.india@wabco-auto.com @Appointed w.e.f. 23.01.2015 Notes to financial statements 56 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 2010-11 2011-12 2012-13 2013-14 2014-15 Profit and Loss Account Revenue from operations 89,252 104,564 96,592 111,070 1,34,796 Other income 536 1,206 1,264 2,721 2,030 Total income 89,788 105,770 97,856 113,791 1,36,826 Gross profit before interest, depn & tax 20,600 23,199 20,668 19,336 22,365 Depreciation 1,442 1,564 2,172 3,215 4,667 Profit before interest & tax 19,158 21,635 18,497 16,121 17,699 Interest 20 12 2 14 36 Profit before taxation 19,138 21,623 18,495 16,107 17,663 Profit after taxation 12,743 15,340 13,079 11,748 12,066 Balance Sheet Net Fixed assets 19,031 24,300 28,892 31,756 34,137 Investments 1,220 2,320 2,545 5,020 3,920 Net current assets 18,984 26,726 34,479 39,652 49,407 Long term loans and advances 1,582 1,827 1,566 2,369 2,292 Total 40,817 55,173 67,482 78,797 89,756 Share capital 948 948 948 948 948 Reserves & surplus 37,724 51,962 63,932 74,570 85,356 Net worth 38,672 52,910 64,880 75,518 86,304 Non current liabilities 1,330 1,169 1,431 1,665 1,807 Deferred taxation (net) 815 1,094 1,171 1,614 1,645 Total 40,817 55,173 67,482 78,797 89,756 EPS (Rs) 67.18 80.87 68.95 61.94 63.61 DPS (Rs) 5.00 5.00 5.00 5.00 5.00 Book value per share (Rs) 203.89 278.95 342.04 398.12 455.01 Return on capital employed (ROCE) % 55.6 45.1 30.2 22.0 20.9 Return on net worth (RONW) % 38.8 33.5 22.2 16.7 14.9 Fixed assets turnover (no. of times) 4.7 4.8 3.6 3.7 4.1 Working capital turnover (no. of times) 6.3 4.6 3.2 3.0 3.0 Gross profit as % of sales (EBITDA) 23.1 22.2 21.4 17.4 16.6 Gross profit as % of total income 22.9 21.9 21.1 17.0 16.3 Net profit as % of total income 14.2 14.5 13.4 10.3 8.8 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 No.101049W allotted by the Institute of Chartered NOTICE is hereby given that the Eleventh Annual General Accountants of India, as Auditors of the company Meeting of WABCO India Limited will be held at "The from the conclusion of this Annual General Meeting upto the conclusion of the Twelfth Annual General Music Academy", New No. 168 (Old No. 306), T.T.K. Meeting, being the second consecutive year out of Road, Chennai 600 014 on Thursday, the 30th day of their term of five consecutive years approved at the July 2015 at 10.00 A.M. to transact the following Tenth Annual General Meeting, on such remuneration businesses: as shall be fixed by the Board of Directors of the 1. To consider and to give your assent or dissent Company, be and is here by ratified. to the following ordinary resolution: 5. To consider and to give your assent or dissent RESOLVED THAT the audited financial statement of to the following ordinary resolution: the Company for the financial year ended 31st March RESOLVED THAT in terms of Section 161(4) and 2015 consisting of the balance sheet as at 31st other applicable provisions of the Companies Act, March, 2015, the statement of profit and loss and 2013 and the Rules made thereunder, Ms. Lisa the cash flow statement for the year ended on that Brown (DIN 07053317) who was appointed by the date and the explanatory notes annexed to or forming Board of Directors of the Company as a Non- part thereof together with the reports of the Board Executive Non-Independent Director of the Company of Directors and Auditors thereon, be and are with effect from 23rd January, 2015 in the casual hereby adopted. vacancy caused by the resignation of Mr. Michael 2. To consider and to give your assent or dissent Edward Thompson who would have held office upto to the following ordinary resolution: the date of this Annual General Meeting had he not resigned and in respect of whom the Company has RESOLVED THAT in terms of Section 123 and other received a notice in writing along with the prescribed applicable provisions of the Companies Act, 2013 deposit amount of Rs.1,00,000/- (Rupees one lakh and the Rules made thereunder, and pursuant to only) from a member proposing her candidature for the recommendation of the Board of Directors of the the office of director, be and is hereby appointed Company, a dividend of Rs.5/- (Rupees five only) as a Director of the Company, liable to retire by per share on 1,89,67,584 equity shares of Rs.5/ rotation. - each fully paid up, which make up the entire paid- up equity capital of the Company, absorbing a sum 6. To consider and to give your assent or dissent of Rs. 948.38 lakhs, be and is hereby declared for to the following ordinary resolution: the year ended 31st March, 2015, out of the profits RESOLVED THAT in terms of Section 161(4) and of the company for that year, and the same be paid other applicable provisions of the Companies Act, to the shareholders whose names appear in the 2013 and the Rules made thereunder, Mr. Jorge register of members/ record of the depositories of Solis (DIN 7119701) who was appointed as a Non- the Company as at the close of 28th July, 2015. Executive Non-Independent Director of the Company with effect from 20th May, 2015 in the casual vacancy 3. To consider and to give your assent or dissent caused by the resignation of Mr. Leon Liu who would to the following ordinary resolution: have held office upto the date of this Annual General RESOLVED THAT Mr. Trevor Lucas (DIN:01627818), Meeting had he not resigned and in respect of whom Director retiring by rotation at this meeting and who the Company has received a notice in writing along is eligible for reappointment, be and is hereby re- with the prescribed deposit amount of Rs.1,00,000/- appointed as a Director, liable to retire by rotation. (Rupees one lakh only) from a member proposing his candidature for the office of director, be and 4. To consider and to give your assent or dissent is hereby appointed as a Director of the Company, to the following ordinary resolution: liable to retire by rotation. RESOLVED THAT in terms of Section 139 and other applicable provisions of the Companies Act, 2013 7. To consider and to give your assent or dissent and the Rules made thereunder, the appointment to the following ordinary resolution: of Messrs S.R. Batliboi & Associates LLP, Chartered RESOLVED THAT pursuant to the provisions of Accountants, Tidel Park, 6th & 7th Floor - A Block Section 148 of the Companies Act, 2013 and the (Module 601,701-702), No. 4, Rajiv Gandhi Salai, Companies (Audit and Auditors) Rules, 2014, the Taramani, Chennai 600 113, holding Firm Registration remuneration of Rs.4,00,000/- (Rupees Four Lakhs 4


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    WABCO INDIA LIMITED only) plus applicable taxes and out of pocket not more than ten percent of the total share capital expenses at actuals, payable to Mr. A. N Raman, of the Company. However, a single person may act Cost Accountant, having registration number M.5359, as a Proxy for a member holding more than ten appointed by the Board of Directors as Cost Auditor percent of the total voting share capital of the to audit the cost records of the Company for the Company provided that such person shall not act financial year ending 31st March 2016, be and is as a Proxy for any other person. hereby ratified. 2. The Statement pursuant to Section 102 of the 8. To consider and to give your assent or dissent Companies Act, 2013, with respect to the special to the following special resolution: businesses to be transacted at the Meeting is annexed hereto. RESOLVED THAT in terms of Clause 49(VII) of the Company's Listing Agreement with the Stock 3. The Register of Members and the Share Transfer Exchanges, approval be and is hereby accorded to books of the Company will remain closed for 2 days the related party transactions entered into by the from 29th July 2015 to 30th July, 2015 (both days Company with WABCO Europe BVBA, a related inclusive) for annual closing and determining the party, during the financial year ended 31st March entitlement of the shareholders to the dividend for 2015, and the related party transactions proposed 2014-15. to be entered into with WABCO Europe BVBA during 4. The dividend of Rs.5/- per share has been the financial year ending 31st March 2016, as shown recommended by the Board of Directors for the year in the Explanatory Statement; which transactions, ended 31st March, 2015 and subject to the approval individually or taken together with previous of the shareholders at the ensuing Annual General transactions during any financial year, exceed or Meeting, is proposed to be paid on or before may exceed ten per cent of the annual consolidated 7th August, 2015. turnover of the company as per its last audited 5. Members holding shares in electronic form are hereby financial statement. informed that bank particulars registered against their respective depository accounts will be used by By order of the board the Company for payment of dividend. The Company or its Registrars cannot act on any request received Chennai N SIVALAI SENTHILNATHAN directly from the Members holding shares in electronic 20th May 2015 General Manager - Finance and form for any change of bank particulars or bank Company Secretary mandates. Such changes are to be advised only to Registered Office: the Depository Participant of the Members. Members CIN:L34103TN2004PLC054667 holding shares in physical form and desirous of WABCO India Limited either registering bank particulars or changing bank Plot No.3, (SP), III Main Road, particulars already registered against their respective Ambattur Industrial Estate, folios for payment of dividend are requested to write Chennai - 600 058 to the Company or the Share Transfer Agent. 6. Under Section 205A of the Companies Act, 1956, Notes: and Section 124 read with Section 125 of the 1. A member entitled to attend and vote at the Companies Act, 2013, (including any statutory meeting is entitled to appoint a proxy to attend modification(s) or re-enactment thereof for the time and vote instead of himself / herself and the being in force) the amount of dividend remaining proxy so appointed need not be a member of unpaid or unclaimed for a period of seven years from the Company. the due date is required to be transferred to the The instrument appointing the proxy and the power Investor Education and Protection Fund (IEPF), of attorney or other authority, if any, under which constituted by the Central Government. The it is signed or a notarially certified copy of that power particulars of due dates for transfer of such unclaimed or authority shall be deposited at the registered dividends to IEPF are furnished in the report on office of the Company not later than 48 hours before Corporate Governance forming part of the annual the time fixed for holding the meeting. report. A person can act as proxy on behalf of members The Ministry of Corporate Affairs (MCA) on 10th not exceeding fifty (50) and holding in the aggregate May, 2012 notified the IEPF (Uploading of information 5


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    WABCO INDIA LIMITED regarding unpaid and unclaimed amounts lying with shares in physical form can submit their PAN details companies) Rules, 2012 (IEPF Rules), which are to the Company. applicable to the Company. The objective of the 12. Details under Clause 49 of the Listing Agreement IEPF Rules is to help the shareholders ascertain with the Stock Exchange in respect of the Directors status of the unclaimed amounts and overcome the seeking appointment at the Annual General Meeting, problems due to misplacement of intimation thereof forms integral part of the notice. The Directors have by post etc. In terms of the said IEPF Rules, the furnished the requisite consent and declaration for Company has uploaded the information in respect their appointment. of the Unclaimed Dividends in respect of the financial years from 2007-08, as on the date of the 10th 13. Electronic copy of the Annual Report for the financial Annual General Meeting (AGM) held on 22nd July year ended 31st March 2015 is being sent to all the 2014 on the website of IEPF viz., www. Iepf.gov.in members whose e-mail IDs are registered with the and under "investor section" on the website of the Company / Depository Participant(s) for communication Company viz., www.wabcoindia.com. purposes unless any member has requested for a hard copy of the same. For members who have not A separate reminder was also sent to those members registered their email address, physical copies of the having unclaimed dividends since 2008. Members Annual Report are being sent in the permitted mode. who have not encashed their dividend warrants are 14. Electronic copy of the Notice of the 11th Annual advised to surrender the unencashed warrants General Meeting of the Company inter alia indicating immediately to the Company or the Share Transfer the process and manner of e-Voting alongwith Agent and to claim the dividends. Attendance Slip and Proxy Form is being sent to 7. Members holding shares in physical form, in their all the members whose email IDs are registered with own interest, are requested to dematerialize the the Company / Depository Participant(s) for shares to avail the benefits of electronic holding / communication purposes unless any member has trading. requested for a hard copy of the same. For members who have not registered their email address, physical 8. To prevent fraudulent transactions, members are copies of the Notice of the 11th Annual General advised to exercise due diligence and notify the Meeting of the Company inter alia indicating the Company of any change in address or demise of process and manner of e-Voting alongwith Attendance any member as soon as possible. Members are also Slip and Proxy Form are being sent in the permitted advised not to leave their demat account(s) dormant mode. for long. Periodic statement of holdings should be obtained from the concerned Depository Participant 15. Members may also note that the Notice of the and holdings should be verified. 11th Annual General Meeting and the Annual Report for 2015 will also be available on the Company's 9. As a measure of economy, copies of the Annual website: www.wabcoindia.com for their download. Report will not be distributed at the venue of AGM. The physical copies of the aforesaid documents will Members are, therefore, requested to bring their also be available at the Company's Registered Office copies of the Annual Report to the meeting. in Chennai for inspection during normal business 10. Members are requested to affix their signatures at hours on working days. Even after registering for e- the space provided on the Attendance Slip annexed communication, members are entitled to receive to Proxy Form and hand over the Slip at the entrance such communication in physical form, upon making of the meeting hall. Corporate members are a request for the same, by post free of cost. requested to send a duly certified copy of the board For any communication, the shareholders may also resolution / power of attorney authorizing their send requests to the Company's investor email ID: representatives to attend and vote at the AGM. investorcomplaintssta@scl.co.in / info.india@wabco- auto.com. 11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account 16. Voting through electronic means Number (PAN) by every participant in securities I. In compliance with provisions of Section 108 market. Members holding shares in electronic form and other applicable provisions of the Companies are, therefore, requested to submit the PAN to their Act, 2013 and Rule 20 of the Companies Depository Participants with whom they are (Management and Administration) Rules, 2014 maintaining their demat accounts. Members holding and Clause 35B of the Listing Agreement, the 6


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    WABCO INDIA LIMITED Company is pleased to provide to its members x. Upon confirmation, the message "Vote cast facility to exercise their right to vote at the successfully" will be displayed. 11th Annual General Meeting (AGM) by electronic xi. Once you have voted on the resolution, means and the business may be transacted you will not be allowed to modify your vote. through remote e-Voting Services provided by National Securities Depository Limited (NSDL): xii. Institutional shareholders (i.e. other than The instructions for e-Voting are as under: individuals, HUF, NRI etc.) are required to send scanned copy (PDF / JPG Format) II. Remote e-Voting means the facility of casting of the relevant Board Resolution/Authority votes by a member using an electronic voting letter etc. together with attested specimen system from a place other than venue of general signature of the duly authorized meeting; signatory(ies) who are authorized to vote, III. The members holding shares as on the to the Scrutinizer through e-mail to "cut-off date" viz., 24th July, 2015 are eligible skco.cs@gmail.com with a copy marked to for voting either through electronic voting system evoting@nsdl.co.in. or ballot. B. In case a Member receives physical copy IV. The instructions for remote e-Voting by of the Notice of AGM [for members whose shareholders: e-mail IDs are not registered with the A. In case a Member receives an email from Company / Depository Participant(s) or NSDL [for members whose email IDs are requesting physical copy]: registered with the Company / Depository (i) Initial password is provided as below/at the Participant(s)]: bottom of the Attendance Slip for the AGM: i. Open email and open PDF file viz; EVEN (Remote e-voting Event Number) "wabcoindiae-voting.pdf" with your Client USER ID PASSWORD/PIN ID or Folio No. as password. The said PDF file contains your user ID and Password / (ii) Please follow all steps from Sl. No.(ii) to PIN for e-Voting. Please note that the Sl. No. (xii) above, to cast vote. password is an initial password. V. Voting at AGM: The members who have not ii. Launch internet browser by typing the cast their vote by remote e-Voting can exercise following URL:https://www.evoting.nsdl.com. their voting rights at the AGM. The Company will make arrangements for ballot papers in this iii. Click on Shareholder - Login regard at the AGM Venue. iv. Put user ID and password as initial VI. In case of any queries, you may refer the Password / PIN noted in step (i) above. Frequently Asked Questions (FAQs) for Click Login. Shareholders and e-Voting user manual for v. Password change menu appears. Change Shareholders available at the Downloads Section the password / PIN with new password of of www.evoting.nsdl.com or contact NSDL at your choice with minimum 8 digits / the Telephone No.022-24994600. characters or combination thereof. It is VII. If you are already registered with NSDL for strongly recommended not to share your e-Voting then you can use your existing user password with any other person and take ID and password / PIN for casting your vote. utmost care to keep your password confidential. VIII. You can also update your mobile number and vi. Home page of e-Voting opens. Click on e-mail ID in the user profile details of the folio e-Voting: Active Voting Cycles. which may be used for sending future communication(s). vii. Select "EVEN" of WABCO India Limited. IX. The remote e-Voting period commences on 27th viii. Now you are ready for e-Voting as Cast July, 2015 (9:00 am) and ends on 29th July, Vote page opens. 2015 (5:00 pm) (three days). During this period ix. Cast your vote by selecting appropriate shareholders of the Company, holding shares option and click on "Submit" and also either in physical form or in dematerialized form, "Confirm" when prompted. as on the cut-off date of 24th July, 2015, may 7


