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    WABCO INDIA LIMITED 12th Annual Report 2016


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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, BSE Limited, Mumbai Chennai 600 058 D E UDWADIA ! Tel. : 044 4224 2000 NARAYAN K SESHADRI Share Transfer Agent Fax : 044 4224 2009 Sundaram-Clayton Limited Large Sector, DR LAKSHMI VENU @ "Jayalakshmi Estates", 1st Floor, Adityapur Industrial Area, Gamharia, JORGE SOLIS % 29 Haddows Road, Chennai - 600 006 Seraikella-Kharsawan Dist. Tel. : 044 - 2830 7700 Jharkhand 832 108 LISA J BROWN 044 - 2828 4959 Tel. : 0657 398 5700 Fax : 0657 238 7997 SEAN DEASON $ Fax : 044 - 2825 7121 E-mail : raman@scl.co.in Unit - 1 & Unit - 2 SHIVRAM NARAYANASWAMI $ investorscomplaintssta@scl.co.in Plot No. AA8, Central Avenue, Managing Director Auto Ancillary SEZ, Bankers P KANIAPPAN Mahindra World City, Citibank N.A. Natham Sub-Post, Chengalpet, Chief Financial Officer 3rd Floor, 2 Club House Road, Kancheepuram District 603 002 R S RAJAGOPAL SASTRY Chennai 600 002 Tamil Nadu Tel. : 044 3090 1200 Company Secretary BNP Paribas Prince Towers, 3rd Floor, 25/26 College Road, Plot No.11, Sector 4, SIDCUL, M C GOKUL Chennai 600 006 IIIE Pantnagar, Audit Committee Udham Singh Nagar, State Bank of India Uttarakhand - 263 153 NARAYAN K SESHADRI Corporate Accounts Group Branch Tel. : 05944 250885 Chairman 3rd Floor, Sigappi Achi Building M LAKSHMINARAYAN 18/3, Rukmanilakshmipathy Road KH 159-162, 164 Village Dhakauli SEAN DEASON Egmore, Chennai 600 008 Nawabganj, Barabanki Dewa Road, Somaiya Nagar, Barabanki Stakeholders Relationship Auditors Lucknow, Uttar Pradesh 225 123 Committee Tel. : 05248 230065 LISA J BROWN S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants Software Design Centre & Chairman Tidel Park, 6th & 7th Floor, Global Business Centre P KANIAPPAN A - Block (Module 601, 701-702), "First Software Park", Third Floor, Nomination and Remuneration 4, Rajiv Gandhi Salai, 110, Mount Ponnamallee Road, Porur, Committee Chennai 600 113 Chennai 600 116 NARAYAN K SESHADRI Solicitors & Advocates Tel. : 044 6689 8000 Chairman UDWADIA & CO. Page No. M LAKSHMINARAYAN Solicitors & Advocates JORGE SOLIS Elphinstone House, Notice to the shareholders 4 LISA J BROWN 1st Floor - 17, Murzban Road, Directors’ report to the shareholders 13 Mumbai 400 001 Corporate Social Responsibility Management discussion and analysis report 33 Committee Registered Office Report on corporate governance 38 P KANNIAPPAN Plot No. 3 (SP), III Main Road, Auditors’ certificate on corporate governance 48 Chairman Ambattur Industrial Estate, Auditors’ report to shareholders 49 M LAKSHMINARAYAN Chennai 600 058 Tel. : 044 4224 2000 Balance sheet 56 LISA J. BROWN ! Fax : 044 4224 2009 Statement of Profit & Loss 57 Resigned w.e.f. 01.04.2016 @Appointed w.e.f. 19.05.2016 Website : www.wabcoindia.com Cash flow statement 58 %Appointed w.e.f. 20.05.2015 Email: info.india@wabco-auto.com $Appointed w.e.f. 09.11.2015 Notes to financial statements 60 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 2011-12 2012-13 2013-14 2014-15 2015-16 Profit and Loss Account Revenue from operations 1,04,564 96,592 1,11,070 1,34,796 1,83,827 Other income 1,206 1,264 2,721 2,030 3,461 Total income 1,05,770 97,856 1,13,791 1,36,826 1,87,288 Gross profit before interest, depn & tax 23,199 20,668 19,336 22,365 32,755 Depreciation 1,564 2,172 3,215 4,667 5,624 Profit before interest & tax 21,635 18,497 16,121 17,699 27,131 Interest 12 2 14 36 15 Profit before taxation 21,623 18,495 16,107 17,663 27,116 Profit after taxation 15,340 13,079 11,748 12,066 20,462 Balance Sheet Net Fixed assets 24,300 28,892 31,756 34,137 37,327 Investments 2,320 2,545 5,020 3,920 22,020 Net current assets 26,726 34,479 39,652 49,407 45,549 Long term loans and advances 1,827 1,566 2,369 2,292 3,421 Total 55,173 67,482 78,797 89,756 1,08,317 Share capital 948 948 948 948 948 Reserves & surplus 51,962 63,932 74,570 85,356 1,04,447 Networth 52,910 64,880 75,518 86,304 1,05,395 Noncurrent liabilities 1,169 1,431 1,665 1,807 1,928 Deferred taxation (net) 1,094 1,171 1,614 1,645 994 Total 55,173 67,482 78,797 89,756 1,08,317 EPS (Rs) 80.87 68.95 61.94 63.61 107.88 DPS (Rs) 5.00 5.00 5.00 5.00 6.00 Book value per share (Rs) 278.95 342.04 398.12 455.01 555.66 Return on capital employed (ROCE)% 45.1 30.2 22.0 20.9 27.36 Return on networth (RONW)% 33.5 22.2 16.7 14.9 21.35 Fixed assets turnover (no. of times) 4.8 3.6 3.7 4.1 5.14 Working capital turnover (no. of times) 4.6 3.2 3.0 3.0 3.87 Gross profit as % of sales (EBITDA) 22.2 21.4 17.4 16.6 17.82 Gross profit as % of total income 21.9 21.1 17.0 16.3 17.49 Net profit as % of total income 14.5 13.4 10.3 8.8 10.93 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 Twelfth Annual General Accountants of India, as Auditors of the company Meeting of the Company will be held at "The Narada from the conclusion of this Annual General Meeting Gana Sabha" (Sathguru Gnananandha Hall), No. 314, upto the conclusion of the Thirteenth Annual General T.T.K. Road, Alwarpet, Chennai 600 018 on Friday, the Meeting, being the third consecutive year out of their 29th day of July 2016 at 10.00 A.M to transact the term of five consecutive years approved at the tenth following business: annual general meeting, on such remuneration 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 hereby 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 2016 consisting of the balance sheet as at RESOLVED THAT in terms of Section 161(4) and other 31st March, 2016, the statement of profit and loss applicable provisions of the Companies Act, 2013 and and the cash flow statement for the year ended on the rules made thereunder, Mr. Shivram Narayanaswami that date and the explanatory notes annexed to or (DIN: 07327742) who was appointed by the Board of forming part thereof together with the reports of the Directors of the Company as a Non-Executive Non- Board of Directors and Auditors' thereon, be and are Independent Director of the Company with effect from hereby adopted. 9th November 2015 in the casual vacancy caused by the resignation of Mr. Trevor Lucas, who would have 2. To consider and to give your assent or dissent held office upto the date of this Annual General Meeting to the following ordinary resolution: had he not resigned and in respect of whom the RESOLVED THAT in terms of Section 123 and other Company has received a notice in writing along with applicable provisions of the Companies Act, 2013 the prescribed deposit amount of Rs.1,00,000/- (Rupees and the rules made thereunder, and pursuant to the one lakh only) from a member proposing his recommendation of the Board of Directors of the candidature for the office of director, be and is hereby Company, a dividend of Rs.6/- per share on appointed as a Director of the Company, liable to retire 1,89,67,584 equity shares of Rs.5/- each fully paid by rotation. up, which make up the entire paid-up equity capital 6. To consider and to give your assent or dissent of the Company, absorbing a sum of Rs.1138.06/- to the following ordinary resolution: lakhs, be and is hereby declared for the year ended 31st March, 2016, out of the profits of the Company RESOLVED THAT in terms of Section 152 and other for that year, and the same be paid to the applicable provisions of the Companies Act, 2013 shareholders whose names appear in the register and the rules made thereunder, Mr. Sean Ernest of members / record of the depositories of the Deason (DIN: 07334776) who was appointed by the Company as at the close of 26th July, 2016. Board of Directors of the Company as an Additional Director of the Company with effect from 9th 3. To consider and to give your assent or dissent November, 2015 and who holds office upto the date to the following ordinary resolution: of this Annual General Meeting and in respect of Resolved that Lisa Brown (DIN: 07053317), director whom the Company has received a notice in writing liable to retire by rotation at this meeting be and along with the prescribed deposit amount of is hereby re-appointed as a Director of the Company Rs.1,00,000/- (Rupees one lakh only) from a member liable to retire by rotation. proposing his candidature for the office of director, be and is hereby appointed as a Director of the 4. To consider and to give your assent or dissent Company, liable to retire by rotation. to the following ordinary resolution: 7. To consider and to give your assent or dissent RESOLVED THAT in terms of Section 139 and other to the following ordinary resolution: applicable provisions of the Companies Act, 2013 and the rules made there under, the appointment RESOLVED THAT the appointment of Dr. Lakshmi of Messrs S.R. Batliboi & Associates LLP, Chartered Venu (DIN: 02702020), as a Non-Executive and Accountants, Tidel Park, 6th & 7th Floor - A Block Independent Director for a term of five consecutive (Module 601, 701-702), No. 4, Rajiv Gandhi Salai, years from 19th May, 2016 to 18th May, 2021, pursuant Taramani, Chennai 600 113, holding Firm Registration to the provisions of Sections 149, 150, 152, 160 and 4


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    WABCO INDIA LIMITED any other applicable provisions of the Companies Notes: Act, 2013 and the rules made thereunder (including 1. A member entitled to attend and vote at the any statutory modification(s) or re-enactment thereof meeting is entitled to appoint a proxy to attend for the time being in force) read with Schedule IV and vote instead of himself / herself and the to the Companies Act, 2013, and in respect of whom proxy so appointed need not be a member of the Company has received a notice in writing along the Company. with the prescribed deposit amount of Rs.1,00,000 (Rupees one lakh only) from a member proposing The instrument appointing the proxy and the power her candidature for the office of director, be and is of attorney or other authority, if any, under which hereby approved. it is signed or a notarized certified copy of that power of attorney shall be deposited at the registered office 8. To consider and to give your assent or dissent of the Company not later than 48 hours before the to pass the following ordinary resolution: time fixed for holding the meeting. RESOLVED THAT pursuant to the provisions of Section A person can act as proxy on behalf of members 148 of the Companies Act, 2013 and the Companies not exceeding fifty (50) and holding in the aggregate (Audit and Auditors) Rules, 2014, the remuneration not more than ten percent of the total share capital of Rs.4,00,000/- (Rupees Four lakhs only) plus of the Company. However, a single person may act applicable taxes and out of pocket expenses at actuals, payable to Mr. A. N Raman, Cost Accountant, having as a Proxy for a member holding more than ten registration number M.5359, appointed by the Board percent of the total voting share capital of the of Directors as Cost Auditor to audit the cost records Company provided that such person shall not act of the Company for the financial year ending on 31st as a Proxy for any other person. March 2017, be and is hereby ratified. 2. The Statement pursuant to Section 102 of the 9. To consider and to give your assent or dissent Companies Act, 2013, with respect to the special to the following ordinary resolution: businesses to be transacted at the meeting is annexed hereto. RESOLVED THAT in terms of Regulation 23(4) of the Securities Exchange Board of India (Listing 3. The Register of Members and the Share Transfer Obligations and Disclosure Requirement) Regulations, books of the Company will remain closed for 3 days 2015, approval be and is hereby accorded to the from 27th July 2016 to 29th July, 2016 (both days related party transactions entered into by the inclusive) for annual closing and determining the company with WABCO Europe BVBA, a related entitlement of the shareholders to the dividend for party, during the Financial year ended 31st March 2015-16. 2016, and the related party transactions proposed to be entered into with WABCO Europe BVBA during 4. The dividend of Rs. 6/- per share has been the financial year ending 31st March 2017 as shown recommended by the Board of Directors for the year in the explanatory statement; which transactions ended 31st March, 2016 and subject to the approval individually or taken together with previous of the shareholders at the ensuing Annual General transactions during the financial year, may exceed Meeting, is proposed to be paid on or before ten per cent of the annual consolidated turnover of 8th August, 2016. the Company as per its last audited financial 5. Members holding shares in electronic form are here statement. by 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 M C GOKUL directly from the Members holding shares in electronic 19th May 2016 Company Secretary form for any change of bank particulars or bank 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 their Share Transfer Agent. 5


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    WABCO INDIA LIMITED 6. Under Section 124 read with Section 125 of the 10. Members are requested to affix their signatures at Companies Act, 2013, (including any statutory the space provided on the attendance slip annexed modification(s) or re-enactment thereof for the time to Proxy Form and hand over the Slip at the being in force) the amount of dividend remaining entrance of the meeting hall. Corporate members unpaid or unclaimed for a period of seven years from are requested to send a duly certified copy of the the due date is required to be transferred to the board resolution / Power of attorney authorizing their Investor Education and Protection Fund (IEPF), representatives to attend and vote at the AGM. constituted by the Central Government. The 11. The Securities and Exchange Board of India (SEBI) particulars of due dates for transfer of such unclaimed has mandated the submission of Permanent Account dividends to IEPF are furnished in the report on Number (PAN) by every participant in securities Corporate Governance forming part of the annual market. Members holding shares in electronic form report. are, therefore, requested to submit the PAN to their The Ministry of Corporate Affairs (MCA) on 10th Depository Participants with whom they are May, 2012 notified the IEPF (Uploading of information maintaining their demat accounts. Members holding regarding unpaid and unclaimed amounts lying with shares in physical form can submit their PAN details companies) Rules, 2012 (IEPF Rules), which is to the Company. applicable to the Company. The objective of the 12. Details under the SEBI (Listing Obligations and IEPF Rules is to help the shareholders ascertain Disclosure Requirement) Regulations, 2015 in respect status of the unclaimed amounts and overcome the of the Directors seeking appointment at the Annual problems due to misplacement of intimation thereof General Meeting, forms integral part of the notice. by post etc. In terms of the said IEPF Rules, the The Directors have furnished the requisite consent Company has uploaded the information in respect and declaration for their appointment. of the Unclaimed Dividends for the financial years 13. Electronic copy of the Annual Report for the financial from 2008-09, as on the date of the 11th Annual year ended 31st March 2016 is being sent to all the General Meeting (AGM) held on 30th July 2015 on members whose email IDs are registered with the the website of IEPF viz., www.Iepf.gov.in and under Company / Depositor y Par ticipant(s) for "investor section" on the website of the Company communication purposes unless any member has viz., www.wabcoindia.com. requested for a hard copy of the same. For members A separate reminder was also sent to those members who have not registered their email address, physical having unclaimed dividends since 2009. Members copies of the Annual Report are being sent in the who have not encashed their dividend warrants are permitted mode. advised to surrender the unencashed warrants 14. Electronic copy of the Notice of the 12th Annual immediately to the Company or the Share Transfer General Meeting of the Company inter alia indicating Agent and to claim the dividends. the process and manner of e-Voting along with 7. Members holding shares in physical form, in their Attendance Slip and Proxy Form is being sent to own interest, are requested to dematerialize the all the members whose email IDs are registered with shares to avail the benefits of electronic holding / the Company / Depository Participant(s) for trading. communication purposes unless any member has requested for a hard copy of the same. For members 8. To prevent fraudulent transactions, members are who have not registered their email address, physical advised to exercise due diligence and notify the copies of the Notice of the 12th Annual General Company of any change in address or demise of Meeting of the Company inter alia indicating the any member as soon as possible. Members are also process and manner of e-Voting alongwith Attendance advised not to leave their demat account(s) dormant Slip and Proxy Form is being sent in the permitted for long. Periodic statement of holdings should be mode. obtained from the concerned Depository Participant and holdings should be verified. 15. Members may also note that the Notice of the 12th Annual General Meeting and the Annual Report for 9. As a measure of economy, copies of the Annual the year 2015-16 will also be available on the Report will not be distributed at the venue of AGM. Company's website: www.wabcoindia.com for Members are, therefore, requested to bring their download. Physical copies of the aforesaid documents copies of the Annual Report to the meeting. will also be available at the Company's Registered 6


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    WABCO INDIA LIMITED Office in Chennai for inspection during normal iii. Click on Shareholder - Login. business hours on working days. Even after iv. Put user ID and password as initial registering for e-communication, members are entitled Password / PIN noted in step (i) above. to receive such communication in physical form, Click Login. upon making a request for the same, by post, free of cost. For any communication, the shareholders v. If you are logging in for the first time, may also send requests to the Company's please enter the user ID and Password investor email ID:investorcomplaintssta@scl.co.in/ provided in the attached pdf file as initial raman@scl.co.in / info.india@wabco-auto.com. PASSWORD / PIN noted in step (i) above. Click Login. 16. Voting through electronic means vi. Password change menu appears. Change I. In compliance with provisions of Section 108 and the password / PIN with new password of other applicable provisions of the Companies your choice with minimum 8 digits / Act, 2013 and Rule 20 of the Companies characters or combination thereof. It is (Management and Administration) Rules, 2014 strongly recommended not to share your as amended by the Companies (Management password with any other person and take and Administration) amendment Rules, 2015 utmost care to keep your password and Regulation 44 of the SEBI (Listing Obligations confidential. and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members vii. Home page of e-Voting opens. Click on facility to exercise their right to vote at the 12th e-Voting: Active Voting Cycles. Annual General Meeting (AGM) by electronic viii. Select "EVEN" of WABCO India Limited. means and the business may be transacted ix. Now you are ready for remote e-Voting as through e-Voting Services provided by National Cast Vote page opens. Securities Depository Limited (NSDL): The x. Cast your vote by selecting appropriate instructions for e-Voting are as under: option and click on "Submit" and also II. Remote e-Voting means the facility of casting "Confirm" when prompted. votes by a member using an electronic voting xi. Upon confirmation, the message "Vote cast system from a place other than venue of general successfully" will be displayed. meeting; xii. Once you have voted on the resolution, III. The members holding shares as on the "cut- you will not be allowed to modify your vote. off date" viz., 22nd July, 2016 are eligible for voting either through electronic voting system xiii. Institutional shareholders (i.e. other than or ballot. individuals, HUF, NRI etc.) are required to send scanned copy (PDF / JPG Format) IV. The instructions for remote e-Voting by of the relevant Board Resolution / Authority shareholders are as under: letter etc. together with attested specimen A. In case a Member receives an email from signature of the duly authorized NSDL [for members whose email IDs are signatory(ies) who are authorized to vote, registered with the Company / Depository to the Scrutinizer through e-mail to Participant(s)]: skco.cs@gmail.com with a copy marked to i. Open email and open PDF file viz; evoting@nsdl.co.in. "wabcoindia e-Voting.pdf" with your Client B. In case a Member receives physical copy ID or Folio No. as password. The said PDF of the Notice of AGM [for members whose file contains your user ID and Password / email IDs are not registered with the PIN for e-Voting. Please note that the Company / Depository Participant(s) or password is an initial password. You will not requesting physical copy]: receive the pdf file if you are already (i) Initial password is provided as below / at registered with NSDL for e-Voting. the bottom of the Attendance Slip for the ii. Launch internet browser by typing the AGM: EVEN (Remote e-Voting Event following URL:https://www.evoting.nsdl.com Number) USER ID PASSWORD / PIN 7