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    WABCO INDIA LIMITED cast their vote electronically. The e-Voting module 17. All documents referred to in the accompanying Notice shall be disabled by NSDL for voting thereafter. and the Explanatory Statement shall be open for Once the vote on a resolution is cast by the inspection at the Registered Office of the Company shareholder, the shareholder shall not be allowed from 2 P.M. to 4 P.M. on all working days, up to to change it subsequently. and including the date of the Annual General Meeting of the Company. X. The voting rights of shareholders shall be in proportion to their shares of the paid up equity 18. In terms of Clause 49(VIII)(E) of the Listing share capital of the Company as on the Agreement with the Stock Exchanges, a brief profile cut-off date of 24th July, 2015 of director, who is proposed to be re-appointed in this AGM, nature of his expertise in specific functional XI. Any person, who acquires shares of the areas, his other directorships and committee Company and becomes member of the Company memberships, his shareholding and relationship with after dispatch of the notice and holding shares other directors of the Company are given below: as of the cut-off date i.e. 24th July, 2015 may obtain the login ID and password by sending Mr. Trevor Lucas an email to evoting@nsdl.co.in by mentioning He is a Bachelor of Business Studies (Honours), University his Folio No./DP ID and Client ID No. of Dublin and a fellow member of the Institute of Chartered XII. However, if you are already registered with Accountants in Ireland. He has served KPMG, Dublin NSDL for remote e-Voting then you can use from 1975 to 1982 as General Practice Manager. He was your existing user ID and password for casting with CPC Europe, holding various positions as Manager your vote. If you forget your password, you can Finance and Taxes, Manager Financial Services and reset your password by using "Forget User Systems and Manager Financial Accounting. Details / Password" option available on NSDL Website He has also served as head of Finance for Council for Education, Recruitment and Training for the Hotel, Catering XIII. A member may participate in the meeting even and Tourism Industry, Dublin. He was with Best Foods after exercising his right to vote through remote Europe/Africa/Middle East, Brussels (later part of the e-voting but shall not be allowed to vote again Unilever Group) during 1989-2002 as Director Finance at the meeting. and Taxes. He joined American Standard, Brussels, XIV. Mr K Sriram (C.P. No. 2215), Practising Company (WABCO Division) in 2003 as Vice President-Taxes. Secretary has been appointed as the Scrutinizer Following the spin off of WABCO Division from American to scrutinize the e-Voting process in a fair and Standard, he held his position as Vice President-Taxes transparent manner. of WABCO Holdings Inc. He retired recently from WABCO but continues consulting on a need basis. XV. The Scrutinizer shall immediately after the conclusion of the voting at the Annual General He is a member of the Audit Committee, Corporate Meeting, first count the votes cast at the meeting, Social Responsibility Committee and Stakeholders thereafter unblock the votes cast through remote Relationship Committee of the company. He is not a e-Voting in the presence of atleast two (2) director / member of any committee of board of directors witnesses not in the employment of the Company of any other company. He does not hold any shares in and make, not later than three days of the the Company and he is not related to any other directors conclusion of the meeting, a consolidated of the Company. Scrutinizer's Report of the total votes cast in None of the other Directors and Key Managerial Personnel favour or against, if any, to the Chairman or of the Company and their relatives is concerned or a person authorized by him in writing who shall interested, financially or otherwise in the resolution set countersign the same. out at Item no.3. XVI. The Chairman or a person authorized by him By order of the board in writing shall declare the results forthwith. Chennai N SIVALAI SENTHILNATHAN XVII.The results declared along with the Scrutinizer's 20th May 2015 General Manager - Finance and Report shall be placed on the Company's Company Secretary website www.wabcoindia.com immediately after Registered office: the result is declared and simultaneously CIN: L34103TN2004PLC054667 communicated to the stock exchanges where Plot No 3 (SP), III Main Road the shares of the Company are listed. Ambattur Industrial Estate, Chennai 600 058. 8


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    WABCO INDIA LIMITED Statement pursuant to Section 102 of the Companies Act, 2013. Item No. 5 He was Branch Purchasing Director of VALEO, France Ms. Lisa Brown was appointed as a non executive non and he was associated with VALEO from 1995 to 2013. independent director by the Board of Directors of the He has served as SQA and Quality manager, Purchasing Company with effect from 23rd January, 2015 in the Director of VALEO before joining WABCO Group. casual vacancy caused by the resignation of Mr. Michael The Board recommends his appointment as a director E. Thomson. He would have retired at the forthcoming liable to retire by rotation in view of his vast knowledge Annual General Meeting had he not resigned. Ms. Brown and experience. Mr. Jorge is interested in the resolution will hold office upto the date of this Annual General at item no.6 of the Notice since it relates to his own Meeting, in terms of Section 161(4) of the Companies appointment as a Director. He does not hold any shares Act, 2013. in the Company and he is not related to any other Ms. Brown holds Bachelor of Laws, University of Derby, director of the Company. None of the other Directors and and she is a registered Trade Mark Attorney and member Key Managerial Personnel of the Company and their of the Institute of Trade Mark Attorneys. She is currently relatives is concerned or interested, financially or Vice President, Legal & Secretary for WABCO Holdings otherwise, in the resolution. The above may also be Inc. regarded as a disclosure as required by Clause 49 of Before joining WABCO Holdings Inc., she was associated the Listing Agreement. with SSL International Plc, London, United Kingdom in Item No. 7 various positions including as Group Head of Legal and Intellectual Property until March 2011. She joined WABCO Pursuant to Section 148 of the Companies Act, 2013 Holdings Inc, where she served as Senior Legal Counsel and Rule 4 of Companies (Cost Records and Audit) until May 2015. Rules, 2014 including amendments and re-enactments She does not hold any shares in the Company and she and clarifications issued by the Ministry of Corporate is not related to any other director of the Company. The Affairs, the Company is required to appoint Cost Auditor Board recommends her appointment as a director liable to audit the cost records of the applicable products of to retire by rotation in view of her vast knowledge and the Company. experience. Based on the recommendation of the Audit Committee Ms. Brown is interested in the resolution at Item no.5 at its meeting held on 20th May, 2015, the Board has, of the Notice since it relates to her own appointment considered and approved the appointment of Mr. A.N as a Director. None of the other Directors and Key Raman, as Cost Auditor for the financial year 2015-16 Managerial Personnel of the Company and their relatives on a remuneration of Rs.4,00,000/- plus applicable taxes is concerned or interested, financially or otherwise in the and reimbursement of out of pocket expenses at actuals. resolution set out at Item no.5. The above may also be The remuneration payable to Mr. Raman requires to be regarded as a disclosure as required by Clause 49 of ratified by the Members at the forthcoming Annual General the Listing Agreement. Meeting. Hence, the resolution at item no.7 of the Notice. None of the other Directors and Key Managerial Personnel Item No. 6 of the Company and their relatives is concerned or Mr. Jorge Solis was appointed as a non executive non interested, financially or otherwise, in the resolution. independent director by the Board of Directors of the Company with effect from 20th May, 2015 in the casual The Board recommends this resolution for approval of vacancy caused by the resignation of Mr. Leon Liu. the Members. Mr. Liu would have retired at the forthcoming Annual Item No. 8 General Meeting had he not resigned. Mr. Jorge will hold office upto the date of this Annual General Meeting, in WABCO Europe BVBA (WABCO Europe) is a related terms of Section 161(4) of the Companies Act, 2013. party as defined in Clause 49(VII) of the listing Agreement between the Company and the Stock Exchanges on Mr. Jorge holds Bachelor's Degree in Industrial and Systems which the Company's shares are listed, since the Company Engineer from ITESM, Mexico and holds Masters in Business is a fellow subsidiary of WABCO Europe BVBA, Administration. He has over 20 years of experience in automotive industry and he is currently associated with headquartered at Brussels, Belgium. WABCO Global as Vice-President for DLSC Business unit WABCO Europe is one the major overseas customers (BU Drive Line and Suspension controls). of the Company. The orders placed by WABCO Europe 9


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    WABCO INDIA LIMITED are progressively growing year after year, which has year ended 31st March 2015 and to the similar transactions significantly contributed to the increase in the Company's proposed to be entered into by the Company with WABCO turnover and profits. During the year ended 31st March Europe in the course of the financial year ending 2015 the following transactions were entered into by the 31st March 2016. Company with them: Pursuant to Clause 49 (VII) of the Listing Agreement Amount such approval of members is to be obtained by a special S.No. Nature of transaction resolution. Hence, the special resolution at Item No.8 of (Rs. In Lakhs) the Notice. Voting by related parties on the special 1. Sale of Automotive Components resolution will be governed by the applicable provisions by the Company 12,414.80 of the Listing Agreement. 2. Services rendered by the Company 2,398.23 Agreements have been entered into by the Company with 3. Services availed by the Company 552.98 WABCO Europe in this regard and the material terms Total 15,366.01 are: a) Credit terms of 90 days from the date of invoice; b) Warranty for a period of 12 months for the product The annual consolidated turnover of the Company as per specifications; and c) Mark-up on cost of raw materials, the last audited financial statement (for the financial year conversion cost and other relevant expenses. ended 31st March 2014) is Rs. 1,137.91 Crores. The total Mr. Trevor Lucas, Ms. Lisa Brown, Mr. Jorge Solis and transactions work out to about 14% of the company's Mr. P. Kaniappan may be deemed to be interested in turnover for 2013-14. Since this is in excess of the the above special resolution by virtue of their holding threshold limit of 10%, the transactions would be "material senior management positions in WABCO Europe and / transactions" with a related party in terms of the revised or in other associate concerns of WABCO Europe. None Clause 49(VII) of the Listing Agreement effective from of the other directors and key managerial personnel of 1st October, 2014. Such material transactions require the Company and their relatives, is concerned or approval of the Shareholders of the Company by a interested, financially or otherwise in this item of business. special resolution. The board recommends this resolution to the members for their approval. The Company expects further growth in similar By order of the board transactions with WABCO Europe in the course of the financial year ending 31st March 2016, which are also likely to be "material transactions". Hence approval of Chennai N SIVALAI SENTHILNATHAN the members is being sought to the above material 20th May 2015 General Manager - Finance and related party transactions entered into for the financial Company Secretary 10


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    WABCO INDIA LIMITED Directors’ report to the shareholders The directors have pleasure in presenting the eleventh annual report 4. CAPITAL EXPENDITURE and the audited accounts for the financial year ended 31st March 2015. Capital expenditure of Rs.90 crores is planned for the year 2015-16. 1. FINANCIAL HIGHLIGHTS 5. DIRECTORS Rs. in lakhs Mr. Michael E. Thompson (DIN: 5334715) resigned from the Board Details Year ended Year ended with effect from 5th November 2014. Ms. Lisa Brown (DIN: 31.03.2015 31.03.2014 7053317) was appointed as a Director in the resulting casual Sales (net) 1,34,796.34 1,11,070.09 vacancy, at the board meeting held on 23rd January, 2015. Ms. Lisa Brown, will hold office upto the ensuing annual general Other income 2,029.89 2,721.18 meeting of the Company. A notice has been received from a Total revenue from operations 1,36,826.23 1,13,791.27 member along with the prescribed deposit of Rs. 1 Lakh proposing her appointment as a non-executive non independent director at Gross profit before interest the eleventh annual general meeting of the company. and depreciation 22,365.32 19,336.25 Mr. Leon Liu (DIN: 771554) resigned from the Board with effect Finance costs 36.09 14.46 from 16th April 2015. Mr. Jorge Solis (DIN: 7119701) was appointed Depreciation 4,666.37 3,215.09 as Director in the resulting casual vacancy, at the board meeting held on 20th May, 2015. Mr. Jorge Solis, will hold this office upto Profit before tax 17,662.86 16,106.70 the ensuing annual general meeting of the Company. A notice Provision for taxation (including has been received from a member along with the prescribed deferred tax and tax relating deposit of Rs. 1 Lakh proposing his appointment as a non- to earlier years) 5,596.82 4,358.92 executive non independent director at the eleventh annual general meeting of the Company. Profit after tax 12,066.04 11,747.78 Mr. Trevor Lucas (DIN: 1627818), retires at the ensuing annual Surplus brought forward general meeting of the Company, being eligible, offers himself for from previous year 49,648.51 40,210.29 re-appointment. Total 61,714.55 51,958.07 In compliance with Clause 49 of the Listing Agreement, a brief resume and other required information about the directors who Appropriations: are being appointed/re-appointed are given in the notice convening Proposed dividend 948.38 948.38 the annual general meeting of the Company. Dividend tax payable 198.45 161.18 Mr. Vincent Pickering (DIN: 5256840), has resigned from the Board with effect from 21st May 2015 vide his resignation letter Transfer to general reserve – 1,200.00 dated 20th May, 2015. Surplus in profit & loss account 60,567.72 49,648.51 The independent directors continue to fulfill the criteria of 61,714.55 51,958.07 independence as defined under Section 149(6) of the Companies Act, 2013 ("the Act") and requisite declarations in terms of Section 149(7) of the Act have been received. 2. DIVIDEND 6. AUDITORS The board of directors has recommended a dividend of Rs.5/- per share for the year ended 31st March 2015 absorbing a sum Messrs S.R. Batliboi & Associates LLP, Chartered Accountants, of Rs.948.38 lakhs for approval of the shareholders at the ensuing Chennai were appointed as Statutory Auditors at the Annual annual general meeting. General Meeting held on 22nd July 2014 for a period of 5 (five) years from conclusion of tenth annual general meeting until the 3. PERFORMANCE conclusion of fifteenth annual general meeting, subject to During the year 2014-15, sales of medium and heavy commercial ratification at every annual general meeting of the Company. vehicles (M & H CV), grew by 17% over the previous year. The Board recommends the ratification of their continuation as The Company achieved a total revenue from operations and other Auditors. The Company has received a confirmation from the income of Rs.1,368 crores as against a turnover of Statutory Auditors to the effect that they would be eligible for Rs.1,138 crores in the previous year, an increase of 20.2%. such continuation. 11