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    WABCO INDIA LIMITED (ii) Please follow all steps from Sl. No. (ii) to XIII. The Scrutinizer shall immediately after the Sl. No. (xiii) above, to cast vote. conclusion of the voting at the Annual General V. Voting at AGM: The members who have not Meeting, first count the votes cast at the meeting, cast their vote by Remote e-Voting can exercise thereafter unblock the votes cast through remote their voting rights at the AGM. The Company e-Voting in the presence of at least two (2) will make arrangements for ballot papers in this witnesses not in the employment of the company regard at the AGM Venue. and make, not later than three (3) days of the conclusion of the meeting, a consolidated VI. In case of any queries, you may refer the scrutinizer's Report of the total votes cast in Frequently Asked Questions (FAQs) for favour or against, if any, to the Chairman or Shareholders and e-Voting user manual for a person authorized by him in writing who shall Shareholders available at the Downloads section countersign the same. of www.evoting.nsdl.com or contact NSDL at the following Telephone No.022-24994600. XIV. The Chairman or a person authorized by him in writing shall declare the results forthwith. VII. You can also update your mobile number and e-mail ID in the user profile details of the folio XV. The results declared alongwith the Scrutinizer's which may be used for sending future Report shall be placed on the Company's communication(s). website www.wabcoindia.com immediately after the result is declared and simultaneously VIII. The Remote e-Voting period commences on communicated to the stock exchanges where 26th July, 2016 (9:00 am) and ends on 28th July, the shares of the Company are listed. 2016 (5:00 pm) (three days). During this period shareholders' of the Company, holding shares 17. All documents referred to in the accompanying Notice either in physical form or in dematerialized form, and the Explanatory Statement shall be open for as on the cut-off date of 22nd July, 2016, may inspection at the Registered Office of the Company cast their vote electronically. The remote from 2 P.M. to 4 P.M. on all working days and e-Voting module shall be disabled by NSDL for including the date of the Annual General Meeting voting thereafter. Once the vote on are solutionis of the Company. cast by the shareholder, the shareholder shall 18. In terms of Regulation 36(3) of the SEBI (Listing not be allowed to change it subsequently. Obligations and Disclosure Requirement) Regulations, IX. The voting rights of shareholders shall be in 2015, a brief profile of director, who is proposed to proportion to their shares of the paid up equity be re-appointed in this AGM, nature of his expertise share capital of the Company as on the in specific functional areas, his / her other cut-off date of 22nd July, 2016. directorships and committee memberships in listed entities, his / her shareholding and relationship with X. Any person, who acquires shares of the other directors of the company are given below: Company and becomes member of the Company after dispatch of the notice and holding shares Ms. Lisa J. Brown as of the cut-off date i.e. 22nd July, 2016 may obtain the login ID and password by sending Ms. Lisa J. Brown (DIN: 07053317), aged 38 years, is an email to evoting@nsdl.co.in by mentioning a Bachelor of Laws from the University of Derby, holds his Folio No. /DP ID and Client ID No. a Diploma in Legal Practice from Nottingham Law School and is a registered Trade mark Attorney and member XI. A member may participate in the meeting even of the Institute of Trade Mark Attorneys. She has served after exercising his right to vote through remote as an attorney in law firms in the United Kingdom from e-Voting but shall not be allowed to vote again 2000-2006. Ms. Lisa J. Brown Joined SSL International at the meeting. Plc. London, United Kingdom in March 2006 and served XII. Mr K Sriram (Membership No. CP No.2215), as Group Head of Intellectual Property until October Practising Company Secretary, Chennai has 2007 and subsequently as Group Head of Legal and been appointed as the Scrutinizer to scrutinize Intellectual Property until March 2011. Following this role, the e-Voting process in a fair and transparent Ms. Lisa J. Brown held the position of Legal Director and manner. Company Secretary for Pets at Home Limited, a national 8


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    WABCO INDIA LIMITED retailer in the United Kingdom, until November 2011. In hold any shares in the Company and she is not related February 2012, Ms. Lisa J. Brown Joined WABCO Holdings to any other directors of the Company. Ms. Lisa J Brown Inc., as Senior Legal Counsel. In May, 2015, she was is interested in the resolution set out as item No.3 of appointed as Vice-President Legal until June 2016, when the notice since it relates to her own appointment as she was appointed to her current role of Chief Legal Director. None of the Directors and Key Managerial Officer and Company Secretary of WABCO Holdings Inc. Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution She was appointed as a Director by the Board at their set out at item No.3. This statement may also be regarded meeting held on 23rd January 2015 in casual vacancy as a disclosure under regulation 36(3) of the SEBI caused due to the resignation of Mr. Michel E Thompson (Listing Obligations and Disclosure Requirement) and was re-appointed at the annual general meeting held Regulations, 2015. on 30th July 2015. She is the member of the Stakeholders Relationship Committee, Nomination and Remuneration By order of the board Committee and the Corporate Social Responsibility Committee of the company. She has attended 3 Board Chennai M C GOKUL Meetings of the Company out of the 4 Board meetings 19th May 2016 Company Secretary held after her appointment during the year. Registered office: She is not director on any Board nor a Member of any CIN: L34103TN2004PLC054667 committee of any other listed Company. She is a director Plot No 3 (SP), III Main Road of WABCO Foundation Brakes Pvt. Ltd. She does not Ambattur Industrial Estate, Chennai 600 058. 9


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    WABCO INDIA LIMITED Statement pursuant to Section 102 of the Companies Act, 2013 Item No. 5 Item No. 6 Mr. Shivram Narayanaswami was appointed as a non- Mr. Sean Deason was appointed as an Additional Director executive non independent director by the Board of with effect from 9th November 2015, in terms of Section Directors with effect from 9th November 2015 in the 161 of the Companies Act, 2013 by the Board of Directors casual vacancy caused by the resignation of Mr. Trevor to hold office upto this Annual General Meeting. He is Lucas who would have retired at the forthcoming Annual also a member of the Audit Committee. General Meeting had he not resigned. Mr. Shivram Mr. Sean Deason aged 45; a Certified Management Narayanaswami will hold office upto the date of this Accountant is the Vice President, Controller and Assistant Annual General Meeting, in terms of Section 161(4) of Secretary of WABCO Holdings Inc., since June 2015. the Companies Act, 2013. Prior to joining WABCO, he spent 4 years with Evraz N.A. where he was Vice President, Financial Planning Mr. Shivram Narayanaswami, aged 39, Finance Controller, & Analysis. Prior to Evraz, he spent 12 years with Lear WABCO Europe is a US Certified Public Accountant Corporation where he had served as a Director, Finance, (CPA) and Chartered Global Management Accountant Corporate Business Planning & Analysis, Director, (CGMA). He holds an MBA in Finance, from the University Finance, Asia Pacific Operations, Assistant Treasurer, of Notre Dame, USA and is a Bachelor in Commerce and held various other positions of increasing responsibility from the Annamalai University, India. He is a proven from August 1999. business leader with experience in working with clients He does not hold any shares in the company and he in different industries, cultures, and businesses in different is not related to any other director of the Company. He countries and continents. He has led private equity and has attended 2 Board meetings and 2 Audit Committee corporate clients on over many transactions in a broad meetings of the Company out of as many meetings held range of industries including software and technology, after his appointment during the year. He is not a director manufacturing, retail, consumer products, business on any Board nor a member of any committee of any services, professional services and financial services other listed Company. He is a director of WABCO companies. He has led numerous cross-border and Foundation Brakes Pvt. Ltd. The Board considers that international engagements, in countries like the United his association and experience would be of immense Kingdom, Japan, Germany and Turkey. He has executed benefit to the Company and it is desirable to continue the audit of financial statements of public companies his services. Accordingly, the Board recommends the such as Hewlett Packard, and Blue Coat as well as large resolution set out as Item No.6 of the notice in relation private companies such as Hitachi Data Systems. to his appointment as a director, for the approval by the shareholders of the Company. He does not hold any shares in the company and he is not related to any other director of the Company. Mr. Sean Deason is interested in the resolution set out He is not a director on any Board nor a member of any as Item No.6 of the Notice since it relates to his appointment as a Director. None of the other Directors committee of any other Company. He has attended 2 and Key Managerial Personnel of the Company and their Board meetings of the Company out of the 2 Board relatives is concerned or interested, financially or meetings held after his appointment during the year. The otherwise, in the resolution set out at Item No.6. The Board considers that his association and experience above may also be regarded as a disclosure under would be of immense benefit to the Company and it is Regulation 36(3) of the SEBI (Listing Obligations and desirable to continue his services. Accordingly, the Board Disclosure Requirement) Regulations, 2015. recommends the resolution set out as Item No.5 of the notice in relation to his appointment as a director, for Item No. 7 the approval by the shareholders of the Company. Dr. Lakshmi Venu was appointed as a Non-executive Mr. Shivram Narayanaswami is interested in the resolution Independent Director at the Board Meeting held on set out as Item No.5 of the Notice since it relates to 19th May 2016 for a term of five consecutive years from his appointment as a Director. None of the other Directors 19th May 2016 to 18th May 2021 subject to the approval and Key Managerial Personnel of the Company and their of the shareholders at this meeting. relatives is concerned or interested, financially or Dr. Lakshmi Venu, aged 33, a graduate of Yale University otherwise, in the resolution set out at Item No.5. The holds a Doctorate in Engineering Management from the above may also be regarded as a disclosure under University of Warwick. She underwent her initial training Regulation 36(3) of the SEBI (Listing Obligations and for three years as a Management Trainee in Sundaram Disclosure Requirement) Regulations, 2015. Auto Components Limited, a subsidiary of Sundaram 10