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    WABCO INDIA LIMITED 7. SECRETARIAL AUDITOR 12.2 Corporate Social Responsibility M/s. S Krishnamurthy & Co., Company Secretaries carried out As required under Section 134(3)(o) of the Companies Act, Secretarial Audit under the provisions of Section 204 of the 2013, details about policy developed and implemented by Companies Act, 2013 for the financial year 2014-15 and submitted the Company on Corporate Social Responsibility initiatives their report, which is annexed to this report. The report does not taken during the year ended 31st March, 2015 are given in contain any qualification. Annexure 2 to this report 8. COST AUDITOR 12.3 Directors' Responsibility Statement Pursuant to Section 148 of the Companies Act, 2013, the Board Pursuant to Section 134(3)(c) of the companies Act, 2013 of Directors of the Company upon recommendation made by the (Act) it is hereby confirmed that; audit committee has appointed Mr. A.N. Raman, Cost Accountant, a. in the preparation of the annual accounts, the applicable as Cost Auditor of the Company for the financial year 2015-16 accounting standards have been followed and there are and has recommended his remuneration to the shareholders for no material departures; their ratification at the ensuing Annual General Meeting. b. the directors had selected such accounting policies and 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS applied them consistently and made judgments and During the year, the Company has not provided any Loans or estimates that are reasonable and prudent so as to give Guarantees to any other company as per the provisions of Section a true and fair view of the state of affairs of the Company 186 of the Companies Act, 2013 and the details of investments as at 31st March, 2015 and of the profit of the Company made are given in the notes to the Financial Statements. for the year ended on that date; c. that directors had taken proper and sufficient care for 10. EVALUATION OF THE BOARD'S PERFORMANCE the maintenance of adequate accounting records in During the year, the Board adopted a formal mechanism for accordance with the provisions of the Act for evaluating its performance and that of its Committees and directors, including the Chairman of the Board. The exercise was safeguarding the assets of the Company and for carried out through a structured evaluation process covering preventing and detecting fraud and other irregularities; various aspects of the functioning of the Board and Committees d. the directors had prepared the annual accounts on a such as their composition, experience & competencies, going concern basis; performance of specific duties & obligations, governance issues e. the directors had laid down internal financial controls to etc. Separate exercise was carried out to evaluate the performance be followed by the Company and that such internal of each individual director including the Board Chairman who financial controls are adequate and were operating were evaluated on parameters such as attendance, contribution at the meetings, independent judgment and other relevant effectively; and aspects. f. the directors had devised proper systems to ensure The Board was satisfied with the evaluation results, which reflected compliance with the provisions of all applicable laws the overall engagement of the Board, Committees and the and that such systems were adequate and operating Directors of the Company. effectively. 11. VIGIL MECHANISM / WHISTLE BLOWER POLICY 13. DISCLOSURES UNDER COMPANIES ACT, 2013 The Company has established vigil mechanism through "WABCO 13.1 Extract of the Annual Return Whistle Blower Policy" to deal with instance of fraud and Details of extracts of the annual return as per Form mismanagement, if any and the whistle blower shall have direct MGT - 9 is enclosed in Annexure 3 to the Directors report. access to the Chairman of the audit committee / Chief Ethics officer of the Company as the case may be, to report any concerns 13.2 Number of Board Meetings or unethical activities. The Board of Directors met four times during the year 2014-15. The details of the Board meetings and the 12. STATUTORY STATEMENTS attendance of the Directors are provided in the Corporate 12.1 Conservation of energy, technology absorption and Governance Report. foreign exchange earnings and outgo Information regarding conservation of energy, technology 13.3 Committees of Board of Directors absorption and foreign exchange earnings and outgo is given Details of memberships and attendance of various in Annexure 1 to this report, as per the requirements of committee meetings are given in Corporate Governance Section 134(3)(m) of the Companies Act, 2013. Report. 12


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    WABCO INDIA LIMITED 13.4 Related Party Transactions matters provided under Section 178(3) of the Companies All related party transactions that were entered into during Act, 2013 is provided in the Corporate Governance Report. the financial year were on an arm's length basis and were 15. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER in the ordinary course of business. There are no related SECTION 197 OF THE COMPANIES ACT, 2013 party transactions made by the Company with Promotors, Directors, Key Managerial Personnel or other designed 15.1 The ratio of the remuneration of each director to the median persons which may have a potential conflict with the interest employee's remuneration for the financial year and such of the Company at large. other details as prescribed are as given below: Name Ratio Certain related party transactions, entered into during the Mr. P. Kaniappan, Managing Director 25.5:1 year ended 31st March 2015 and transactions proposed to Mr. M. Lakshminarayan, Independent Director 2.1:1 be entered into during the year ending 31st March 2016 Mr. D.E. Udwadia, Independent Director 2.1:1 between the Company and WABCO Europe BVBA, which Mr. Narayan K. Seshadri, Independent Director 2.1:1 is fellow subsidiary of the Company, are material in nature and require the approval of members by special resolution Directors other than those mentioned above have not drawn as per the Listing Agreement. A special resolution seeking any remuneration for the financial year 2014-15. shareholders' approval is included in the notice to 15.2 The percentage increase in remuneration of each Director, shareholders. Managing Director, Chief Financial Officer, Company All transactions with related parties are placed before the Secretary, in the financial year: Audit Committee and prior approval of the Audit Committee Mr. M. Lakshminarayan, Chairman * 33% is obtained for related party transactions. The Company Mr. D.E. Udwadia, Director * 33% has developed a Related Party Transactions Policy for the Mr. Narayan K. Seshadri, Director * 33% purpose of identification and monitoring of such transactions. Mr. P. Kaniappan, Managing Director 12% Details of material Related Party Transactions entered by Mr. T.S. Rajagopalan, Chief Financial Officer 6% the Company as required under Section 134(3)(h) of the Mr. N. Sivalai Senthilnathan, Company Secretary 7% Companies Act, 2013 are given in Annexure 4 to this report. * Independent Directors’ commission was increased from Rs.7.5 lakhs to Rs.10 lakhs for the financial year 14. POLICIES 2014-15 14.1 The following policies approved by the Board of Directors of the Company were uploaded in the Company's website 15.3 The percentage increase in the median remuneration of at the web link: http://www.wabco-auto.com/en/ employees in the financial year: 7% investor_relations/wabco_india_investor_relations 15.4 The number of permanent employees on the rolls of 1. Corporate Social Responsibility Policy company as on 31st March 2015 : 1,109 2. Related Party Transaction Policy 15.5 The explanation on the relationship between average increase in remuneration and company performance: 3. Nomination and Remuneration Policy The Company's total revenue grew by 20.2% against which 4. Whistle Blower Policy the average increase in remuneration is 12.2%; and this 14.2 Policy on director appointment and remuneration increase is aligned with the Remuneration Policy of the Company's policy on directors' appointment and Company. remuneration including criteria determining qualification, 15.6 Comparison of the remuneration of the Key Managerial positive attributes, independence of a director and other Personnel against the performance of the Company: 13


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    WABCO INDIA LIMITED During the Financial year 2014-15, the Company's total revenue grew by 20.2% and the percentage of increase in remuneration of the Key Managerial Personal is given below:- Mr. P. Kaniappan, Managing Director 12% Mr. T S Rajagopalan, Chief Financial Officer 6% Mr. N. Sivalai Senthilnathan, Company Secretary 7% 15.7 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL 15.8 Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer/demerger: Date Issued Capital Closing Market EPS PE Market No. of shares Price (In Rs.) Ratio Capitalisation (Rs. per share) (Rs. in Crores) (A) Price on demerger 18967584 142.10 36.82 3.86 269.53 (B) 31.3.2014 18967584 2,024.05 61.94 32.67 3,839.13 (C) 31.3.2015 18967584 5,688.90 63.61 89.85 10,790.46 (D) Increase (B) to (C) Amount (Rs) – 3,664.85 1.67 57.28 6,951.33 (From last year) % – 181% 3% 172% 181% (E) Increase (A) to (C) Amount (Rs) – 5,546.80 26.79 85.99 10,520.93 (From demerger) % – 3,903% 73% 2,227% 3,903% 15.9 No employee is in receipt of remuneration over and above 15.12 The remuneration of directors and employees are as per the managerial remuneration received by executive director the remuneration policy of the Company. of the Company. 15.13 Particulars of Employees 15.10 Average percentage increase already made in the salaries The statement of particulars of employees as per Section of employees other than the managerial personnel in the 197 of the Companies Act, 2013, read with Companies (Appointment & Remuneration of Managerial Personnel) last financial year : 12.35% Rules, 2014, for the year ended 31st March, 2015, is Percentage increase in the managerial remuneration in given in Annexure 5 and forms part of this Report. the last financial year : 8.78% and 16. CORPORATE GOVERNANCE there are no exceptional circumstances for increase in The Company has complied with the provisions of the Listing the managerial remuneration. Agreement concerning corporate governance and a report to this 15.11 The key parameters for any variable component of effect is attached, as required by Clause 49 of the Listing Agreement with the stock exchanges. The certificate issued by remuneration availed by the directors: Independent the auditors of the Company regarding compliance with the directors have been paid sitting fees for attending meetings corporate governance requirements is also annexed to this report. of the Board and Committees and also paid a profit related The Managing Director, (CEO) and the Chief Financial Officer commission, but not exceeding 1% of the net profit of the (CFO) of the Company have certified to the board on financial Company for the financial year. No sitting fee and statements and other matters in accordance with Clause 49(V) of commission is paid to non-executive non-independent the Listing Agreement pertaining to CEO / CFO certification for Directors of the Company. However, with respect to the financial year ended 31st March 2015. Mr. P. Kaniappan, Managing Director of the Company, The management discussion and analysis report, as required by variable component is paid in the form of incentive, as per the Listing Agreement and various disclosures required under the Remuneration Policy of the Company and based on the Companies Act, 2013, is also attached and forms part of this the financial and non-financial parameters. report. 14


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    WABCO INDIA LIMITED 17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT The Company also issues appointment letter to the Independent DIRECTORS Directors which also incorporates their role, duties and The Company has a structured familiarization programme for responsibilities. Independent Directors of the Company which is also extended to other Non-Executive Directors to ensure that Directors are 18. ACKNOWLEDGEMENT familiarized with their function, role, rights, responsibilities and The directors thank the vehicle manufacturers, distributors, vendors the nature of our Business viz., automotive component industry and bankers for their continued support and assistance. The and WABCO global business model, etc., directors gratefully acknowledge the support rendered by WABCO Europe BVBA, Belgium. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the The directors wish to place on record their appreciation of the Board of Directors and all Committees of the Board on various excellent work done by employees of the Company at all levels matters, where Directors get an opportunity to interact with Senior during the year. The directors specially thank the shareholders Management. Presentations, inter alia, cover the Company's for the confidence reposed by them in the Company. strategy, business model, operations, markets, organization For and on behalf of the board structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality Chennai M. Lakshminarayan and such other areas as may arise from time to time. 20th May, 2015 Chairman 15


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    WABCO INDIA LIMITED Annexure - 1 A. CONSERVATION OF ENERGY viii) Provision of New Compressor for Assembly to eliminate Boosters. 1. Measures taken for conservation of energy and for utilizing alternate sources of energy ix) Conversion of Panel Cooler Refrigerant to Air Cooler. i) Upgradation of old machines (HR3A, Takisawa & test rig) x) Introduction of Zero Air leak Solenoid valves at end of lines with new energy efficient high torque servo motor system. to reduce the leakages. ii) Installation of 15 KW Solar power system at roof top to This will result in a saving of about 7.20 Lakhs Units and operate air conditioning and lighting. Rs. 42 Lakhs per annum. iii) Introduction of Air Solenoid in machines to reduce B. TECHNOLOGY ABSORPTION Compressed air consumption during idle stage of machines. iv) Implementing of Adiabatic cooling system for reducing 1. Efforts made towards technology absorption energy in Air Conditioning system. (a) Mathematical model for NLC II 230 cc compressor. v) Introduction of Gas operated fryer instead of electrical fryer (b) Development of PE coating. at canteen. (c) Development of Cataphoretic electro coating process. vi) Replacement of 3 numbers of obsolete Program Logic Control (PLC) and contactors with latest PLC and frequency (d) Development of Laser forming. drive in grinding machines. (e) Automatic data acquisition for SBA endurance. vii) Utilization of waste compressed air from test rig for (f) Rubber parts for wider temperature applications in VBV. component cleaning purpose. viii) Introduction of air blowers instead of compressed air in 3 2. Benefits derived numbers of washing Machines. (a) Market expansion and improved competitive position through ix) Introduction of regulator for air guns to reduce pressure significantly improved products for new markets. from 7 bar to 4 bar. (b) New opportunity in global market by introducing new range The capital investment on energy conservation equipment during of foot brake valve and relay valves. the year was Rs.14 Lakhs. (c) Improved competency for designing products for global The expected saving is about 6.70 Lakhs Units and Rs. 39 market. Lakhs per annum. (d) Acquiring competency in new areas like exhaust pressure modulator. 2. Measures Proposed i) Removal of Oil Coolers from Machines by implementing 3. Details relating to imported technology: (Technology imported Heat reduction kaizen. during the last 5 years reckoned from the beginning of the ii) Provision of LED Lamps instead of CFL Lamps in Office financial year) - Nil areas & Assembly. 4. Expenditure on R & D: Rs. in Lakhs iii) Combination of Hydraulic Power packs from Individual to Capital expenditure 184.83 Multiple Machines. Recurring expenditure (including salaries) 759.84 iv) Introduction of Solar Power for ISD Server. v) Introduction of 15 Watts LED fittings instead of 28 Watts 944.67 Tube light in Machine Shop. C. FOREIGN EXCHANGE EARNINGS AND OUTGO vi) Converting High Pressure lines to Low pressure in all Nut Runners. Rs. in Lakhs vii) Introduction of 90W LED fitting instead of 400W Metal Foreign exchange inflow Rs. 47,445.34 Halide Lamps in Machine shop. Foreign exchange outflow Rs. 21,287.36 16


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    WABCO INDIA LIMITED Annexure - 2 Report on CSR activities for the year ended 31st March 2015 1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. The Company focuses on CSR activities as specified in Schedule VII of the Companies Act 2013 and accordingly the projects have been identified and recommended by the CSR Committee and approved by the Board. The projects have been implemented through internal executive committee. The Company has framed the CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company's website and the web link for the same is :http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations/ 2. The Composition of the CSR Committee a. Mr. M Lakshminarayan - Chairman b. Mr. Leon Liu (upto 15.4.2015) - Member c. Mr. P Kaniappan - Member d. Mr. Trevor Lucas - Member 3. Average net profit of the company for last three financial years: Rs. 18,745.32 Lakhs 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 374.91 Lakhs 5. Details of CSR spent during the financial year. a. Total amount to be spent for the Financial Year 2014-15: Rs.374.91 Lakhs b. Amount unspent, if any; Rs.370.18 Lakhs c. Manner in which the amount spent during the financial year is given below: (Rs. in Lakhs) 1 2 3 4 5 6 7 8 Sl. CSR project or Projects or programs Sector in which the Amount outlay Direct expenses on Cumulative Amount spent: No activity identified 1) Local area or other project is covered (budget) project or projects or programs Expenditure upto Direct or through 2) Specify the state program wise the reporting implementing and district where Overheads - Nil period Agency projects or programs were undertaken 1 Sanitation and Local area: Eradicating hunger, 23.00 4.73 4.73 Direct Preventive health Chennai / Tiruvallur / poverty and care programs Kanchipuram Districts - malnutrition, promoting Tamil Nadu preventive health care, Barabanki District - including sanitation Uttar Pradesh and making available Seraikella - Kharsawan safe drinking water District - Jharkhand & Udham Singh Nagar - Uttarkhand 2 Making available Local area: Eradicating hunger, 5.00 – – – safe drinking water Chennai / Tiruvallur / poverty and Kanchipuram Districts - malnutrition, promoting Tamil Nadu. preventive health care Barabanki District - including sanitation Uttar Pradesh & and making available Seraikella - Kharsawan safe drinking water District - Jharkhand 17


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    WABCO INDIA LIMITED 1 2 3 4 5 6 7 8 3 Promotion of Local area: Promoting education, 12.00 – – – education and Road Chennai / Tiruvallur / including special Safety awareness Kanchipuram Distrcts - education and in all facets of road Tamil Nadu employment enhancing usage Barabanki District - vocation skills Uttar Pradesh Seraikella - Kharsawan District - Jharkhand & Udham Singh Nagar - Uttarkhand 6. Being the first year of formulating and implementing CSR Policy and projects, company is in the process of identifying suitable projects and implementing the selected projects, hence could not spent 2% of the average net profits of last three years. 7. The CSR committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. P. Kaniappan M. Lakshminarayan Managing Director Chairman of CSR Committee 18


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    WABCO INDIA LIMITED Annexure - 3 Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.3.2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS 1. CIN L34103TN2004PLC054667 2. Registration Date 18/11/2004 3. Name of the Company WABCO India Limited 4. Category / Sub-Category of the Company Public Company, Listed by Shares 5. Whether listed company Yes / No Yes 6. Name, Address and Contact details of Sundaram-Clayton Limited (Shares) Registrar and Transfer Agent, if any "Jayalakshmi Estates", 1st Floor, No.29, Haddows Road, Chennai - 600 006 Tel. : 044 - 2827 2233 / 044 - 2830 7700 investorscomplaintssta@scl.co.in II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: Sl. Name and Description of Main Products / NIC code of the % to total turnover No Sevices product / service of the Company 1 Auto components 34300 93.55% Except sale of auto components no other income which contributes more than 10% of the turnover of the Company. III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. Name and Address Holding / Subsidiary of % of shares Applicable No of the Company CIN / GLN the Company held Section 1. WABCO Asia Private Limited NA Holding Company 75% Sec.2(46) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change Shareholders Demat Physical Total % of Demat Physical Total % of during total shares total shares the year A. Promoters 1. Indian a. Individual / HUF – – – – – – – – – b. Central Govt. – – – – – – – – – c. State Govt. – – – – – – – – – d. BodiesCorp. e. Bank/FI – – – – – – – – – f. Any Others – – – – – – – – – Sub-Total-A-(1) – – – – – – – – – 2. Foreign a. NRI-Individuals – – – – – – – – – b. Other Individuals – – – – – – – – – c. Body Corporate 1,42,25,684 – 1,42,25,684 75% 1,42,25,684 – 1,42,25,684 75% Nil d. Bank / FI – – – – – – – – – e. Any Others – – – – – – – – – Sub Total- A(2) 1,42,25,684 – 1,42,25,684 75% 1,42,25,684 – 1,42,25,684 75% Nil Total Share Holder of Promoters(1+2) 1,42,25,684 – 1,42,25,684 75% 1,42,25,684 – 1,42,25,684 75% Nil 19