  • Page 12

    WABCO INDIA LIMITED Clayton Ltd. (SCL) beginning from 2003 and when she letter of appointment of Dr. Lakshmi Venu as an was deputed to work in SCL, being its holding Company, independent director would be available for inspection she underwent an extensive in-depth induction and worked without any fee by any members at the Registered Office in the areas of business strategy, corporate affairs, product of the Company during normal business hours on any design and sales & marketing of SCL. working day, excluding Saturday. She does not hold any Dr. Lakshmi Venu was appointed as Director-Strategy in shares in the company and she is not related to any SCL on 22nd March 2010. She was re-designated as joint other director of the Company. managing director of SCL effective 11th September 2014. The Board considers that Dr. Lakshmi Venu’s experience Details of her membership / chairmanship of committees in the manufacturing sector especially in the automotive are given below: industry would be of immense benefit to the Company. Name Accordingly, the Board recommends the resolution set Sl Name of the Position Directorships of the out as Item No.7 of the notice in relation to her appointment No. Company held Committee as an independent director, for the approval by the 1 Sundaram-Clayton Joint Stakeholders shareholders of the Company. Dr. Lakshmi Venu will be Limited Managing Relationship Member paid sitting fee for the Board and Committee meetings, Director Committee that she attends and she is also eligible for a commission & Corporate on profit as may be decided by the Board, not exceeding Social Responsibility the limits specified in the Companies Act, 2013. Committee Except Dr. Lakshmi Venu, being an appointee, none of 2 TVS Motor Company Director – – the directors and Key Managerial Personnel of the Limited – Company and their relatives is concerned or interested, 3 Sundram Non-conventional Director – – financially or otherwise, in the resolution set out at Item Energy Systems Ltd. No.7. The explanatory statement may also be regarded 4 Sundaram Auto Components Director Corporate Member as a disclosure under Regulation 36(3) of the SEBI Limited Social (Listing Obligations and Disclosure Requirement) Responsibility Regulations, 2015. Committee 5 TAFE Motors and Tractors Deputy – – Item No. 8 Limited Managing Pursuant to Section 148 of the Companies Act, 2013 Director and Rule 4 of Companies (Cost Records and Audit) In terms of Section 149(6) of the Companies Act, 2013 Rules, 2014 including amendments and re-enactments and SEBI (Listing Obligations and Disclosure and clarifications issued by the Ministry of Corporate Requirements) Regulations, 2015 Dr. Lakshmi Venu being Affairs, the Company is required to appoint Cost Auditor eligible and offering herself for appointment is proposed to audit the cost records of the applicable products of to be appointed as an Independent Director of the the Company. company not liable to retire by rotation for a term of five consecutive years from 19th May 2016 to 18th May 2021 Based on recommendation of the audit committee at its in view of her knowledge and experience. meeting held on 19th May, 2016, the Board has, considered and approved the appointment of Mr. A.N Raman, as Dr. Lakshmi Venu has given a declaration dated 18th May Cost Auditor for the financial year 2016-17 at a 2016 confirming that she satisfies the criteria of remuneration of Rs.4,00,000/- plus applicable taxes and independence as required under Section 149(6) of the reimbursement of out of pocket expenses at actuals. Companies Act, 2013 and SEBI (Listing Obligations and The remuneration payable to Mr. Raman requires to be Disclosure Requirements) Regulations, 2015. The Board ratified by the Members at the forthcoming Annual general of directors at the meeting dated 19th May 2016 opined Meeting. Hence, the resolution is being proposed as item that Dr. Lakshmi Venu fulfills the conditions specified in no.8 of the Notice. None of the Directors and Key the Companies Act, 2013 and the rules made thereunder Managerial Personnel of the Company / their relatives and also the SEBI (Listing Obligations and Disclosure are in any way, concerned or interested, financially or Requirements) Regulations, 2015 for her appointment as otherwise, in the resolution. The Board recommends this Independent director of the Company. Copy of the draft resolution for approval of the Members. 11


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    WABCO INDIA LIMITED Item No. 9 are likely to exceed Rs.200.54 Crores (10% of WABCO Europe BVBA is a related party as defined in 2005.34 Crores - turnover of 2015-16). Hence approval of Regulation 23 of the SEBI (Listing Obligations and the members is being sought to the above material related Disclosure Requirements) Regulations, 2015, since the party transactions entered into for the financial year ended Company is a fellow subsidiary of WABCO Europe, 31st March 2016 and to the similar transactions proposed to be entered into by the company with WABCO Europe headquartered at Brussels, Belgium. WABCO Europe is during the course of the financial year ending one of the major overseas customers of the Company. 31st March 2017. The orders placed by WABCO Europe are progressively growing year after year. This coupled with seamless Pursuant to Regulation 23(1) of the SEBI (Listing technology and technical knowhow supplied by them has Obligations and Disclosure Requirement) Regulations, significantly contributed to the increase in the Company's 2015, such approval of members is to be obtained by turnover and profits. During the year ended 31st March an ordinary resolution. Hence, the ordinary resolution at 2016 the following transactions were entered into with Item No.9 of the notice. Voting by related parties on the them: ordinary resolution will be governed by the applicable (Rs. In Lakhs) provisions of the Listing Regulation. The material terms S.No. Nature of transaction Amount for the agreements which have been entered into by the 1. Sale of Automotive Components 19,761.27 Company with WABCO Europe are: a) Credit terms of 90 days from the date of invoice; b) Warranty for the 2. Services rendered 3,127.00 period of 12 months for the product specifications; c) 3. Fee for technical knowhow and Royalty 1,996.80 Mark-up on cost of raw materials, conversion cost and 4. Reimbursement of expenses 71.32 other relevant expenses and d) Fee for technical knowhow upto 31.12.2015 and royalty @4% on total product sales Total 24,956.39 (less) inter-company purchases (less) inter-company sales The annual consolidated turnover of the company as with effect from 1st January 2016. per the last audited financial statement for the year Mr. Jorge Solis may be deemed to be interested in the ended 31st March 2015 is Rs.1,460.06 Crores. The total above resolution by virtue of him being director of WABCO transactions as stated above amounts to about 17.09% Europe BVBA. None of the other directors of the Company of the turnover for the financial year 2014-15. Since this and key managerial personnel of the company and their is in excess of the threshold limit of 10%, the transactions relatives is concerned or interested, financially or otherwise would be "material transactions" with a related party in in this item of business, All related party transactions are terms of Regulation 23(1) of the SEBI (Listing Obligations in Preapproved by the audit committee. Board recommends and Disclosure Requirement) Regulations, 2015. this resolution to the members for their approval. Such material transactions require approval of the Shareholders of the Company through an ordinary By order of the board resolution. The Company expects further growth in similar transactions with WABCO Europe BVBA during the course of the financial year ending 31st March 2017, which Chennai M C GOKUL are also likely to be "material transactions" i.e. transactions 19th May 2016 Company Secretary 12


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    WABCO INDIA LIMITED Directors’ report to the shareholders The directors have pleasure in presenting the twelfth annual report and 4. CAPITAL EXPENDITURE the audited accounts for the financial year ended 31st March 2016. Capital expenditure of Rs.89.78 crores was incurred during the year 1. FINANCIAL HIGHLIGHTS 2015-16 as against the plan of Rs.90 Crores and Capital Expenditure Rs. in lakhs of Rs. 90 Crore is planned for the year 2016-17. Details Year ended Year ended 5. DIRECTORS 31.03.2016 31.03.2015 Mr. Trevor Lucas (DIN: 01627818) resigned from the Board with Sales (net) 1,83,827.08 1,34,796.34 effect from 29th October 2015. Mr. Shivaram Narayanaswami (DIN: 07327742) was appointed as a Director in the resulting Other Operating income 3,460.96 2,029.89 casual vacancy, at the board meeting held on 9th November, Total revenue from operations 1,87,288.04 1,36,826.23 2015. Mr. Shivaram Narayanaswami, will hold this office upto the ensuing annual general meeting of the Company. A notice has Gross profit before interest been received from a member along with the prescribed deposit and depreciation 32,754.96 22,365.32 of Rs. 1 lakh proposing his appointment as a non-executive non Finance costs 15.20 36.09 independent director at the Twelfth annual general meeting of the Depreciation 5,623.69 4,666.37 Company. Mr. Sean Ernest Deason (DIN: 07334776) has been appointed Profit before tax 27,116.07 17,662.86 as an Additional Director by the Board with effect from 9th Provision for taxation November 2015. Mr. Sean Ernest Deason, will hold this office up (including deferred tax and tax to the ensuing annual general meeting of the Company. A notice relating to earlier years) 6,654.46 5,596.82 has been received from a member along with the prescribed deposit of Rs. 1 lakh proposing his appointment as a non-executive Profit after tax 20,461.61 12,066.04 non independent director at the Twelfth annual general meeting Surplus brought forward of the Company. from previous year 60,567.72 49,648.51 Ms. Lisa Brown (DIN: 07053317) retires by rotation at the ensuing Total 81,029.33 61,714.56 annual general meeting of the Company, being eligible, offers himself / herself for re-appointment. Appropriations: In compliance with Regulation 36(3) of the SEBI (Listing Proposed dividend 1,138.06 948.38 Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation), a brief resume and other required information Dividend tax payable 231.68 198.45 about the directors who are being appointed / re-appointed are Transfer to general reserve – – given in the notice convening the annual general meeting of the Company. Surplus in profit & loss account 79,659.59 60,567.72 Mr. D.E Udwadia (DIN: 00009755), has resigned from the Board 81,029.33 61,714.55 with effect from 1st April 2016 on account of personal reasons. The Board hereby places its profound appreciation for the services 2. DIVIDEND rendered by him during his tenure as an Independent Director. The independent directors continue to fulfill the criteria of The board of directors has recommended a dividend of (Rs.6/- independence as defined under Section 149(6) of the Companies per share) for the year ended 31st March 2016 absorbing a sum Act, 2013 ("the Act") and Regulation 16(b) of the Listing Regulation of Rs. 1,138.06/- lakhs for approval of the shareholders at the requisite declarations have been received. ensuing annual general meeting. Dr. Lakshmi Venu (DIN: 02702020) has been appointed as an 3. PERFORMANCE Independent Director by the Board for a term of 5 consecutive During the year 2015-16, sales of medium and heavy commercial years with effect from 19th May 2016 upto 18th May 2021 subject vehicles (M&HCV) grew by 31.9% over the previous year. to the approval of the shareholders. The board has recommended The Company achieved total revenue from operations and other the appointment for the shareholder's approval at the ensuing income of Rs.1,873 crores as against Rs.1,368 crores in the annual general meeting of the Company. A notice has been previous year, an increase of 36.9%. received from a member along with the prescribed deposit of 13


  • Page 15

    WABCO INDIA LIMITED Rs. 1 lakh proposing her appointment as an independent director various aspects of the functioning of the Board and Committees at the Twelfth Annual General Meeting of the Company. such as their composition, experience & competencies, performance of specific duties & obligations, governance issues 6. AUDITORS etc. Separate exercise was carried out to evaluate the performance Messrs S.R.Batliboi & Associates LLP, Chartered Accountants, of each individual director including the Board Chairman who Chennai were appointed as Statutory Auditors at the Annual were evaluated on parameters such as attendance, contribution General Meeting held on 22nd July 2014 for a period of 5 (five) at the meetings, independent judgment and other relevant aspects. years from conclusion of tenth annual general meeting until the The Board was satisfied with the evaluation results, which reflected conclusion of fifteenth annual general meeting, subject to the overall engagement of the Board, Committees and the ratification of shareholders at every annual general meeting of directors with the Company. the Company. The Board recommends the ratification of their continuation as Auditors. The Company has received a 12. VIGIL MECHANISM / WHISTLE BLOWER POLICY confirmation from the Statutory Auditors to the effect that they The Company has established vigil mechanism through "WABCO would be eligible for such continuation. Whistle Blower Policy" to deal with instance of fraud and mismanagement, if any and the whistle blower shall have direct 7. SECRETARIAL AUDITOR access to the Chairman of the audit committee / chief ethics M/s. S Krishnamurthy & Co., Company Secretaries have carried officer of the Company as the case may be to report any concerns out Secretarial Audit under the provisions of Section 204 of the or unethical activities. Act, for the financial year 2015-16 and submitted their report, which is annexed to this report in Annexure - 6. The report does 13. STATUTORY STATEMENTS not contain any qualification. 13.1 Conservation of energy, technology absorption and foreign exchange earnings and outgo 8. COST AUDITOR Pursuant to Section 148 of the Companies Act, 2013, the Board Information regarding conservation of energy, technology of Directors of the Company upon recommendation made by the absorption, research & development expenses and foreign audit committee has appointed Mr.A.N Raman, Cost Accountant, exchange earnings and outgo are given in Annexure 1 to this as Cost Auditor of the Company for the financial year 2016-17 report, as per the requirements of Section 134(3)(m) of the and has recommended his remuneration to the shareholders for Act, 2013. ratification at the ensuing Annual General Meeting. 13.2 Corporate Social Responsibility 9. KEY MANAGERIAL PERSONNEL The Company focuses on CSR activities as specified in Schedule VII of the Companies Act, 2013 and the Company's Mr. R S Rajagopal Sastry was appointed as the Chief Financial CSR policy. As required under Section 134(3)(o) of the Officer w.e.f 31st August 2015 in place of Mr. T S Rajagopalan Companies Act, 2013, details about policy developed and who had resigned and since superannuated. Mr. M C Gokul was implemented by the Company on Corporate Social appointed as the Company Secretary w.e.f 30th January 2016 in Responsibility initiatives taken during the year ended 31st place of Mr. N Sivalai Senthilnathan who was re-designated as March, 2016 are given in Annexure 2 to this report. General Manager - Finance 13.3 Directors' Responsibility Statement 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed As per the provisions of Section 186 of the Companies Act, 2013 that; the details of loans and the details of investments made are given in the notes to the Financial Statements. a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are 11. EVALUATION OF THE BOARD'S PERFORMANCE no material departures. During the year, the Board adopted a formal mechanism for b. the directors had selected such accounting policies and evaluating its performance and as well as that of its Committees applied them consistently and made judgments and and directors, including the Chairman of the Board. The exercise estimates that are reasonable and prudent so as to give was carried out through a structured evaluation process covering a true and fair view of the state of affairs of the Company 14


  • Page 16

    WABCO INDIA LIMITED as at 31st March, 2016 and of the profit of the Company as per the Listing regulation. An ordinary resolution seeking for the year ended on that date; shareholders' approval is included in the notice to c. that directors had taken proper and sufficient care for shareholders. the maintenance of adequate accounting records in All transactions with related parties are placed before the accordance with the provisions of the Act for audit committee and prior approval of the audit committee safeguarding the assets of the Company and for is obtained. The Company has developed a Related Party preventing and detecting fraud and other irregularities; Transactions Policy for the purpose of identification and d. the directors had prepared the annual accounts on a monitoring of such transactions. Details of material Related going concern basis; Party Transactions entered by the Company as required under Section 134(3)(h) of the Act and the Listing regulation e. the directors had laid down internal financial controls to are given in annexure 4 to this report. be followed by the Company and that such internal financial controls are adequate and were operating 15. POLICIES effectively; and 15.1 The following policies approved by the Board of Directors f. the directors had devised proper systems to ensure of the Company were uploaded and are available in compliance with the provisions of all applicable laws the Company's website at the web link: and that such systems were adequate and operating http://www.wabco-auto.com/en/investor_relations/ effectively. wabco_india_investor_relations Corporate Social Responsibility Policy 14. DISCLOSURES UNDER COMPANIES ACT, 2013 Related Party Transaction Policy 14.1 Extract of the Annual Return Nomination and Remuneration Policy Details of extracts of the annual return as per Form Whistle Blower Policy MGT - 9 is enclosed in Annexure 3 to the Directors report. Code of Practices and Procedures for Fair Disclosure of 14.2 Number of Board Meetings Unpublished Price Sensitive Information The Board of Directors met four times during the year Code of Business conduct and Ethics by the Board members 2015-16. The details of the Board meetings and the and Senior Management. attendance of the Directors are provided in the Corporate Policy on Criteria for Determining Materiality of Events Governance Report. 15.2 Policy on director appointment and remuneration 14.3 Committees of Board of Directors Company's policy on directors' appointment and Details of memberships and attendance of various remuneration including criteria determining for qualification, committee meetings are given in Corporate Governance positive attributes, independence of a director and other Report. matters provided under Section 178(3) of the Act is provided 14.4 Related Party Transactions in the Corporate Governance Report. All related party transactions that were entered into during 16. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER the financial year were on an arm's length basis and were SECTION 197 OF THE COMPANIES ACT, 2013 in the ordinary course of business. There are no related 16.1 The ratio of the remuneration of each director to the median party transactions made by the company with promotors, employee's remuneration for the financial year and such Directors, Key Managerial Personnel or other designed other details as prescribed are as given below: persons which may have a potential conflict with the interest of the company at large. Name Ratio Mr. P. Kaniappan, Managing Director 24.17:1 Certain related party transactions entered into during the year ended 31st March 2016 and transactions proposed to Mr. M. Lakshminarayan - Independent Director 2.22:1 be entered into during the year ending 31st March 2017 Mr. D E Udwadia, Independent Director 2.25:1 between the Company and WABCO Europe BVBA, which Mr. Narayan K. Seshadri, Independent Director 2.25:1 is fellow subsidiary of the Company, are material in nature Directors other than those mentioned above have not drawn and require the approval of members by ordinary resolution any remuneration for the financial year 2015-16. 15