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    WABCO INDIA LIMITED Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change Shareholders Demat Physical Total % of Demat Physical Total % of during total shares total shares the year B. Public Shareholding 1. Institution a. Mutual Funds 16,49,267 – 16,49,267 8.70% 16,43,684 – 16,43,684 8.67% –0.03 b. Bank / FI 6,002 – 6,002 0.03% 3,065 – 3,065 0.02% –0.01 c. Cent. Govt. – d. State Govt. – e. Venture Capital – f. Insurance Co. g. FIIs 4,74,685 43 4,74,728 2.50% 3,87,471 – 3,87,471 2.04% –0.46 h. Foreign Portfolio Corporate – – – – 69,865 – 69,865 0.37% +0.37 i. Foreign Venture Capital Fund – j. Others – Sub-Total-B(1) 21,29,954 43 21,29,997 11.23% 21,04,085 – 21,04,085 11.10% –0.13 2. Non-Institution a. Body Corp. 7,31,071 1958 7,33,029 3.86% 7,78,717 1,651 7,80,368 4.12% +0.25 b. Individual i. Individual shareholders holding nominal share capital upto Rs. 1 lakh 13,10,488 278239 15,88,727 8.38% 14,62,823 2,31,643 16,94,466 8.92% –0.55 ii. Individual shareholders holding nominal share capital in excess of Rs.1 Lakh 2,59,143 – 2,59,143 1.36% 1,07,856 – 1,07,856 0.57% –0.79 Others NRI (Repatriable) 16,788 – 16,788 0.09% 24,826 – 24,826 0.13% –0.04 NRI (Non-Repatriable) 14,042 174 14,216 0.08% 30,125 174 30,299 0.16% –0.08 Foreign National OCB Trust In Transit – – – – – – – – – Sub-Total-B(2) 23,31,532 2,80,371 26,11,903 13.77% 24,04,347 2,33,468 26,37,815 13.90% –0.13 Net Total (1+2) 44,61,486 2,80,414 47,41,900 25.00% 45,08,432 2,33,468 47,41,900 25.00% – C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group – – – – – – – – – Public – Grand Total (A+B+C) 1,86,87,170 2,80,414 1,89,67,584 100% 1,87,34,116 2,33,468 1,89,67,584 100% – 20


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    WABCO INDIA LIMITED V. SHAREHOLDING OF PROMOTERS Shareholding at the beginning of the year Shareholding at the end of the year % change in Sl. Shareholder’s Name No of Shares % of total shares % of Shares No. of Shares % of total shares % of Shares shareholding No. the Company Pledged / the Company Pledged / during the encumbered encumbered total shares total shares 1 WABCO Asia Private Limited 1,42,25,684 75% – 1,42,25,684 75% – – Note: There is no change in the shareholding of the Promoter Group. VI. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIALPERSONNEL Sl. For each of the Directors and KMP Shareholding at the beginning of the year 01.04.2014 Shareholding at the end of the year 31.03.2015 No. Name of the Director / KMP No. of shares % of total shares of No. of shares % of total shares of the Company the Company 1. Mr. M. Lakshminarayan 50 0.0003% 50 0.0003% 2. Mr. D.E .Udwadia – – – – 3. Mr. Narayan K. Seshadri – – – – 4. Mr. Leon Liu (director till 15.4.2015) – – – – 5. Mr. Trevor Lucas – – – – 6. Mr. Vincent Pickering – – – – 7. Ms. Lisa Brown – – – – 8. Mr. P. Kaniappan – – – – 9. Mr. T.S. Rajagopalan – – – – 10. Mr. N. Sivalai Senthilnathan – – – – Note: No addition or deletion of shares held by Mr. Lakshminarayan, Chairman as well as other directors and Key Managerial Personal during the financial year. 21


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    WABCO INDIA LIMITED VII. TOP 10 SHAREHOLDERS AS ON 31.03.2015 Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT MIDCAP 290,572 01-04-2014 Opening Balance 16-05-2014 Transfer /Sale 5,000 0.03 285,572 1.51 30-05-2014 Transfer /Sale 572 0.00 285,000 1.50 06-06-2014 Transfer /Sale 460 0.00 284,540 1.50 13-06-2014 Transfer /Sale 20 0.00 284,520 1.50 30-06-2014 Transfer /Sale 144 0.00 284,376 1.50 04-07-2014 Transfer /Sale 376 0.00 284,000 1.50 11-07-2014 Transfer /Sale 339 0.00 283,661 1.50 05-09-2014 Transfer /Sale 3,661 0.02 280,000 1.48 12-09-2014 Transfer /Sale 178 0.00 279,822 1.48 19-09-2014 Transfer /Sale 21 0.00 279,801 1.48 10-10-2014 Transfer /Sale 974 0.01 278,827 1.47 17-10-2014 Transfer /Sale 4,000 0.02 274,827 1.45 31-10-2014 Transfer /Sale 209 0.00 274,618 1.45 14-11-2014 Transfer /Sale 2,896 0.02 271,722 1.43 21-11-2014 Transfer /Sale 549 0.00 271,173 1.43 28-11-2014 Transfer /Sale 900 0.00 270,273 1.42 12-12-2014 Transfer /Sale 3,000 0.02 267,273 1.41 31-12-2014 Transfer /Sale 4,019 0.02 263,254 1.39 02-01-2015 Transfer /Sale 300 0.00 262,954 1.39 09-01-2015 Transfer /Sale 1,612 0.01 261,342 1.38 16-01-2015 Transfer /Sale 3,621 0.02 257,721 1.36 23-01-2015 Transfer /Sale 3,000 0.02 254,721 1.34 06-03-2015 Transfer /Sale 721 0.00 254,000 1.34 31-03-2015 Transfer /Sale 404 0.00 253,596 1.34 31-03-2015 Closing Balance 253,596 1.34 TATA AIA LIFE INSURANCE CO LTD-WHOLE LIFE MID CAP EQUITY FUND-ULIF 009 04/01/07 WLE 110 202,370 01-04-2014 Opening Balance 21-11-2014 Transfer /Sale 1,075 0.01 201,295 1.06 28-11-2014 Transfer /Sale 1,600 0.01 199,695 1.05 02-01-2015 Transfer /Sale 305 0.00 199,390 1.05 30-01-2015 Transfer /Sale 3,912 0.02 195,478 1.03 13-02-2015 Transfer /Sale 842 0.00 194,636 1.03 20-02-2015 Transfer /Sale 6,335 0.03 188,301 0.99 27-02-2015 Transfer /Sale 1,000 0.01 187,301 0.99 06-03-2015 Transfer /Sale 2,000 0.01 185,301 0.98 13-03-2015 Transfer /Sale 5,301 0.03 180,000 0.95 31-03-2015 Closing Balance 180,000 0.95 CATAMARAN MANAGEMENT SERVICES PRIVATE LIMITED 150,712 01-04-2014 Opening Balance 31-03-2015 Closing Balance 150,712 0.79 22


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    WABCO INDIA LIMITED Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS LONG TERM EQUITY FUND 95,191 01-04-2014 Opening Balance 04-04-2014 Transfer / Purchase 420 0.00 95,611 0.50 02-05-2014 Transfer / Sale 600 0.00 95,011 0.50 16-05-2014 Transfer / Purchase 3,000 0.02 98,011 0.52 30-06-2014 Transfer / Sale 341 0.00 97,670 0.51 04-07-2014 Transfer / Purchase 3,000 0.02 100,670 0.53 25-07-2014 Transfer / Purchase 7,000 0.04 107,670 0.57 22-08-2014 Transfer / Purchase 1,350 0.01 109,020 0.57 19-09-2014 Transfer / Purchase 10,000 0.05 119,020 0.63 14-11-2014 Transfer / Purchase 10,000 0.05 129,020 0.68 28-11-2014 Transfer / Purchase 1,000 0.01 130,020 0.69 23-01-2015 Transfer / Sale 1,050 0.01 128,970 0.68 30-01-2015 Transfer / Sale 8,000 0.04 120,970 0.64 06-02-2015 Transfer / Purchase 5,000 0.03 125,970 0.66 06-03-2015 Transfer / Purchase 12,500 0.07 138,470 0.73 13-03-2015 Transfer / Purchase 4,000 0.02 142,470 0.75 31-03-2015 Closing Balance 142,470 0.75 IDFC STERLING EQUITY FUND 198,470 01-04-2014 Opening Balance 19-09-2014 Transfer / Sale 57,676 0.30 140,794 0.74 09-01-2015 Transfer / Sale 1,575 0.01 139,219 0.73 16-01-2015 Transfer / Sale 5,000 0.03 134,219 0.71 31-03-2015 Transfer / Sale 1,517 0.01 132,702 0.70 31-03-2015 Closing Balance 132,702 0.70 PINEBRIDGE INVESTMENTS ASIA LIMITED A/C, PINEBRIDGE INVESTMENTS GF MAURITIUS LTD 163,437 01-04-2014 Opening Balance 16-05-2014 Transfer / Purchase 10,000 0.05 173,437 0.91 23-05-2014 Transfer / Purchase 1,508 0.01 174,945 0.92 05-09-2014 Transfer / Sale 7,000 0.04 167,945 0.89 12-09-2014 Transfer / Sale 4,277 0.02 163,668 0.86 19-09-2014 Transfer / Sale 1,685 0.01 161,983 0.85 30-09-2014 Transfer / Sale 20,000 0.11 141,983 0.75 14-11-2014 Transfer / Sale 585 0.00 141,398 0.75 21-11-2014 Transfer / Sale 13,968 0.07 127,430 0.67 05-12-2014 Transfer / Sale 1,553 0.01 125,877 0.66 31-03-2015 Closing Balance 125,877 0.66 23


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    WABCO INDIA LIMITED Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company SBI LIFE INSURANCE CO. LTD. NIL 01-04-2014 Opening Balance 30-09-2014 Transfer / Purchase 70,657 0.37 70,657 0.37 10-10-2014 Transfer / Purchase 5,000 0.03 75,657 0.40 07-11-2014 Transfer / Purchase 100 0.00 75,757 0.40 28-11-2014 Transfer / Purchase 210 0.00 75,967 0.40 05-12-2014 Transfer / Purchase 4,532 0.02 80,499 0.42 12-12-2014 Transfer / Purchase 400 0.00 80,899 0.43 19-12-2014 Transfer / Purchase 5,432 0.03 86,331 0.46 31-12-2014 Transfer / Purchase 90 0.00 86,421 0.46 02-01-2015 Transfer / Purchase 643 0.00 87,064 0.46 23-01-2015 Transfer / Purchase 4,771 0.03 91,835 0.48 13-02-2015 Transfer /Sale 9 0.00 91,826 0.48 20-02-2015 Transfer / Purchase 18 0.00 91,844 0.48 27-02-2015 Transfer / Purchase 3,796 0.02 95,640 0.50 06-03-2015 Transfer / Purchase 3,015 0.02 98,655 0.52 20-03-2015 Transfer /Sale 72 0.00 98,583 0.52 31-03-2015 Closing Balance 98,583 0.52 L AND T MUTUAL FUND TRUSTEE LTD - L AND T EQUITY FUND 112,034 01-04-2014 Opening balance 12-09-2014 Transfer / Purchase 1,000 0.01 113,034 0.60 30-09-2014 Transfer /Sale 17,400 0.09 95,634 0.50 03-10-2014 Transfer /Sale 4,611 0.02 91,023 0.48 28-11-2014 Transfer /Sale 1,200 0.01 89,823 0.47 12-12-2014 Transfer /Sale 6,000 0.03 83,823 0.44 19-12-2014 Transfer / Purchase 1,543 0.01 85,366 0.45 31-12-2014 Transfer / Purchase 2,000 0.01 87,366 0.46 02-01-2015 Transfer / Purchase 3,500 0.02 90,866 0.48 06-03-2015 Transfer /Sale 3,000 0.02 87,866 0.46 31-03-2015 Closing Balance 87,866 0.46 U T I - EQUITY FUND 75,000 04-01-2014 Opening Balance 16-05-2014 Transfer / Purchase 4,252 0.02 79,252 0.42 23-05-2014 Transfer / Purchase 588 0.00 79,840 0.42 20-06-2014 Transfer / Purchase 1,730 0.01 81,570 0.43 06-02-2015 Transfer / Sale 1,095 0.01 80,475 0.42 27-02-2015 Transfer / Sale 28 0.00 80,447 0.42 31-03-2015 Closing Balance 80,447 0.42 RADHA MADHAV INVESTMENTS LTD 78,770 01-04-2014 Opening Balance 31-03-2015 Closing Balance 78,770 0.42 24


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    WABCO INDIA LIMITED VIII.INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment (Rs. In Lakhs) Particulars Secured Loan Unsecured Deposits Total Excluding Deposits Loans Indebtedness Indebtedness at the beginning of the financial year 1.4.2014 1) Principal Amount 2) Interest due but not paid 3) Interest accrued but not due Total of (1 + 2 + 3) Change in Indebtedness during the financial year +Addition NIL -Reduction Net change Indebtedness at the end of the financial year - 31.3.2015 1) Principal Amount 2) Interest due but not paid 3) Interest accrued but not due Total of (1 + 2 + 3) IX REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and / or Manager (Rs. In Lakhs) Sl. No. Particulars of Remuneration Mr. P. Kaniappan, Managing Director 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 84.40 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 4.98 (c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 - 2. Stock Option 3. Sweat Equity 4. Commission - As % of Profit - Others, specify 5. Others, please specify Provident Fund & other Funds 6.96 Performance Bonus 24.81 Total 121.15 Ceiling as per the Act 883.00 B. Remuneration of other directors: Independent Directors Name of Independent Directors Total Amount Particulars of Remuneration M Lakshminarayan D E Udwadia Narayan K Seshadri (Rs. in Lakhs) Fee for attending board and committee meetings and Independent Directors meeting 1.50 3.00 2.25 6.75 Commission * 10.00 10.00 10.00 30.00 Others – – – – Total (1) 11.50 13.00 12.25 36.75 25


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    WABCO INDIA LIMITED Other Non-Executive Directors: Other Non-Executive Total Amount Directors (Rs. in Lakhs) Fee for attending board and committee meetings Commission NIL Others Total (2) - - - - - - - Total B = (1+2) 36.75 Ceiling as per the Act 177.00 No sitting fee and commission paid to Non-executive and non-independent directors of the Company C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs. in Lakhs) Name of the KMP Total Sl. Particulars of Remuneration Mr. T S Rajagopalan Mr. N Sivalai Amount No. Chief Financial Senthilnathan Officer Company Secretary 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 62.73 42.06 104.79 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 0.40 – 0.40 (c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 2. Stock Option 3. Sweat Equity 4. Commission - As % of Profit - Others, specify 5. Others, Provident Fund & other Funds 3.41 2.60 6.01 Performance Bonus 13.57 4.59 18.16 Total (C) 80.11 49.25 129.36 X. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: Type Section of the Brief Details of Penalty / Punishment / Authority [RD / Appeal made, if Companies Act Description Compounding fees imposed NCLT / COURT] any (give details) A. COMPANY Penalty Punishment NIL Compounding B. DIRECTORS Penalty Punishment NIL Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment NIL Compounding 26