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    WABCO INDIA LIMITED 16.2 The percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer, Company Secretary, in the financial year: Mr. M Lakshminarayan, Chairman # 0.00% Mr. D E Udwadia, Director # 0.00% Mr. Narayan K Seshadri, Director # 0.00% Mr. P Kaniappan, Managing Director 9.8% Mr. T S Rajagopalan, Chief Financial Officer * N.A Mr. R S Rajagopal Sastry,Chief Financial Officer * N.A Mr. N Sivalai Senthilnathan, Company Secretary * N.A Mr. M.C Gokul,Company Secretary * N.A * In office for part of the year 2015-16 and hence percentage increase cannot be calculated. # Excluding sitting fee. 16.3 The percentage increase in the median remuneration of employees in the financial year: 16.07% 16.4 The number of permanent employees on the rolls of company as on 31st March 2016: 1515 16.5 The explanation on the relationship between average increase in remuneration and company performance: The Company's total revenue grew by 36.9% against which the average increase in remuneration is 11.63%; and this increase is aligned with the Remuneration Policy of the Company. 16.6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: During the Financial year 2015-16, the Company's total revenue grew by 36.9% and the percentage of increase in remuneration of the Key Managerial Personal is given below: - Mr. P Kaniappan, Managing Director 9.8% Mr. T S Rajagopalan, Chief Financial Officer * N.A Mr. R S Rajagopal Sastry, Chief Financial Officer * N.A Mr. N Sivalai Senthilnathan, Company Secretary * N.A Mr. M C Gokul, Company Secretary * N.A * In office for part of the year 2015-16 and hence percentage increase cannot be calculated. 16.7 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 16.8 Variations in the market capitalization 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 1,89,67,584 142.10 36.82 3.86 270 (B) 31.3.2015 1,89,67,584 5,688.90 63.61 89.85 10,790 (C) 31.3.2016 1,89,67,584 6,249.25 107.88 57.93 11,853 (D) Increase (B) to (C) Amount (Rs) – 560.35 44.27 (31.92) 1,063 (From last year) % – 9.85% 70% NA 10% (E) Increase (A) to (C) Amount (Rs) – 6,107.15 71.06 54.07 11,584 (From demerger) % – 4300% 293% 1501% 4298% 16


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    WABCO INDIA LIMITED 16.9 No employee is in receipt of remuneration over and above pertaining to CEO / CFO certification for the financial year ended the managerial remuneration received by executive director 31st March 2016. of the Company. The management discussion and analysis report, as required by 16.10 Average percentage increase already made in the salaries the Listing Regulation and various disclosures required under the of employees other than the managerial personnel in the Companies Act, 2013 is also attached and forms part of this last financial year: 12% report. Percentage increase in the managerial remuneration in the last financial year was 2.2%. Mr. R S Rajagopal Sastry 18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS was appointed as the Chief Financial Officer in place of Mr. T S Rajagopalan and Mr. M C Gokul was appointed The Company has a structured familiarization program for as the Company Secretary in place of Mr. N Sivalai Independent Directors of the Company which also extends to Senthilnathan during the financial year 2015-16. There other Non-Executive Directors to ensure that Directors are are no exceptional circumstances for increase in the familiarized with their function, role, rights, responsibilities and the nature of the company Business viz., automotive component managerial remuneration. industry and WABCO global business model, etc. 16.11 The key parameters for any variable component of The Board of Directors has complete access to the information remuneration availed by the directors: Independent within the Company. Presentations are regularly made to the directors have been paid sitting fees for attending meetings Board of Directors and all Committees of the Board on various of the Board and Committees and are also paid a profit matters, where Directors get an opportunity to interact with Senior related commission, but not exceeding 1% of the net profit Management. Presentations, inter alia, cover the Company's of the Company for the financial year. No sitting fee and strategy, business model, operations, markets, organization commission is paid to non-executive and non-independent structure, product offerings, finance, risk management framework, Directors of the Company. However, with respect to quarterly and annual results, human resources, technology, quality Mr. P. Kaniappan, Managing Director of the Company and such other areas as may arise from time to time. Further, variable component is paid in the form of incentive, as per regulatory updates are periodically placed before the Board. the Remuneration Policy of the Company and based on the financial and non-financial parameters. The Company also issues appointment letter to the Independent 16.12 The remuneration of directors and employees are as per Directors which also incorporates their role, duties and the remuneration policy of the Company. responsibilities. 16.13 Particulars of Employees 19. ACKNOWLEDGEMENT The statement of particulars of employees as per 197 of The directors thank the vehicle manufacturers, distributors, vendors the Companies Act, 2013, read with Companies and bankers for their continued support and assistance. (Appointment & Remuneration of Managerial Personnel) The directors gratefully acknowledge the support rendered by Rules, 2014, for the year ended 31st March, 2016, is WABCO Europe BVBA, Belgium. The directors hereby place on given in annexure 5 and forms part of this Report. record their profound appreciation for the valuable services rendered by Mr. D E Udwadia during this tenure as director. 17. CORPORATE GOVERNANCE The Company has complied with the provisions of the Listing The directors wish to place on record their appreciation of the Regulation concerning corporate governance and a report to this excellent work done by employees of the Company at all levels effect is attached, as required by Under Schedule V of the Listing during the year. The directors specially thank the shareholders Regulation. The certificate issued by the auditors of the Company for the confidence reposed by them in the Company. regarding compliance with the corporate governance requirements For and on behalf of the board is also annexed to this report. The Managing Director, (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the board on financial statements and other matters in Chennai M. Lakshminarayan accordance with Regulation 17(8) of the Listing Regulation 19th May, 2016 Chairman 17


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    WABCO INDIA LIMITED Annexure - 1 A. CONSERVATION OF ENERGY These measures are expected to result in savings of about 7 lakhs units & Rs.56 lakhs per annum. 1. Measures taken i) Hydraulic Power packs used for individual machines were 3. Details relating to imported technology: (Technology utilised for multiple machines thereby reducing energy imported during the last 5 years reckoned from the beginning consumption of the financial year) - Nil. ii) Elimination of oil cooler in Nagel honing machines iii) Introduction of Servo Valve to reduce flow and maintain 4. Expenditure on R &D constant pressure of compressed air in the main header Rs. in Lakhs iv) Introduction of Variable Frequency Drive for air compressor Capital expenditure 294.47 v) Provided frequency drive for grinding spindle for reducing Recurring expenditure (including salaries) 1,191.56 power consumption 1,486.03 vi) 15W LED lights were installed in place of 28W Tube lights in machine shop B. TECHNOLOGY ABSORPTION vii) 90W LED lights were installed in place of 400W metal halide lamps in machine shop 1. Efforts made towards technology absorption viii) 15 machine panel coolers (A/C) were replaced with Air a. Development of weather resistance PP material for palm cooled coolers coupling shutter application ix) Introduction of zero air leak solenoid valves at end of lines b. Development of surface protection for car compressor to reduce the leakages bracket application These measures resulted in a saving of about 6.9 lakh units & Rs.55.2 lakhs per annum. c. Development of Polyethylene coating for (Dual Air Over Hydraulic) DAOH application 2. Measures Proposed d. Development of surface protection for ProVia Tristop i) Providing 400KVA roof top solar power grid e. Development of O-ring for ProVia application ii) Converting centralized A/C system to independent system f. Durability test rig with active functionality on control algorithm. in meeting rooms. g. Development of accelerated durability tests for Aftermarket iii) Combination of coolant tank in all grinding machines Product Range iv) Improving compressor performance in test rigs by reducing cycle time & eliminating heaters 2. Benefits derived v) Optimization of hydraulic power pack by providing a. Improved sales and market share with localized products accumulator & pressure switch b. Improved competency for designing products for global vi) Introducing coolant valve to minimize motor operations market. vii) Chiller power consumption reduction in SPU by reducing c. Enhanced skillset and knowledge in new technology for agitation air temperature safety and fuel saving. viii) Heater power consumption reduction in impregnation by d. Reduction in lead time for products to reach the market. changing conduction media ix) VRF (Variable Refrigerant Fluid) implementation in New e. Enhanced corrosion resistance & surface protection, leading assembly cooling system to better Product life. x) Installation of LED Lamps instead of CFL Lamps in Office & assembly areas. C. FOREIGN EXCHANGE EARNINGS AND OUTGO xi) Converting high pressure lines to low pressure lines in all Rs. in Lakhs Nut Runners xii) Provision of New Compressor for assembly to eliminate Foreign exchange inflow 56,307.05 Boosters Foreign exchange outflow 21,215.37 18