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    WABCO INDIA LIMITED Form No. AOC - 2 Annexure - 4 (Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) 1. Details of contracts or arrangements or transactions not at arm's length basis: Nil 2. Details of material contracts or arrangement or transactions at arm's length basis. (Rs.in Lakhs) Name(s) of the Nature of contracts / Duration of the Salient terms of the Date(s) of approval related party and arrangements / transactions contracts or arrangements by the Board, if any: nature of relationship transactions or transactions including the value, if any: Sale of goods 01.04.2014 to 31.03.2015 Mark-up on cost of raw 12,414.80 20.05.2014 materials, conversion cost and other relevant expenses WABCO Europe BVBA, Rendering of services 01.04.2014 to 31.03.2015 Mark-up on 2,398.23 20.05.2014 a fellow subsidiary cost of salary, rent Availing of services 01.04.2014 to 31.03.2015 and orther relevant 552.98 20.05.2014 expenses Note: There is no advance amount paid. M. Lakshminarayan Chairman Annexure - 5 Statement under Section 197 (12) of the Companies Act, 2013, read with the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015. 1. Employed throughout the year and were in receipt of remuneration at the rate of not less than Rs. 6,000,000/- per annum Sl. Name of the employee Date of Designation Qualification Age Experience Remuneration Last No. Joining Years Employment 1. P. Kaniappan 20/02/2008 Managing B. Tech, M.Sc, 55 33 12,115,952 Sundaram- Director Engg., (Warwick), Clayton Ltd. Executive MBA 2. Rajagopalan T S 25/12/2008 Chief B.Com., ACA, 57 32 80,11,247 Sundaram- Financial Officer AICWA, ACS, Clayton Ltd. CFA, CMA & Executive MBA 3. Dinesh Shyamsundar 02/09/2011 Leader, Software B.E., 52 29 62,06,550 Varroc Development Engineering Centre Pvt. Ltd. 4. Narayanamurthy G 20/02/2008 Sr. Vice President B.E., 59 37 76,93,461 Sundaram- - Marketing Clayton Ltd. 2. Employed for part of the year and were in receipt of remuneration at the rate of not less than Rs. 500,000/- per month. Sl. Name of the employee Date of Designation Qualification Age Experience Remuneration Last No. Joining Years Employment 1. Selvamani S.** 20/02/2008 Sr. Vice President B.E. 61 35 1,06,79,700 Sundaram- -R&D Clayton Ltd. Notes: 1. * Remuneration shown above includes Salary, Allowance, Medical, Leave Travel Assistance, Leave Encashment, Arrears of Salary, Bonus, contribution towards Provident Fund, Gratuity and value of perquisites as per income tax rule. 2. ** Mr. S. Selvamani, retired from the services on 8th January, 2015. 3. Nature of employment is contractual. 4. None of the above employees is related to any director of the Company. 5. No employee holds more than 2% of shares in the Company. 27


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    WABCO INDIA LIMITED Annexure - 6 Form No. MR-3 Secretarial Audit Report for the financial year ended 31st March 2015 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, (c) The Securities and Exchange Board of India (Delisting of The Members, Equity Shares) Regulations, 2009; WABCO India Limited, (d) The Securities and Exchange Board of India (Registrars CIN: L34103TN2004PLC054667 to an issue and share transfer agents) Regulations, 1993 Plot No.3, Third Main Road, regarding the Companies Act, 2013 and dealing with client; Ambattur Industrial Estate, and Chennai - 600058 (e) The Securities and Exchange Board of India (Issue of We have conducted a secretarial audit of the compliance of applicable Capital and Disclosure Requirements) Regulations, 2009. statutory provisions and adherence to good corporate practices by (vi) The Special Economic Zones Act, 2005 and The Special M/s. WABCO India Limited (hereinafter called "the Company"). Economic Zones Rules, 2006, which are specifically applicable The Secretarial Audit was conducted in a manner that provided us a to the Company, since one of the Company's units is located in reasonable basis for evaluating the corporate conducts/statutory a Special Economic Zone. compliances and expressing our opinion thereon. (vii) The Listing Agreements entered into by the Company with: Based on our verification of M/s. WABCO India Limited's books, papers, (a) BSE Limited; minute books, forms and returns filed and other records maintained by (b) National Stock Exchange of India Limited; and the Company and also the information provided by the Company, its (c) Madras Stock Exchange Limited (upto 21st December officers, agents and authorized representatives during the conduct of 2014). secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2. We are informed that, for the financial year ended on 31st March 2015, complied with the statutory provisions listed hereunder and also 2015: that the Company has proper Board-processes and compliance- (i) The Company was not required to maintain books, papers, mechanism in place to the extent, in the manner and subject to the minute books, forms and returns filed or other records according reporting made hereinafter. The members are requested to read this report to the provisions of the following Regulations and Guidelines along with our letter of even date annexed to this report as Annexure - A. prescribed under the Securities and Exchange Board of India 1. We have examined the books, papers, minute books, forms and Act, 1992 (SEBI Act): returns filed and other records maintained by M/s. WABCO India (a) The Securities and Exchange Board of India (Issue and Limited (the Company) for the financial year ended on 31st March Listing of Debt Securities) Regulations, 2008; 2015 according to the applicable provisions of: (b) The Securities and Exchange Board of India (Buyback of (i) The Companies Act, 2013 (the Act) and the rules made Securities) Regulations, 1998; and thereunder. (c) The Securities and Exchange Board of India (Employee (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and Stock Option Scheme and Employee Stock Purchase the rules made thereunder. Scheme) Guidelines, 1999. (ii) There are no other laws specifically applicable to the company (iii) The Depositories Act, 1996 and the regulations and bye-laws the books, papers, minute books, forms and returns of which framed thereunder. were required to be examined by us for the purpose of this (iv) Foreign Exchange Management Act, 1999 and the rules and report. regulations made thereunder to the extent of Foreign Direct 3. We have not examined compliance with the Secretarial Standards Investment, Overseas Direct Investment and External 1 and 2 issued by The Institute of Company Secretaries of India as Commercial Borrowings. they become applicable only from 1st July 2015. (v) The following Regulations and Guidelines prescribed under the 4. During the period under review, the Company has complied with Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- the provisions of the Acts, Rules, Regulations and Agreements (a) The Securities and Exchange Board of India (Substantial mentioned under paragraph 1 above, to the extent applicable. Acquisition of Shares and Takeovers) Regulations, 2011; 5. We further report that: (b) The Securities and Exchange Board of India (Prohibition (i) The Board of Directors of the Company is duly constituted with of Insider Trading) Regulations, 1992; proper balance of Executive Directors, Non-Executive Directors 28


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    WABCO INDIA LIMITED and Independent Directors. The Board has also appointed a (iv) There are adequate systems and processes in the company woman director. The changes in the composition of the Board commensurate with the size and operations of the company to of Directors that took place during the period under review were monitor and ensure compliance with applicable laws, rules, carried out in compliance with the provisions of the Act. regulations and guidelines. (ii) Adequate notice is given to all directors to schedule the Board (v) During the audit period the Company has voluntarily delisted Meetings. Notice of Board meetings were sent at least seven its shares from Madras Stock Exchange Limited with effect days in advance. Agenda and detailed notes on agenda were from 22nd December 2014. sent less than seven days before the meeting, since there was no statutory requirement during the year to send them seven days in advance of the meeting. For S Krishnamurthy & Co., (iii) A system exists for directors to seek and obtain further Company Secretaries, information and clarifications on the agenda items before the meetings and for their meaningful participation at the meetings. Majority decision is carried through. We are informed that there K. Sriram were no dissenting members' views on any of the matters during Partner the year that were required to be captured and recorded as Date : 20th May 2015 Membership No: F6312 part of the minutes. Place : Chennai Certificate of Practice No:2215 Annexure - A to Secretarial Audit Report dated 20th May 2015 To, 5. We have obtained the Management's representation about the The Members, compliance of laws, rules and regulations and happening of events, WABCO India Limited, wherever required. CIN: L34103TN2004PLC054667 6. While forming an opinion on compliance and issuing the secretarial Plot No.3, Third Main Road, audit report, we have also taken into consideration the compliance Ambattur Industrial Estate, related action taken by the Company after 31st March 2015 but before Chennai - 600058 the issue of the report. Our Secretarial Audit Report of even date is to be read along with 7. We have considered compliance related actions taken by the this letter Company based on independent legal / professional opinion obtained 1. Maintenance of secretarial records and compliance with the as being in compliance with law, wherever there was scope for provisions of corporate and other applicable laws, rules, regulations, multiple interpretations, especially since the financial year ended standards is the responsibility of the management of the Company. 31st March 2015 was the first full financial year in which the Our responsibility is to express an opinion on the secretarial records Companies Act, 2013 became operational and also on account of produced for our audit. the listing agreement with the stock exchanges undergoing major amendments from 1st October 2014. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness 8. The Secretarial Audit report is neither an assurance as to the future of the contents of the secretarial records. viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. 3. We verified the records on a test basis to see whether the correct facts are reflected in the secretarial records. We also examined the For S Krishnamurthy & Co., compliance procedures followed by the Company on a test basis. Company Secretaries, We believe that the processes and practices we followed provide a K. Sriram reasonable basis for our opinion. Partner 4. We have not verified the correctness and appropriateness of financial Date : 20th May 2015 Membership No: F6312 records and books of accounts of the Company. Place : Chennai Certificate of Practice No:2215 29


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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 2014-15 at 5.6% was marginally higher than the GDP of 2013-14. Table -1 shows India's real GDP growth rates (at factor cost) for various sectors broadly from 2010-11 to 2014-15. Sector 2010-11 2011-12 2012-13 2013-14 2014-15 (Forecast) Agriculture 8.6 5.0 1.42 4.71 2.9 Industry 7.5 7.8 0.96 0.35 3.6 Services 9.6 6.5 6.96 6.78 7.0 GDP (constant prices) 8.9 6.6 4.47 4.74 5.6 Source: Reserve Bank of India - Publications, Government of India. The GDP growth in 2014-15 is driven by a significant growth in industrial production. Industrial Growth: Table - 2 M & H CV Production and Sales numbers. On a cumulative basis in Apr'14 - March '15, IIP registered Figures in units a growth of 2.82% as compared to previous year negative Category 2013-14 2014-15 Growth growth of 0.1%. M & H CV production 2,21,556 2,68,553 21% ii. Indian Commercial Vehicle Industry: M & H CV Sales 2,24,431 2,63,407 17% The Indian Commercial Vehicle (CV) Industry has witnessed a sign of recovery from its lackluster performance over Source: SIAM past two years. Medium & Heavy Commercial Vehicle (M & H CV) is the major contributor for the out-performance II. Business outlook and overview of CV industry which grew around 17%. Positive market The macroeconomic situation in India has improved significantly sentiment, resolution of the mining imbroglio and real during the year and current account deficit has contracted, the spends on infrastructure are key factors to trigger a growth fiscal deficit target has been met, and investment project approvals in the CV industry. are accelerating. In addition government's policy to boost the manufacturing and service sector and commitment to resolve However in 2014-15, sale of Light Commercial Vehicles mining and infra projects will give positive outlook for the year (LCV) declined by 13.8% as compared to the previous 2015-16. But high inflation, tax complexity, unpredicted monsoon year. Performance of LCV market largely depends on and global slowdown continues to be a cause of concern for India overcapacity issues and constrained financing environment in the next year. which were unfavorable to the LCV market and which is Growth: The economic growth outlook for the year 2015-16 is expected to perform reasonably in near future. to be in the range of 7.5% to 8% as estimated by various rating The competitive intensity in the domestic CV industry has agencies and Government and international bodies, on the back increased over the past five years as new OEMs have of a high investment inflow, GDP growth coupled with new initiatives entered the market while existing players have ventured for manufacturing and service sector and accelerated project into new segments and expanded their sales-cum-service clearance. The mining sector is expected to overcome the recent network. past repercussion on government policy issues. Inflation & Monetary Context: For more than a year now, inflation From fleet operator's perspective, sharp decline in diesel rates, moderate interest rates and hike in freight charges continues to remain untamed. Meanwhile, leakages in the food by railways impacted positively and operators were able and petroleum sectors, the two key drivers of inflation persist. And to operate with full capacity which impacted positively in critical road and rail infrastructure projects are progressing only their cash flow and enhanced the sale of M & H CV. slowly, preventing Indian businesses from exploiting the shortest Table 2 shows the growth in production and sales of M possible routes to efficiently transport food, raw materials and & H CV from 2013-14 to 2014-15. petroleum products. The Reserve Bank of India (RBI) aims to 30


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    WABCO INDIA LIMITED guide consumer price inflation to below 8% by January 2015 - ALUMINIUM and gradually to 4% over a three year horizon as part of its In the domestic market aluminum Ingot prices rose by 12.2% process to move toward an inflation-targeting monetary policy during April to Dec 2014. Although domestic demand during this framework. As a favourable monsoon last year is limiting food cost period was low with consumption declining by 7.9%, prices rose gains, consumer price inflation has dropped in the past few on the back of improved global demand. The London Metal months. The RBI noted that conditional on enduring disinflation; Exchange (LME) index marginally rose by 3% y-o-y during further monetary tightening is not anticipated in the near term. Jan - Dec 2014, the impact on price contributed due to weaker Indian rupee against dollar by 4% y-o-y , in overall the procurement III. Opportunities & Threats prices had an impact of 5% higher in 2014 compared to 2013. The Company provides safety and vehicle control solutions to With demand for aluminum rising, we expect the production cuts the commercial vehicle segment of the automotive industry. In imposed by manufacturers to be lifted in the coming months. connection to this, the Anti-Lock Brake Systems (ABS) legislation China has increased its aluminum production even when other for M3 and N3 vehicles is getting implemented from Q3 major producers implemented production cuts. This increase in 15-16 which will result in increased business. Local market supply is expected to cap the rise in aluminum prices globally growth opportunities through increase in content per vehicle in to 3.4 percent in 2015-16. However the domestic market may the form of introducing new systems / technologies like Automated witness a higher percent of increase during 2015 if the rupee Manual Transmission (AMT), Automatic Slack Adjusters, Lift Axle weakens further against USD. control valve, Air Disc Brake, higher capacity compressors etc. Since, major growth is expected from ABS and new technological The Jawaharlal Nehru National Urban Renewal Mission products, new product launch at the right time will be the focus (JNNURM) tender Phase II has been renamed as Atal Mission area. Suitable measures to ensure on time launch and supplies for Rejuvenation and Urban Transformation (AMRUT). The bus of new products have been factored in the company's operating program will be completed under JNNURM Phase I and urban plan. The OEM customers across the world would continue their transformation of 500 cities and towns will begin under AMRUT pressure on price reduction from their suppliers. The Company as a 10 year program. This is likely to boost the CV sector as plans to mitigate this risk through cost reduction initiatives such production of trucks and buses will be essential for this as design to cost, localization, process optimization and sourcing infrastructure change. from the best cost countries. In the Aftermarket side, further potential in retro fitment of Anti- Risk Management: Lock Brake Systems (ABS) for buses and LCV segment is being The Company has laid down procedures to inform Board members explored. Our focused efforts in Trailer segment have-boosted about the risk assessment and minimization procedures. These the sales considerably and Trailer Anti-Lock Brake Systems procedures are periodically reviewed to ensure that executive (TABS) and Trailer Electronic Brake Systems (TEBS) are also management controls risk through means of a properly defined continued to be explored in this segment. framework. As a measure of improving the safety in passengers transport, zero leak programs at public transports, school and college V. Internal control system and their adequacy buses are being carried out. Distributor branches are increasing The Company has a proper and adequate system of internal their presence in B & C towns and that is resulting in availability controls to ensure that all assets are safeguarded and protected of genuine parts in remote locations. Our authorized service against loss from unauthorized use or disposition thereof. All center network is expanding and currently we have 200 service transactions are authorized, recorded and reported correctly. The centers with Pan India presence to cater the customer internal controls are checked by internal auditors. The observations requirements. These initiatives would result in improved service made by them, management action and time frame are reviewed practices, availability of genuine parts and generate additional by the audit committee of the Board of Directors. Concerns if revenue for the Company. any are reported to the Board. The company's competitors have an active presence in India VI. Operations review and are trying to establish a base through new investments in production and R & D facilities. A. Manufacturing WIN 2.0 was a transformation initiative taken to change IV. Risks and concerns the mindset of employees at all levels and across locations. The cyclical nature of the Indian commercial vehicle industry This was largely successful and gave good results in (Company's major customer segment) might affect the demand. operations, supply chain and delivery performance. Our In 2015-16, operating expenses are likely to rise with the expected key customers have recognized and appreciated the increase in prices of key raw materials. transformation. 31


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    WABCO INDIA LIMITED In 2013-14, the Company completed the construction of The standardization of the quality procedures is aligned its plant near Lucknow in the State of Uttar Pradesh and with QS 9000 / TS 16949 requirements. The Company is in 2014-15, the manufacturing activities have increased certified for TS 16949. and become manufacturing hub for north and central India TQM is a way of life at the Company. 100% participation customers. WABCO Owned warehouse in Pune was in employee involvement has been successful for the past established during 2014-15 to cater to the needs of 15 consecutive years. customers located in western India. Company initiated "Lean Equipment Development center" for frugal, high Employees have completed more than 173 projects by quality, low cost capital investments in new projects. applying statistical tools through QC Circles in 2014-15. The average number of suggestions implemented per The Company's manufacturing facilities horning the best employee is 48 in 2014-15 which is close to international practices such as Total Quality Management (TQM), Total benchmark. Productive Maintenance (TPM) and Lean Manufacturing and has best-in-class practices for safety, work environment, QC circle, Cross functional teams of employees participated water and energy conservation. These initiatives are in external competitions conducted by industry bodies, deployed companywide to achieve significant improvement Automotive Component Manufacturers Association (ACMA), in productivity and reduction in manufacturing cost. Confederation of Indian Industry (CII), Association of Overseas Technical Scholarship (AOTS, Japan) and won Continuous improvement actions are implemented to prizes. improve manufacturing quality and productivity in all the manufacturing locations, challenging site layouts for more compact & efficient floor space utilization in Ambattur & C. Cost management Mahindra City plant. This helps in increasing the sales The Company continues its rigorous focus on its costs within the current floor space which is fully utilized now. through an effective cost deployment system. Value engineering and continuous change in design for easy During the year under review, the company obtained awards application are the major cost reduction factors. Cost and appreciation from customers, which include, "Quality reduction workshops are conducted periodically to identify Award" from Ashok Leyland Pant Nagar", "IMEA Gold cost reduction opportunities on various product groups. award" from Frost & Sullivan for Mahindra World City plant, Some of the strategies for cost reduction include material "Silver Trophy for Star Performer in Exports" from EEPC change, process change, source change etc. Commodity INDIA, "Award of Honor" for Ambattur plant and "Safety sourcing from prime producers helps in managing the cost Appreciation" award for Mahindra World City plant from effectively and efficiently. National Safety Council and NABL accreditation of materials & metrology lab for Ambattur Plant. Other significant cost reduction projects include; • Usage of new generation cutting tools, thereby B. Quality improving the productivity levels. The quality system at the plants aims at achieving total customer satisfaction through its focus on improving product • 100 % returnable packing used during delivery of quality to world standards. This is achieved through total materials to key customers. employee involvement and continuous improvement culture. • Truck load optimization, production optimization for Rigorous usage of poka-yokes, utilization of statistical tools voluminous parts at Pant Nagar and Lucknow. for process optimization and control also contribute towards improving the product quality. Deploying global best practices • Enhanced usage of Adiabatic cooling systems for like "8 steps of Quality Fundamental", "VDA 6.3" standards, chillers & utilizing third party power to reduce energy helped us to reduce the defects significantly. 60% of our cost. assembly lines are certified for 8 steps of Quality fundamentals, • Low cost automation to improve the productivity. 24 assembly lines were upgraded for making them robust enough to prevent the generation of defects. Also new warranty D. Information Technology process to do level zero inspection at customer end helped The Company uses ERP system that integrates all business in speedy analysis and resolution of failures. processes across the Company as well as customers and The same rigor introduced in supplier process to improve suppliers. During the year, the Company has focused on the child part quality. Front loading of quality deliverables further leveraging the ERP system by creating new plant in new projects is introduced to improve the new product configuration in SAP for Aftermarket business in Lucknow. quality. Special focus was given towards paperless office wherein 32


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    WABCO INDIA LIMITED e-CAPEX & e-REVEX system, Online Medical Management develop a cohesive work environment between supervisor and system, Online NABL certification etc. have been subordinate which enables them to complement each other and implemented to eliminate the non-value added activities. enhance their individual capabilities. On the infrastructure front, the Company has implemented server Virtualization for business continuity, and Bring Your As of 31st March 2015, the Company had 1109 employees on Own Device (BYOD) concept for messaging solutions. its rolls. VII. Human Resource Development VIII. Environment & Safety The Company focuses on attracting and retaining the best talent Safety management is integrated with the overall Safety Health and enjoys a good brand image across leading educational and Environment (SHE) management system. Further, the institutions and talent pool. The current average hiring speed Company successfully observed "Safety Months" programs and of the lateral talent is within 80 days. The Company blends conducted various safety awareness events for the employees. successfully mid career recruitment with internally grown talent Chennai plant has been awarded with EHS Excellence award through a globally robust managed talent management process. from CII Southern India for implementing the best EHS practices Rewards and recognition system is in place to retain and provide with 4 star rating. fast track growth for high potential employees. Talent Retreat workshops are undertaken every year by the Leadership to The Company won the State Safety Award from Tamil Nadu identify such high potential employees and facilitate career moves Government for the best safety practices implementation and within India and Global sites. Our Voluntary attrition rate is at also awarded with Award of Honour from National Safety Council, 4.69%, while similar Industry attrition rates are at an average Tamil Nadu chapter for the best SHE practices. of 11.6%. IX. Community development and social responsibility Potential talents are sponsored to overseas and inland universities As a corporate citizen, the Company believes in its social for developing their capabilities to handle new technologies and responsibility and community development activities. This year management practices. Customized management development the team planned to contribute to the society through internal programs have been developed in partnership with reputed educational institutions to hone the leadership skills of the senior engagement of employees, resources and driving activities which executives. “Next Gen” Leadership programs were conducted to would help the needy. identify and nurture critical mass of young, talented individuals Your Company has taken various initiatives for community with the potential to occupy key positions in the Company. “Let's development during the year which are dealt in the CSR Report Get Acquainted” is another unique initiative - a platform to annexed to Directors’ Report. 33


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    WABCO INDIA LIMITED X. Financial statement Year ended 31st March 2015 Year ended 31st March 2014 Particulars Rs. in lakhs % Rs. in lakhs % Sales (net) 134,796.34 98.52% 111,070.09 97.61% Other income 2,029.89 1.48% 2,721.18 2.39% Total income 136,826.23 100% 113,791.27 100% Raw materials consumed 79,003.25 57.74% 63,287.63 55.62% Changes in inventories of finished goods and WIP 290.68 0.21% 99.35 0.09% Staff cost 14,344.87 10.48% 12,525.48 11.01% Stores & tools consumed 5,101.63 3.73% 4,676.50 4.11% Power & fuel 1,991.88 1.46% 1,966.17 1.73% Repairs & maintenance 1,261.29 0.92% 1,099.38 0.97% Other expenses 12,467.31 9.12% 10,800.51 9.49% Finance costs 36.09 0.03% 14.46 0.01% Depreciation 4,666.37 3.41% 3,215.09 2.83% Total expenditure 119,163.37 87.09% 97,684.57 85.85% Profit before tax 17,662.86 12.91% 16,106.70 14.15% Provision for taxation 5,596.82 4.09% 4,358.92 3.83% Profit after tax 12,066.04 8.82% 11,747.78 10.32% 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. 34


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    WABCO INDIA LIMITED Report on corporate Governance 1. Company's philosophy on code of governance with the requirements of composition of the board as per The Company believes in transparency, professionalism and the Listing 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 for planning their schedules to participate in the meetings. 2.1 Composition and category of directors: During the year 2014-15, the Board met 4 times on As of 31st March 2015, the total strength of the Board 20th May 2014, 21st July 2014, 20th October 2014 and of Directors (the board) was eight directors. All the directors 23rd January 2015 and the gap between two meetings did except the Managing Director are Non-Executive Directors. not exceed 120 days. Out of the seven Non-Executive Directors, three Directors viz., Messrs. M Lakshminarayan (Chairman), D E Udwadia 2.3 Attendance and other directorships: and Narayan K Seshadri are independent directors. The details of attendance of the Directors at the board Chairman is not related to any promoter of the Company meetings, during the year, and at the last Annual General as defined under Clause 49 of the Listing Agreement. Meeting held on 22nd July 2014 and also the number of The number of Independent Directors is more than one other directorships and committee memberships / third of Board's total strength. Thus, the Company meets chairmanships as on 31st March 2015 are 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 6 2 1 P Kaniappan MD-NI 4 Yes - - - Narayan K Seshadri $ NE-I 4 Yes 15 6 3 D E Udwadia NE-I 4 Yes 14 8 1 Leon Liu $ (Upto 15/4/2015) NE-NI 1 No 12 - - Trevor Lucas NE-NI 3 Yes - - - Vincent Pickering $ NE-NI 2 Yes 34 - - Lisa Brown (From 23/1/2015) NE-NI 1 NA - - - Michael E Thompson (Upto 4/11/2014) NE-NI - No 1 - - * includes private companies. ** includes committees where the director is also chairman. $ includes directorship in foreign companies. ! Memberships and chairmanship of Audit Committee and Stakeholders relationship committee C-I : Chairman Independent MD-NI : Managing 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. 35


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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 Apart from this, the observations of audit carried out by services rendered by the statutory auditors; 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 directors. 4) To examine the financial statement and the auditors' report thereon; The board also reviews the declarations made by the Managing Director, General Manager - Legal and General 5) To approve transactions of the Company with related Manager - Finance and Company Secretary of the Company parties and modifications thereof; 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 Company's website www.wabcoindia.com. 10) To call for the comments of the auditors about internal 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 2015. The annual report contains a declaration may discuss any related issues with the internal and to this effect signed by the Managing Director and General statutory auditors and the management of the Manager - Finance and Company Secretary of the Company Company. as compliance officer for the Code. 11) To investigate any activity within its terms of reference 2.6 Appointment of directors: of the Companies Act, 2013 or referred to it by the In terms of Clause 49(VIII)(E) of the Listing Agreement Board and for its purpose, shall have full access to with the Stock Exchanges, a brief resume of directors, information contained in the records of the Company proposed to be appointed / re-appointed, nature of their and external professional, legal or other advice, if expertise in specific functional areas, their other directorships necessary; and committee memberships, their shareholdings and their 12) To seek information from any employee; relationships with other directors are provided in the notice 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 36


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    WABCO INDIA LIMITED submission to the board for approval, with particular 22) To discuss with statutory auditors before the audit reference to: commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area a) matters required to be included in the Director's of concern; Responsibility Statement to be included in the Board's report in terms of Clause (c) of sub- 23) To look into the reasons for substantial defaults in section 3 of Section 134 of the Companies Act, the payment to the shareholders (in case of non- 2013; payment of declared dividends) and creditors; b) changes, if any, in accounting policies and practices 24) To review the functioning of the Whistle Blower and reasons for the same; mechanism; 25) To approve appointment of CFO (i.e., the Whole-time c) major accounting entries involving estimates based Finance Director or any other person heading the on the exercise of judgment by management; finance function or discharging that function) after d) significant adjustments made in the financial assessing the qualifications, experience and statements arising out of audit findings; background, etc. of the candidate; e) compliance with listing and other legal Carrying out any other function as is mentioned in the requirements relating to financial statements; terms of reference of the Audit Committee from time to f) disclosure of any related party transactions; and time. g) qualifications in the draft audit report. The auditors of the Company and the key managerial 16) To review, with the management, the quarterly financial personnel shall have a right to be heard in the meetings statements before submission to the board for approval; of the Audit Committee when it considers the auditor's report but shall not have the right to vote. 17) To review, with the management, the statement of uses / application of funds raised through an issue 3.2 Composition, name of members and the chairman of the (public issue, rights issue, preferential issue, etc.), the Audit Committee: statement of funds utilized for purposes other than those stated in the offer document / prospectus / As of date, the Audit Committee consists of the following notice and the report submitted by the monitoring directors: agency monitoring the utilisation of proceeds of a Name of the directors - public or rights issue, and making appropriate Status Messrs recommendations to the Board to take up steps in Non-executive, this matter; Narayan K Seshadri Independent director 18) To review, with the management, performance of Non-executive, internal auditors, adequacy of the internal control D E Udwadia Independent director systems; Non-executive, Trevor Lucas 19) To review the adequacy of internal audit function, if Non-Independent director any, including the structure of the internal audit department, staffing and seniority of the official heading Mr Narayan K Seshadri, Independent Director, is the the department, reporting structure coverage and Chairman of the Audit Committee. Mr N Sivalai frequency of internal audit; Senthilnathan, General Manager - Finance and Company Secretary of the Company acts as the Secretary of the 20) To discuss with internal auditors any significant findings Audit Committee. and follow up there on; Chairman of the Audit Committee was present at the 21) To review the findings of any internal investigations annual general meeting held on 22nd July 2014. The by the internal auditors into matters where there is composition of the committee is in accordance with the suspected fraud or irregularity or a failure of internal requirements of Clause 49 of the Listing Agreement and control systems of a material nature and reporting the Section 177 of the Companies Act, 2013. The particulars matter to the board; of meetings and attendance by the members of the 37


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    WABCO INDIA LIMITED committee during the year under review are given in the Composition, name of members and the chairman of the table below: Committee; Date of the Members present As of date, the Committee consists of the following directors: meeting Messrs Name of the directors - Narayan K Seshadri and Status 20th May 2014 Messrs D E Udwadia Narayan K Seshadri, Non-executive, 21st July 2014 Narayan K Seshadri D E Udwadia and Trevor Lucas Independent director Narayan K Seshadri, Non-executive, 20th October 2014 M Lakshminarayan D E Udwadia and Trevor Lucas Independent director Narayan K Seshadri, Non-executive, 23rd January 2015 D E Udwadia D E Udwadia and Trevor Lucas Independent director 4. Disclosures Non-executive, Leon Liu (Upto 15.04.2015) 4.1 The materially significant related party transactions entered Non-Independent director into during the year as disclosed elsewhere in the report did Non-executive, not have potential conflict with the interests of company at Vincent Pickering Non-Independent director large. Mr Narayan K Seshadri, Independent Director, is the Chairman 4.2 There were no instances of non-compliances by the Company, of the Nomination and Remuneration Committee. Mr N Sivalai penalties and strictures imposed on the Company by the Stock Senthilnathan, General Manager - Finance and Company Exchanges or SEBI or any other statutory authorities on any Secretary of the Company acts as the Secretary of the Nomination matter related to the capital markets during the last three and Remuneration Committee. The particulars of meetings and years. attendance by the members of the committee during the year 4.3 The Company has a Whistle Blower Policy and no personnel under review are given in the table below: is denied the access to the audit committee. Date of the Members present 4.4 Disclosure by senior management personnel meeting Messrs Narayan K. Seshadri, M. Lakshminarayan, The senior management personnel have made disclosure to 20th May 2014 D.E. Udwadia and Leon Liu the board relating to all material, financial and other transactions stating that they did not have personal interest that could result Narayan K. Seshadri, M. Lakshminarayan, 21st July 2014 D.E. Udwadia and Vincent Pickering in a conflict with the interest of the Company at large. Narayan K. Seshadri, 4.5 The Managing Director (CEO) and Chief Financial Officer 23rd January 2015 M. Lakshminarayan and D.E. Udwadia (CFO) of the company have certified to the board on financial and other matters in accordance with Clause 49 of the Listing 5.1 Nomination and Remuneration Policy Agreement pertaining to CEO/CFO certification for the financial As required under Section 178(3) of the Companies Act, 2013 year ended 31st March 2015. the Company's Nomination and Remuneration Policy is hosted 4.6 Compliance with mandatory / non-mandatory requirements: in the website: http://www.wabco-auto.com/investor-relations/ The Company has complied with all applicable mandatory wabco-india-investor-relations. requirements in terms of Clause 49 of the Listing Agreement. The non-mandatory requirements have been adopted to the 5.2 Remuneration to Non-Executive Directors extent and in the manner as stated under the appropriate Remuneration by way of sitting fee for attending the meeting headings detailed elsewhere in this report. of Board and committees and commission on profit not exceeding the limit specified in the Companies Act, 2013 is 5. Nomination and Remuneration Committee paid to independent directors of the Company. No remuneration The Board constituted a Nomination and Remuneration Committee including sitting fee and commission on profit is paid to in terms of Section 178 of the Companies Act, 2013. non-executive and non-independent directors of the Company. 38