  • Page 20

    WABCO INDIA LIMITED Annexure - 2 Report on CSR activities for the year ended 31st March 2016 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. P Kaniappan - Chairman b. Mr. M Lakshminarayan - Member c. Ms. Lisa Brown (from 09.11.2015) - Member d. Mr. Leon Liu (till 15.4.2015) - Member e. Mr. Trevor Lucas (till 29.10.2015) - Member 3. Average net profit of the company for last three financial years: Rs.17,451.06 Lakhs. 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 349.02 Lakhs. 5. Details of CSR spent during the financial year. a. Total amount to be spent for the Financial Year 2015-16: Rs.41.92 Lakhs. b. Amount unspent, if any: Rs.307.10 Lakhs. c. Manner in which the amount was 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 Amount spent on the 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 1) Direct Expenditure the reporting implementing and district where on projects or period Agency projects or programs programs were undertaken 2) Overheads - NIL 1 Reflooring was done Mappedu, Chennai. Promoting Education 2.00 2.00 2.00 Direct at Samathvapuram Near Test Track Village Govt. primary school as the current flooring was severely damaged 2 Hand pumped bore Mappedu, Chennai. Making available 2.00 1.48 1.48 Direct well with submergible Near Test Track safe drinking water, motor was installed for Promoting Education the Samathvapuram village Govt. primary school 3 Drinking water facility Lucknow. Making available 3.00 – – – proposed to be Near Lucknow plant safe drinking water installed in front of Somaiya Nagar Chauraha 19


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    WABCO INDIA LIMITED 1 2 3 4 5 6 7 8 4 Renovation of hand Jamshedpur. Making available safe 1.50 0.18 0.18 Direct pumped bore well for Near Jamshedpur plant drinking Water drinking water facility in Salampurvillage 5 Borewell with overhead Jamshedpur. Making available safe 1.50 1.31 1.31 Direct tank was installed for Near Jamshedpur plant drinking Water drinking water facilities at Upperbera Govt. School 6 Constructed drains Ambattur, Chennai. Environmental 10.00 9.65 9.65 Direct and safety infrastruct- Near Ambattur plant sustainability and ure in the Ayapakkam sanitation Village Area, Ambattur 7 Safety related training Chennai Promoting Education 2.00 1.92 1.92 Direct and awareness programs 8 Safety related Training Ambattur, Chennai Promoting Education 8.00 1.20 1.20 Direct and awareness programs, Chennai 9 Preventive Health Chennai Promoting preventive 5.00 3.00 3.00 Direct Check-up in and healthcare around Chennai carried out in the areas affected by flood 10 Flood relief activities Chennai Promoting education 22.00 21.18 21.18 Direct carried out at little for differently abled flower convent for Deaf & Blind Total 57.00 41.92 41.92 6. Company is in the preliminary process of exploring the feasibility and establishing a foundation for carrying out its CSR programs. Further, the Company is also in the process of identifying suitable projects and mode for implementing various projects and 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 Managing Director & Chairman of CSR Committee 20


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    WABCO INDIA LIMITED Annexure - 3 Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.3.2016 [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 - 2828 4959 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 Services product / service of the Company 1 Auto components 34300 94.64% Except sale of auto components no other income 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) 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 21


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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 16,43,684 – 16,43,684 8.67% 15,25,648 – 15,25,648 8.04% -0.63 b. Bank / FI 3,065 – 3,065 0.02% 22,050 – 22,050 0.12% +0.10 c. Cent. Govt. – d. State Govt. – e. Venture Capital – f. Insurance Co. g. FIIs 3,87,471 – 3,87,471 2.04% 2,59,996 – 2,59,996 1.37% -0.67 h. Foreign Portfolio Corporate 69,865 – 69,865 0.37% 1,62,063 – 1,62,063 0.85% +0.48 i. Foreign Venture Capital Fund – j. Others – Sub-Total-B(1) 21,04,085 - 21,04,085 11.10% 19,69,757 - 19,69,757 10.38% -0.72 2. Non-Institution a. Body Corporate 7,78,717 1,651 7,80,368 4.12% 9,10,453 1,651 9,12,104 4.81% +0.69 b. Individual i. Individual shareholders holding nominal share capital upto Rs. 1 lakh 14,62,823 2,31,643 16,94,466 8.92% 15,17,783 2,14,963 17,32,746 9.13% +0.21 ii. Individual shareholders holding nominal share capital in excess of Rs.1 Lakh 1,07,856 – 1,07,856 0.57% 73,170 – 73,170 0.38% -0.18 Others NRI (Repatriable) 24,826 – 24,826 0.13% 33,499 – 33,499 0.18 +0.05 NRI (Non-Repatriable) 30,125 174 30,299 0.16% 20,018 174 20,192 0.11 -0.05 Foreign National – – – – 82 – 82 – – OCB Directors 50 – 50 – 50 – 50 – – Trust In Transit – – – – – – – – – Sub-Total-B(2) 24,04,347 2,33,468 26,37,815s 13.90% 25,55,355 2,16,788 27,72,143 14.62 +0.72 Net Total (1+2) 45,08,432 2,33,468 47,41,900 25.00% 45,25,112 2,16,788 47,41,900 25.00% 0 C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group – – – – – – – – – Public – Grand Total (A+B+C) 1,87,34,116 2,33,468 1,89,67,584 100% 1,87,50,796 2,16,788 1,89,67,584 100% – 22


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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 MANAGERIAL PERSONNEL Sl. For each of the Directors and KMP Shareholding at the beginning of the year 01.04.2015 Shareholding at the end of the year 31.03.2016 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. Jorge Solis – – – – 5. Mr. Sean Deason – – – – 6. Mr. Shivram Narayanaswami – – – – 7. Ms. Lisa J Brown – – – – 8. Mr. P Kaniappan – – – – 9. Mr. R S Rajagopal Sastry – – – – 10. Mr. M C Gokul – – – – * No addition or deletion of shares held by Mr. Lakshminarayan, Chairman of the Company as well as other directors and Key Managerial Personal during the financial year. 23


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    WABCO INDIA LIMITED VII. TOP 10 SHAREHOLDERS AS ON 31.03.2016 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 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 15,500 01-04-2015 Opening balance 10-04-2015 Transfer - Purchase 25,000 0.13 40,500 0.21 17-04-2015 Transfer - Purchase 9,000 0.05 49,500 0.26 01-05-2015 Transfer - Purchase 33,871 0.18 83,371 0.44 08-05-2015 Transfer - Sale 2,300 0.01 81,071 0.43 15-05-2015 Transfer - Purchase 6,380 0.03 87,451 0.46 22-05-2015 Transfer - Purchase 15,000 0.08 102,451 0.54 29-05-2015 Transfer - Purchase 10,000 0.05 112,451 0.59 05-06-2015 Transfer - Purchase 30 0.00 112,481 0.59 12-06-2015 Transfer - Purchase 18,842 0.10 131,323 0.69 19-06-2015 Transfer - Purchase 19,000 0.10 150,323 0.79 03-07-2015 Transfer - Sale 212 0.00 150,111 0.79 10-07-2015 Transfer - Purchase 3,132 0.02 153,243 0.81 17-07-2015 Transfer - Purchase 5,000 0.03 158,243 0.83 14-08-2015 Transfer -Sale 83 0.00 158,160 0.83 28-08-2015 Transfer - Purchase 20,545 0.11 178,705 0.94 04-09-2015 Transfer - Purchase 882 0.00 179,587 0.95 11-09-2015 Transfer - Purchase 1,996 0.01 181,583 0.96 18-09-2015 Transfer - Sale 132 0.00 181,451 0.96 09-10-2015 Transfer - Purchase 2,257 0.01 183,708 0.97 23-10-2015 Transfer - Sale 59 0.00 183,649 0.97 30-10-2015 Transfer - Sale 136 0.00 183,513 0.97 06-11-2015 Transfer - Purchase 1,650 0.01 185,163 0.98 13-11-2015 Transfer - Purchase 2,190 0.01 187,353 0.99 04-12-2015 Transfer - Purchase 5,000 0.03 192,353 1.01 11-12-2015 Transfer - Purchase 5,000 0.03 197,353 1.04 15-01-2016 Transfer - Purchase 393 0.00 197,746 1.04 22-01-2016 Transfer - Purchase 6,919 0.04 204,665 1.08 18-03-2016 Transfer - Purchase 9,491 0.05 214,156 1.13 25-03-2016 Transfer - Purchase 12,000 0.06 226,156 1.19 31-03-2016 Closing Balance 226,156 1.19 AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS LONG TERM EQUITY FUND 142,470 01-04-2015 Opening balance 24-04-2015 Transfer - Purchase 2,000 0.01 144,470 0.76 06-05-2015 Transfer - Purchase 4,625 0.02 149,095 0.79 26-06-2015 Transfer - Purchase 10,000 0.05 159,095 0.84 10-07-2015 Transfer - Purchase 17,000 0.09 176,095 0.93 21-08-2015 Transfer - Purchase 3,000 0.02 179,095 0.94 28-08-2015 Transfer - Purchase 3,000 0.02 182,095 0.96 27-11-2015 Transfer - Purchase 10,000 0.05 192,095 1.01 08-01-2016 Transfer - Purchase 8,000 0.04 200,095 1.05 15-01-2016 Transfer - Purchase 5,000 0.03 205,095 1.08 04-03-2016 Transfer - Purchase 10,000 0.05 215,095 1.13 31-03-2016 Closing Balance 215,095 1.13 24