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    WABCO INDIA LIMITED 5.3 Particulars of remuneration paid to the Managing Director As of date, the Stakeholders Relationship Committee during the financial year 2014-15: consists of the following directors:- (Rs. in lakhs) Name of the directors - Name of the Contribution Perquisites Perfor- Status Messrs director Salary to PF and & mance Total Non-executive, Mr other funds Allowances Bonus D E Udwadia Independent director P Kaniappan 84.40 6.96 4.98 24.81 121.15 Executive, P Kaniappan Non-Independent director Presently, the Company does not have a scheme for grant Non-executive, of any stock option either to the executive directors or Trevor Lucas Non-Independent director employees. Mr D E Udwadia, Independent Director, is the Chairman 5.4 Particulars of sitting fees and commission paid / payable of the Stakeholders Relationship Committee. As required to non-executive directors / non-executive independent by Securities and Exchange Board of India (SEBI), directors and directors during the financial year 2014-15. Mr N Sivalai Senthilnathan General Manager - Finance and Name of the Sitting fee Commission Total Company Secretary of the Company has been appointed directors - Messrs (Rs.) (Rs.) (Rs.) as Compliance Officer. For any clarification / complaint, M Lakshminarayan 1,50,000 10,00,000 11,50,000 the shareholders may contact Mr N Sivalai Senthilnathan, D E Udwadia 3,00,000 10,00,000 13,00,000 General Manager- Finance and Company Secretary of the Company at sivalaisenthilnathan.n@wabco-auto.com. Narayan K Seshadri 2,25,000 10,00,000 12,25,000 The particulars of meetings and attendance by the members Total 6,75,000 30,00,000 36,75,000 of the committee during the year under review are given in the table below: As approved by the shareholders by passing special resolution at the Annual General Meeting held on 22nd July Date of the Members present 2014, non-executive independent directors are being paid meeting Messrs commission not exceeding 1 % of the net profits of the D E Udwadia and 20th May 2014 Company. P Kaniappan D E Udwadia, Other non-executive directors, Messrs Leon Liu, Trevor 21st July 2014 P Kaniappan and Trevor Lucas Lucas, Vincent Pickering, Lisa Brown and Michael Edward D E Udwadia, Thompson have waived the sitting fees payable to them. 20th October 2014 P Kaniappan and Trevor Lucas During the year, the Company paid Rs. 44,750 to 23rd January 2015 D E Udwadia and Trevor Lucas M/s. Udwadia, Udeshi & Argus Partners, Solicitors & Advocates, Mumbai, as fees for professional services that The committee oversees and reviews all matters connected were provided by the said firm to the Company on specific with share transfers, issue of duplicate share certificates legal matters entrusted to them from time to time. and other issues pertaining to shares. The committee also Mr D E Udwadia is a partner of M/s. Udwadia, Udeshi looks into the redressal of investors' grievances pertaining & Argus Partners. The Board does not consider the firms' to transfer of shares, non-receipt of balance sheet, association with the Company to be of any material nature non-receipt of declared dividends, etc. The Company, as so as to affect the independence of judgement of a matter of policy, disposes investor complaints within a Mr D E Udwadia as a Director of the Company. span of seven days. Complaints received and redressed during the year Mr M Lakshminarayan holds 50 shares and all other 2014-15 are: directors do not hold any share in the Company. There are no other material pecuniary relationships or transactions No. of complaints received during the year 7 of the non-executive directors' vis-à-vis of the Company. No. of complaints resolved during the year 7 None of the directors is related to each other. No. of complaints pending unresolved as on 31.3.2015 – 6. Stakeholders Relationship Committee: 6.2. All the complaints were resolved and, as on 31st March 6.1 The Stakeholders Relationship Committee 2015, no complaint was pending. All requests for Composition, name of members and the chairman of the dematerialization of shares were carried out within the Stakeholders Relationship Committee: stipulated time period. 39


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    WABCO INDIA LIMITED 7. Secretarial Audit 9.2 Special resolutions passed in the previous three annual A qualified practising company secretary carried out secretarial general meetings: audit on a quarterly basis to reconcile the total admitted capital Approval of Shareholders by way of Special Resolution with National Securities Depository Limited (NSDL) and Central was obtained at the Annual General Meeting held on Depository Services (India) Limited (CDSL) and the total issued 22.7.2014 pursuant to Section 197 of the Companies Act, and listed capital and placed the report for perusal of the Board. 2013 for payment of commission to Non-executive and The secretarial audit report confirms that the total issued and Independent Directors of the Company for a sum not listed capital is in agreement with the total number of shares in physical form and the total number of shares in dematerialized exceeding 1% of the net profit of the Company computed form held with NSDL and CDSL. in accordance with Section 198 of the Act, for a period of five years viz., from 1st April 2014 to 31st March, 2019 8. Corporate Social Responsibility Committee (CSR Committee) None of the subjects placed before the shareholders in The Board constituted a Corporate Social Responsibility the last / ensuing Annual General Meeting required / Committee in terms of Section 135 of the Companies Act, 2013. requires approval by a postal ballot. Composition, name of members and the chairman of the Committee. 10. Delisting from Madras Stock Exchange Ltd (MSE) As of date, the Committee consists of the following directors: In terms of SEBI circular dated 30th May, 2012 guidelines on Name of the directors - voluntary exit option provided to the Stock Exchanges, Madras Status Messrs Stock Exchange (MSE) has filed an application for the voluntary Non-executive, exit as a Stock Exchange on 26th May, 2014 with Securities M Lakshminarayan Independent director and Exchange Board of India (SEBI). MSE has written to the Non-executive, company stating that the company may delist its shares from Leon Liu (Upto 15.4.2015) Non-Independent director MSE under the provisions of SEBI (Delisting of Equity Shares) Executive, Regulations, 2009. P Kaniappan Non-Independent director In this connection your Company has passed a resolution at Non-executive, Trevor Lucas the Board meeting held on 20th October, 2014, for voluntary Non-Independent director delisting from MSE and filed an application on 5th December, Mr M Lakshminarayan, Independent Director, is the Chairman 2014. Accordingly your company's shares were delisted from of the CSR Committee. Mr N Sivalai Senthilnathan, General MSE with effect from 22nd December, 2014. Manager - Finance and Company Secretary of the Company acts as the Secretary of the CSR Committee. The particulars Your company shares will continue to be listed in NSE (National of meetings and attendance by the members of the committee Stock Exchange Ltd) and BSE (BSE Ltd) having nationwide during the year under review are given in the table below: trading terminals and the investors have access to trade and deal in company's shares across the country. Date of the Members present meeting Messrs 11. Unclaimed Shares M Lakshminarayan, 23rd January 2015 Pursuant to Clause 5A(II) of the Listing Agreement, equity shares P Kaniappan and Trevor Lucas aggregating to 26,391 of Rs.5/- each held by 411 equity Details of CSR report and activities carried out by the Company shareholders were lying unclaimed (hereinafter referred to as as required under Section 135 of the Companies Act, 2013 are "unclaimed shares"). The aforesaid unclaimed shares were given in annexure to the Directors report dematerialized and transferred to "WABCO India Limited- 9. General body meeting: Unclaimed Suspense Account" (hereinafter referred to as 9.1 Location and time where the Annual General Meetings "Unclaimed suspense account") on behalf of the shareholders were held during the last three years. after providing three remainders and a public announcement in Year Location Date Time newspapers before transferring. 2011-12 The Music Academy, 25.07.2012 10.00 A.M. We request those shareholders who do not possess original New No. 168, share certificate with them, to contact our Share Transfer Agent, 2012-13 (Old No. 306), 24.07.2013 10.00 A.M. Sundaram-Clayton Limited to obtain their shares either by T.T.K. Road, dematerialized form or physical form as desired by the shareholder. 2013-14 Chennai 600 014 22.07.2014 10.45 A.M. 40


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    WABCO INDIA LIMITED Details of Unclaimed suspense account as on 31.3.2015 14.2 Financial year : 1st April to 31st March Particulars No. of No. of Financial calendar Shareholders Shares 2014-15 (Tentative) : No. of Shares transferred to Unclaimed suspense account as Financial reporting for on 20.01.2015 411 26,391 the quarter ending : Financial calendar No. of Shares transfer request 30th June 2015 : between 15th and 31st July 2015 received and transferred to the 30th September 2015 : between 15th and 31st October 2015 shareholders on request till 31.03.2015 1 16 Closing balance of shares lying in 31st December 2015 : between 15th and 31st January 2016 the Unclaimed suspense account 31st March 2016 : between 15th and 30th May 2016 as on 31.03.2015 410 26,375 Annual General Meeting 12. Complaints received under Sexual Harassment of Women at (next year) : July / August 2016 Work Place (Prevention, Prohibition and Redressal) Act, 2013 14.3 Date of book closure : 29th July 2015 to 30th July 2015 Your company has a robust system for prevention of sexual (both days inclusive) harassment of women in the Company. No. of complaint received and the status as on 31.03.2015 is given below: 14.4 Particulars of dividend payment The board of directors had recommended a dividend of No. of Complaints at the beginning of the year Nil Rs.5.00 per share for the year 2014-15, absorbing a sum No. of Complaints received during the year of Rs.948.38 lakhs, and subject to the approval of the ended 31.03.2015 Nil shareholders in the ensuing annual general meeting. This dividend will be paid on or before 7th August 2015. No. of Complaints pending at the end of the year Nil 14.5 Listing on Stock Exchanges: 13. Means of communication Name of the stock exchange Stock code 13.1 Quarterly results: BSE Ltd. (BSE) 533023 The unaudited quarterly financial results of the Company National Stock Exchange of India Ltd. (NSE) WABCOINDIA were published in the English and vernacular newspapers. ISIN allotted by depositories INE342J01019 These are not sent individually to the shareholders. (Company ID Number) 13.2 Newspapers wherein results normally published: (Note: Annual listing fees for the year 2014-15 have been duly paid to the above stock exchanges). The results are normally being published in any one of the English newspapers, namely "Times of India", "The 14.6 Market Price Data: (Amount in Rupees) Hindu", "Business Line", or "Financial Express" and the National Stock Exchange Bombay Stock Exchange Tamil version in a Tamil daily viz., "Dinamani". Share Price Share Price Month 13.3 Website: High Low High Low The Company has in place a web site addressed as April-14 2225 1910 2300 1910 www.wabcoindia.com. The unaudited results, quarterly compliance report on corporate governance and the May-14 2640 2086 2630 2092 quarterly shareholding pattern as filed with the Stock June-14 3667 2465 3570 2510 Exchanges are published in Company website. July-14 3692 3300 3700 3315 The Company makes use of its website for publishing August-14 3725 3202 3725 3219 official news releases and presentations, if any, made to institutional investors / analysts. September-14 4000 3516 4000 3513 October-14 4075 3580 4050 3612 14. General shareholder information November-14 4548 3534 4600 3560 14.1 Annual general meeting: December-14 4780 4100 4769 4113 Date and time : 30th July 2015 at 10.00 a.m. January-15 5400 4420 5400 4450 Venue : "The Music Academy", February-15 5444 4750 5439 4769 New No. 168 (Old No. 306) March-15 5810 5004 5799 5000 T.T.K. Road, Chennai 600 014. 41


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    WABCO INDIA LIMITED 14.7 Performance of WABCO India shares against the d) Pursuant to Clause 47(c) of the Listing Agreement with Performance of BSE Sensex and NSE CNX Nifty Stock Exchanges, certificates, on half-yearly basis, will be issued by a Company Secretary-in-practice for due Stock performance indexed to 100 as on 1st April 2014 compliance of share transfer formalities by the Company. WABCO India Vs BSE Sensex performance e) Pursuant to SEBI (Depositories and Participants) 300 Regulations, 1996, certificates from a Company 250 Secretary-in-practice for timely dematerialization of the shares of the Company and for conducting a secretarial 200 audit on a quarterly basis for reconciliation of the share 150 capital of the Company will be obtained. f) The Company, as required under Clause 47(f) of the 100 Listing Agreement, has designated the following 50 e-mail IDs, namely investorscomplaintssta@scl.co.in (share transfer agent) / sivalaisenthilnathan.n@wabco- 0 auto.com (compliance officer) for the purpose of Apr-2014 May- 14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-2015 Feb-15 Mar-15 registering complaints, if any, by the investors and WABCO India BSE Sensex expeditious redressal of their grievances. g) The shareholders are, therefore, requested to WABCO India Vs NSE CNX Nifty performance correspond with the STA at the address mentioned 300 elsewhere in this report for any change of names and 250 queries pertaining to the shareholding and dividends etc. 200 14.8 Shareholding pattern as on 31st March 2015: 150 Particulars No. of % to shares held total 100 (a) Shareholding of Promoter and 50 Promoter Group 0 (1) Indian - Bodies Corporate – – Apr-2014 May- 14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-2015 Feb-15 Mar-15 (2) Foreign- Bodies Corporate 1,42,25,684 75.00 WABCO India NSE CNX Nifty Total Shareholding of Promoter and promoter Group (A) 1,42,25,684 75.00 (b) Public Shareholding Share Transfer Agents (STA) and share transfer system: 1. Institutions a) With a view to rendering prompt and efficient service (a) Mutual Funds 16,43,684 8.67 to the investors, Messrs Sundaram-Clayton Limited (SCL), which has been registered with SEBI as the (b) Banks, Financial Institutions, Insurance Companies 3,065 0.023 Share Transfer Agent (STA) in Category II, has been (Central, State Government appointed as the STA of the Company. Institutions, Non-Government The shareholders have also been advised about this Institutions) appointment of STA to handle share registry work (c) Foreign Institutional Investors 3,87,471 2.04 pertaining to both physical and electronic segments of (d) Any Other - Foreign Portfolio the Company. Investor 69,865 0.37 b) All matters connected with the share transfer, both Sub Total Institutions 21,04,085 11.10 physical and electronic, dividends and other matters are 2. Non - Institutions handled by the STA located at the address mentioned a) Bodies Corporate 7,80,368 4.12 elsewhere in this report. b) Individuals <1 lakh 16,94,466 8.92 c) Shares lodged for transfer will be processed within 15 c) Individuals >1 lakh 1,07,856 0.57 days from the date of lodgement, if the documents are d) NRI - Repartiable 24,826 0.13 clear in all respects. All requests for dematerialization e) NRI - Non - Repartiable 30,299 0.16 of securities are processed and the confirmation will be given to the depositories within 15 days. Grievances Sub Total Non - Institutions 26,37,815 13.90 received from investors and other miscellaneous Total (B) 47,41,900 25.00 correspondence on change of address, mandates etc Grand Total (A) +(B) 1,89,67,584 100.00 will be processed by the STA within 7 days. 42


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    WABCO INDIA LIMITED 14.9 Distribution of Shareholding as on 31st March 2015: V. KH 159-162, 164 Village Dhakauli Shareholding No. of % No. of % Nawabganj, Barabanki Dewa Road, (Range) Shares Members Somaiya Nagar, Barabanki Upto 5,000 18,67,637 9.85 20665 99.54 Lucknow, Uttar Pradesh 225 123 Tel. : 05248 230065 5,001 - 10,000 2,59,014 1.37 34 0.16 10,001 - 20,000 3,97,704 2.10 26 0.13 Software Design Centre: 20,001 - 50,000 7,13,502 3.76 22 0.11 "Ispahani Centre", 5th & 7th Floor, 123/124 Nungambakkam High Road, 50,001 - 1,00,000 5,18,686 2.73 7 0.03 Chennai 600 034. 1,00,001 & above 152,11,041 80.19 7 0.03 Tel : 044-2828 5000 Total 189,67,584 100.00 20,761 100.00 Fax : 044-2833 2212 14.10 Dematerialization of shares and liquidity: 14.13 Address for investors Correspondence: Out of 47,41,900 shares held by persons other than promoters, 44,61,486 shares have been dematerialised as (i) For transfer / dematerialisation Sundaram-Clayton Limited on 31st March 2015 accounting for 94.09%. of shares, payment of dividend Share transfer department 14.11 The Company has not issued any Global Depository on shares and any other query “Jayalakshmi Estates” Receipt / American Depository Receipt / Warrant or any relating to the shares of the No. 29, Haddows Road, convertible instrument, which is likely to have impact on Company. Chennai 600 006. the Company's equity. (ii) for any query on non-receipt Tel : 044 2828 4959 14.12 Plant locations: of annual report; and 044 2827 2233 Factories: I. Plot No. 3 (SP), III Main Road, Fax : 044 2825 7121 Ambattur Industrial Estate, Chennai 600 058. (iii) for investors grievance & Email : Tel : 044 4224 2000 general correspondence raman@scl.co.in Fax : 044 4224 2009 investorscomplaintssta@scl.co.in II. Large Sector, Adityapur Industrial Area, info.india@wabco-auto.com Gamharia, Seraikella-Kharsawan District, sivalaisenthilnathan.n@wabco-auto.com Jharkhand 832 108. Tel : 0657 661 6800 15. Non-mandatory disclosure Fax : 0657 238 7997 The non-mandatory requirements have been adopted to the III. Unit - 1 & Unit - 2 at: extent and in the manner as stated under the appropriate Plot No. AA8, Central Avenue, headings detailed below: Auto Ancillary SEZ, 15.1 The Board: Mahindra World City, Natham Sub-Post, Chengalpet, During the year, the Ministry of Corporate Affairs (MCA) Kancheepuram District 603 002 has notified most of the provisions of the Companies Act, Tamil Nadu 2013 and made applicable with effect from 1.4.2014 viz., Tel. : 044 3090 1200 appointment of woman director, evaluation of performance of each director and of the Board as a whole and report IV. Plot No.11, Sector 4, SIDCUL, on Corporate Social Responsibility etc., IIIE Pantnagar, Udham Singh Nagar, Accordingly, the Company has made disclosures in the Uttarakhand - 263 153 Annual Report and complied with the applicable provisions Tel. : 05944 250885 of the Companies Act, 2013 43


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    WABCO INDIA LIMITED 15.2 Shareholder rights: Consolidation of Multiple Folios: The quarterly results of the Company are published in Shareholders, who have multiple folios in identical names are English and vernacular newspapers and also displayed on requested to apply for consolidation of such folios and send the the Company's website, namely www.wabcoindia.com. relevant share certificates to the Company. The results are not sent to the shareholders individually. Registration of Nominations: 15.3 Audit Qualifications: The statutory financial statements of the Company are Nomination in respect of shares - Section 72 of the Companies unqualified. Act, 2013 provides facility for making nominations by shareholders in respect of their holding of shares. Such nomination greatly 16. Request to shareholders facilitates transmission of shares from the deceased shareholder Shareholders are requested to follow the general safeguards / to his / her nominee without having to go through the process procedures as detailed hereunder in order to serve them efficiently of obtaining succession certificate / probate of the Will etc. and avoid risks while dealing in securities of the Company. It would therefore be in the best interests of the shareholders holding shares in physical form registered as a sole holder to make such Demat of Shares: nominations. Shareholders, who have not availed nomination facility, Shareholders are requested to convert their physical holding to are requested to avail the same by submitting the nomination in demat / electronic form through any of the depository participants Form SH-13 to the Company or STA. This form will be made (DPs) to avoid any possibility of loss, mutilation etc. of physical available on request. Shareholders holding shares in demat form share certificates and also to ensure safe and speedy transaction are advised to contact their DP's for making nominations. in securities. Registration of Electronic Clearing Service (ECS) Mandate: ECS Updation of address: helps in quick remittance of dividend without possible loss / delay Shareholders are requested to update their addresses registered in postal transit. Shareholders, who have not earlier availed this with the Company, directly through the STA to receive all facility, are requested to register their ECS details with the STA communications promptly. or their respective DPs. Shareholders, holding shares in electronic form are requested Transfer of shares in physical mode: to deal only with their depository participant (DP) in respect of change of address and furnishing bank account number, etc. Shareholders should fill in complete and correct particulars in the securities transfer form, for expeditious transfer of shares. Wherever SMS Alerts: applicable, registration number of power of attorney should also Shareholders are requested to note that National Securities be quoted in the transfer deed at the appropriate place. Depository Limited (NSDL) and Central Depository Services Shareholders, whose signatures have undergone any change over (India) Limited (CDSL) have announced the launch of SMS alert a period of time, are requested to lodge their new specimen facility for demat account holders whereby shareholders will signature duly attested by a bank manager to the STA. receive alerts for debits / credits (transfers) to their demat Shareholders are requested to note that as per SEBI circular no. accounts a day after the transaction. These alerts will be sent MRD/DoP/Cir -05/1009 dated 20th May 2009, it is mandatory for to those account holders who have provided their mobile numbers transferees to furnish a copy of Permanent Account Number (PAN) to their Depository Participants (DPs). for registration of transfer of shares to be held in physical mode. No charge will be levied by NSDL / CDSL on DPs providing In case of loss / misplacement of share certificates, Shareholders this facility to shareholders. This facility will be available to should immediately lodge a FIR / Complaint with the police and investors who request for the same and provide their mobile inform the Company / STA with original or certified copy of numbers to the DPs. Further information is available on the FIR / acknowledged copy of complaint for marking stop transfer website of NSDL and CDSL namely www.nsdl.co.in and of shares. www.cdslindia.com, respectively. 44


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    WABCO INDIA LIMITED Timely encashment of dividends: SCORES. The Company processes the investor complaints Shareholders are requested to encash their dividends promptly through this system and updates status periodically. to avoid hassles of revalidation / losing their right of claim owing In line with the circular No. NSE/LIST/C/2011 dated to transfer of unclaimed dividends beyond seven years to Investor 29th September 2011 from the National Stock Exchange of India Education and Protection Fund. Ltd, (NSE) the Company now uploads its quarterly shareholding As required by SEBI, shareholders are requested to furnish pattern, corporate governance report, financial results, corporate details of their bank account number and name and address announcements through a web based application designed for of the bank for incorporating the same in the warrants. This corporates by NSE called NEAPS. would avoid wrong credits being obtained by unauthorized persons. Information in respect of unclaimed dividends due for remittance Shareholders who have not encashed their dividend warrants into IEPF is given below: in respect of dividends declared for the year ended 31st March, 2008 and for any financial year thereafter may contact the PARTICULARS OF UNCLAIMED DIVIDEND Company and surrender their warrants for payment. Financial Date of Date of transfer to Date of transfer Shareholders are requested to note that the dividend not claimed year Declaration special account to IEPF for a period of seven years from the date they first became 2007-08 due for payment shall be transferred to "Investors Education and (2nd interim) 20.08.2008 25.09.2008 25.09.2015 Protection Fund" (IEPF) in terms of Section 125 of the Companies 2008-09 Act, 2013. Shareholders are requested to note that as per the (1st Interim) 08.12.2008 13.01.2009 13.01.2016 Companies Act, 2013, unclaimed dividends once transferred to 2009-10 26.08.2010 01.10.2010 01.10.2017 IEPF will not be refunded. 2010-11 27.07.2011 01.09.2011 01.09.2018 Web based applications - SEBI / NSE 2011-12 25.07.2012 30.08.2012 30.08.2019 In line with the circular No. CIR/OIAE/2/2011 dated 3rd June 2012-13 24.07.2013 24.08.2013 24.08.2020 2011 from SEBI, the investors' complaints are now centrally 2013-14 02.07.2014 25.08.2014 25.08.2021 monitored through web based complaints redressal system called 45


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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, 2015. Chennai P KANIAPPAN N SIVALAI SENTHILNATHAN th 20 May, 2015 Managing 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, 2015, 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, 2015 Membership No. 053315 46


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    WABCO INDIA LIMITED Independent Auditors’ report To perform the audit to obtain reasonable assurance about The Members of WABCO INDIA LIMITED whether the financial statements are free from material misstatement. Report on the Financial Statements An audit involves performing procedures to obtain audit We have audited the accompanying financial statements evidence about the amounts and disclosures in the financial of WABCO INDIA LIMITED ("the Company"), which statements. The procedures selected depend on the comprise the Balance Sheet as at March 31, 2015, the auditor's judgment, including the assessment of the risks Statement of Profit and Loss and Cash Flow Statement of material misstatement of the financial statements, for the year then ended, and a summary of significant whether due to fraud or error. In making those risk accounting policies and other explanatory information. assessments, the auditor considers internal financial control Management's Responsibility for the Financial relevant to the Company's preparation of the financial Statements statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances The Company's Board of Directors is responsible for the but not for the purpose of expressing an opinion on whether matters stated in Section 134(5) of the Companies Act, the Company has in place an adequate internal financial 2013 ("the Act") with respect to the preparation of these controls system over financial reporting and the financial statements that give a true and fair view of the effectiveness of such controls. An audit also includes financial position, financial performance and cash flows of evaluating the appropriateness of accounting policies used the Company in accordance with accounting principles and the reasonableness of the accounting estimates made generally accepted in India, including the Accounting by the Company's Directors, as well as evaluating the Standards specified under Section 133 of the Act, read overall presentation of the financial statements. We believe with Rule 7 of the Companies (Accounts) Rules, 2014. This that the audit evidence we have obtained is sufficient and responsibility also includes maintenance of adequate appropriate to provide a basis for our audit opinion on the accounting records in accordance with the provisions of financial statements. the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; Opinion making judgments and estimates that are reasonable and In our opinion and to the best of our information and prudent; and the design, implementation and maintenance according to the explanations given to us, the financial of adequate internal financial control that were operating statements give the information required by the Act in the effectively for ensuring the accuracy and completeness of manner so required and give a true and fair view in the accounting records, relevant to the preparation and conformity with the accounting principles generally accepted presentation of the financial statements that give a true in India of the state of affairs of the Company as at March and fair view and are free from material misstatement, 31, 2015, its profit, and its cash flows for the year ended whether due to fraud or error. on that date. Report on Other Legal and Regulatory Requirements Auditor's Responsibility 1. As required by the Companies (Auditor's report) Order, Our responsibility is to express an opinion on these financial 2015 ("the Order") issued by the Central Government statements based on our audit. We have taken into account of India in terms of sub-section (11) of Section 143 of the provisions of the Act, the accounting and auditing the Act, we give in the Annexure 1 a statement on the standards and matters which are required to be included matters specified in paragraphs 3 and 4 of the Order. in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in 2. As required by Section 143 (3) of the Act, we report accordance with the Standards on Auditing, issued by the that: Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require (a) We have sought and obtained all the information that we comply with ethical requirements and plan and and explanations which to the best of our knowledge 47


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    WABCO INDIA LIMITED and belief were necessary for the purpose of our the Companies (Audit and Auditors) Rules, 2014, audit; in our opinion and to the best of our information and (b) In our opinion proper books of account as required according to the explanations given to us: by law have been kept by the Company so far as i. The Company has disclosed the impact of it appears from our examination of those books; pending litigations on its financial position in its (c) The Balance Sheet, Statement of Profit and Loss, financial statements - Refer Note 27 (B) to the and Cash Flow Statement dealt with by this Report financial statements; are in agreement with the books of account; ii. The Company did not have any long-term (d) In our opinion, the aforesaid financial statements contracts including derivative contracts for which comply with the Accounting Standards specified there were any material foreseeable losses. under Section 133 of the Act, read with Rule 7 of iii. There were no amounts which were required to the Companies (Accounts) Rules, 2014; be transferred to the Investor Education and (e) On the basis of written representations received Protection Fund by the Company. from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the For S.R. Batliboi & Associates LLP Chartered Accountants directors is disqualified as on March 31, 2015, from ICAI Firm Registration No. 101049W being appointed as a director in terms of Section 164 (2) of the Act; Per S. BALASUBRAHMANYAM (f) With respect to the other matters to be included in Place: Chennai Partner the Auditor's Report in accordance with Rule 11 of Date : May 20, 2015 Membership No. 053315 48


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    WABCO INDIA LIMITED Annexure 1 referred to in paragraph 1 of our report of even date Re: WABCO INDIA LIMITED ('the Company') (i) (a) The Company has maintained proper records (iv) In our opinion and according to the information and showing full particulars, including quantitative explanations given to us, there is an adequate internal details and situation of fixed assets. control system commensurate with the size of the (b) Fixed assets except vendor tooling have been Company and the nature of its business, for the physically verified by the management during purchase of inventory and fixed assets and for the the year and no material discrepancies were sale of goods and services. During the course of identified on such verification. Vendor tooling is our audit, we have not observed any major weakness verified by the Company in a phased manner, or continuing failure to correct any major weakness no material discrepancies were noted on such in the internal control system of the Company in verification. respect of these areas. (v) The Company has not accepted any deposits from (ii) (a) The management has conducted physical the public. verification of inventory, except inventory at suppliers location, which has been confirmed (vi) To the best of our knowledge and as explained, the as at year end, at reasonable intervals during Central Government has not prescribed maintenance the year. of cost records under Clause 148(1) of the Act for the products/services of the Company. (b) The procedures of physical verification of inventory followed by the management are (vii) (a) The Company is regular in depositing with reasonable and adequate in relation to the size appropriate authorities undisputed statutory dues of the Company and the nature of its business. including provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, (c) The Company is maintaining proper records of service tax, customs duty, excise duty, value inventory and no material discrepancies were added tax, cess and other material statutory noticed on physical verification. dues applicable to it. (iii) (a) According to the information and explanations (b) According to the information and explanations given to us, the Company has not granted any given to us, no undisputed amounts payable in loans, secured or unsecured to companies, firms respect of provident fund, employees' state or other parties covered in the register insurance, income-tax, wealth-tax, service tax, maintained under Section 189 of the Companies sales-tax, customs duty, excise duty, value added Act, 2013. Accordingly, the provisions of Clause tax, cess and other material statutory dues 3(iii)(a) and (b) of the Order are not applicable were outstanding, at the year end, for a period to the Company and hence not commented of more than six months from the date they upon. became payable. (c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows: Name of Nature of Gross dues Tax paid Amount Period to which Forum where the statute dues (Rs. in lakhs) under protest (Rs. in lakhs) the amount dispute is relates pending Income Tax Income Tax 292.90 – 292.90 2008 - 2009 Commissioner Act, 1961 of Income tax (Appeals), Chennai Income Tax Income Tax 20.00 – 20.00 2010 - 2011 Commissioner Act, 1961 of Income tax (Appeals), Chennai 49


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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') Name of Nature of Gross dues Tax paid Amount Period to which Forum where the statute dues (Rs. in lakhs) under protest (Rs. in lakhs) the amount dispute is relates pending Central Excise Excise duty - 67.74 67.74 – 2008 - 2009 Additional Act, 1944 CENVAT credit 2009 - 2010 Commissioner availment on 2010 - 2011 of Central inputs and 2011 - 2012 Excise, capital goods 2012 - 2013 Chennai pertaining to R&D unit Service Tax Service tax- Credit reversal 2.93 – 2.93 2009 - 2010 Deputy on certain Commissioner inputs. of Central Excise (Appeals), Chennai Service Tax Service tax- 19.21 – 19.21 2008 - 2009 The Customs, Credit reversal Excise and on certain 2009 - 2010 Service Tax inputs. Appellate Tribunal Service Tax Service tax- 4.47 – 4.47 2010 - 2011 The Customs, Credit reversal Excise and on certain Service Tax inputs. Appellate Tribunal Service Tax Service tax- 4.11 – 4.11 2010 - 2011 Deputy Credit reversal Commissioner on certain of Central inputs. Excise, Chennai Service Tax Service tax- 3.03 – 3.03 2011 - 2012 The Customs, Credit reversal Excise and on certain Service Tax inputs. Appellate Tribunal Service Tax Service tax- 0.04 – 0.04 2011 - 2012 Deputy Credit reversal Commissioner on certain of Central inputs. Excise, Chennai Service Tax Service tax- 1.33 0.13 1.20 2011 - 2012 The Customs, Credit reversal Excise and on certain Service Tax inputs. Appellate Tribunal Service Tax Service tax- 1.08 0.11 0.97 2012 The Customs, Credit reversal Excise and on certain Service Tax inputs. Appellate Tribunal 50

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