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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 SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT MIDCAP 253,596 01-04-2015 Opening Balance 10-04-2015 Transfer - Sale 3,881 0.02 249,715 1.32 08-05-2015 Transfer - Sale 104 0.00 249,611 1.32 22-05-2015 Transfer - Sale 12,896 0.07 236,715 1.25 29-05-2015 Transfer - Sale 2,000 0.01 234,715 1.24 05-06-2015 Transfer - Sale 4,715 0.02 230,000 1.21 19-06-2015 Transfer - Sale 746 0.00 229,254 1.21 26-06-2015 Transfer - Sale 735 0.00 228,519 1.20 30-06-2015 Transfer - Sale 1,061 0.01 227,458 1.20 03-07-2015 Transfer - Sale 713 0.00 226,745 1.20 10-07-2015 Transfer - Sale 3,054 0.02 223,691 1.18 17-07-2015 Transfer - Sale 223 0.00 223,468 1.18 31-07-2015 Transfer - Sale 8,468 0.04 215,000 1.13 14-08-2015 Transfer - Sale 428 0.00 214,572 1.13 21-08-2015 Transfer - Sale 5,000 0.03 209,572 1.10 18-09-2015 Transfer - Sale 372 0.00 209,200 1.10 25-09-2015 Transfer - Sale 188 0.00 209,012 1.10 30-09-2015 Transfer - Sale 732 0.00 208,280 1.10 02-10-2015 Transfer - Sale 267 0.00 208,013 1.10 09-10-2015 Transfer - Sale 3,013 0.02 205,000 1.08 16-10-2015 Transfer - Sale 754 0.00 204,246 1.08 23-10-2015 Transfer - Sale 1,246 0.01 203,000 1.07 13-11-2015 Transfer - Sale 700 0.00 202,300 1.07 27-11-2015 Transfer - Sale 2,028 0.01 200,272 1.06 08-01-2016 Transfer - Sale 103 0.00 200,169 1.06 29-01-2016 Transfer - Sale 42 0.00 200,127 1.06 05-02-2016 Transfer - Sale 7,914 0.04 192,213 1.01 12-02-2016 Transfer - Sale 7,815 0.04 184,398 0.97 26-02-2016 Transfer - Sale 1,123 0.01 183,275 0.97 31-03-2016 Closing Balance 183,275 0.97 CATAMARAN MANAGEMENT SERVICES PRIVATE LIMITED 150,712 01-04-2015 Opening balance – – – – 31-03-2016 Closing Balance 150,712 0.79 25


  • Page 27

    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. 98,583 01-04-2015 Opening balance 10-04-2015 Transfer - Purchase 15,300 0.08 113,883 0.60 17-04-2015 Transfer - Sale 43 0.00 113,840 0.60 24-04-2015 Transfer - Purchase 153 0.00 113,993 0.60 01-05-2015 Transfer - Sale 11 0.00 113,982 0.60 29-05-2015 Transfer - Purchase 1,329 0.01 115,311 0.61 05-06-2015 Transfer - Purchase 1,000 0.01 116,311 0.61 26-06-2015 Transfer - Purchase 20 0.00 116,331 0.61 30-06-2015 Transfer - Purchase 1,587 0.01 117,918 0.62 03-07-2015 Transfer - Purchase 4,700 0.02 122,618 0.65 28-08-2015 Transfer - Purchase 3,701 0.02 126,319 0.67 04-09-2015 Transfer - Sale 2,433 0.01 123,886 0.65 11-09-2015 Transfer - Sale 1,672 0.01 122,214 0.64 09-10-2015 Transfer - Purchase 41 0.00 122,255 0.64 23-10-2015 Transfer - Sale 500 0.00 121,755 0.64 20-11-2015 Transfer - Sale 1,141 0.01 120,614 0.64 11-12-2015 Transfer - Sale 2,000 0.01 118,614 0.63 31-12-2015 Transfer - Purchase 8,000 0.04 126,614 0.67 08-01-2016 Transfer - Purchase 3,000 0.02 129,614 0.68 15-01-2016 Transfer - Sale 858 0.00 128,756 0.68 29-01-2016 Transfer - Purchase 250 0.00 129,006 0.68 05-02-2016 Transfer - Sale 1,161 0.01 127,845 0.67 04-03-2016 Transfer - Sale 8,465 0.04 119,380 0.63 11-03-2016 Transfer - Sale 482 0.00 118,898 0.63 18-03-2016 Transfer - Sale 2,199 0.01 116,699 0.62 25-03-2016 Transfer - Purchase 528 0.00 117,227 0.62 31-03-2016 Transfer - Purchase 6,701 0.04 123,928 0.65 31-03-2016 Closing Balance 123,928 0.65 TATA AIA LIFE INSURANCE CO LTD - WHOLE LIFE MID CAP EQUITY FUND - ULIF009 04-01-07 WLE 110 180,000 01-04-2015 Opening Balance 10-04-2015 Transfer - Sale 7,816 0.04 172,184 0.91 17-04-2015 Transfer - Sale 5,670 0.03 166,514 0.88 01-05-2015 Transfer - Sale 2,650 0.01 163,864 0.86 15-05-2015 Transfer - Sale 1,763 0.01 162,101 0.85 22-05-2015 Transfer - Sale 11,352 0.06 150,749 0.79 05-06-2015 Transfer - Sale 5,000 0.03 145,749 0.77 04-09-2015 Transfer - Sale 840 0.00 144,909 0.76 30-10-2015 Transfer - Sale 36 0.00 144,873 0.76 06-11-2015 Transfer - Sale 15,449 0.08 129,424 0.68 04-12-2015 Transfer - Sale 2,262 0.01 127,162 0.67 11-12-2015 Transfer - Sale 881 0.00 126,281 0.67 18-12-2015 Transfer - Sale 2,226 0.01 124,055 0.65 25-12-2015 Transfer - Sale 3,901 0.02 120,154 0.63 31-12-2015 Transfer - Sale 1,986 0.01 118,168 0.62 08-01-2016 Transfer - Sale 2,000 0.01 116,168 0.61 31-03-2016 Closing Balance 116,168 0.61 26


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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 MOTILAL OSWAL MOST FOCUSED MIDCAP 30 FUND NIL 01-04-2015 Opening balance 07-08-2015 Transfer - Purchase 36,457 0.19 36,457 0.19 14-08-2015 Transfer - Purchase 301 0.00 36,758 0.19 21-08-2015 Transfer - Purchase 6,301 0.03 43,059 0.23 28-08-2015 Transfer - Purchase 10,624 0.06 53,683 0.28 04-09-2015 Transfer - Purchase 7,411 0.04 61,094 0.32 18-09-2015 Transfer - Purchase 2,523 0.01 63,617 0.34 25-09-2015 Transfer - Purchase 2,000 0.01 65,617 0.35 30-09-2015 Transfer - Purchase 5,000 0.03 70,617 0.37 09-10-2015 Transfer - Purchase 5,209 0.03 75,826 0.40 30-10-2015 Transfer - Purchase 256 0.00 76,082 0.40 06-11-2015 Transfer - Purchase 1,225 0.01 77,307 0.41 20-11-2015 Transfer - Purchase 1,500 0.01 78,807 0.42 27-11-2015 Transfer - Purchase 3,203 0.02 82,010 0.43 04-12-2015 Transfer - Purchase 1,246 0.01 83,256 0.44 11-12-2015 Transfer - Purchase 1,640 0.01 84,896 0.45 18-12-2015 Transfer - Purchase 2,500 0.01 87,396 0.46 25-12-2015 Transfer - Purchase 3,843 0.02 91,239 0.48 31-12-2015 Transfer - Purchase 2,270 0.01 93,509 0.49 08-01-2016 Transfer - Purchase 6,767 0.04 100,276 0.53 15-01-2016 Transfer - Purchase 3,398 0.02 103,674 0.55 22-01-2016 Transfer - Purchase 834 0.00 104,508 0.55 29-01-2016 Transfer - Purchase 700 0.00 105,208 0.55 12-02-2016 Transfer - Purchase 1,200 0.01 106,408 0.56 19-02-2016 Transfer - Purchase 327 0.00 106,735 0.56 26-02-2016 Transfer - Purchase 2,913 0.02 109,648 0.58 04-03-2016 Transfer - Purchase 1,193 0.01 110,841 0.58 18-03-2016 Transfer - Purchase 75 0.00 110,916 0.58 31-03-2016 Transfer - Purchase 697 0.00 111,613 0.59 31-03-2016 Closing Balance 111,613 0.59 U T I - EQUITY FUND 80,447 01-04-2015 Opening balance 01-05-2015 Transfer - Sale 212 0.00 80,235 0.42 26-06-2015 Transfer - Sale 724 0.00 79,511 0.42 21-08-2015 Transfer - Sale 548 0.00 78,963 0.42 31-03-2016 Closing Balance 78,963 0.42 TATA BALANCED FUND 40,000 01-04-2015 Opening balance 01-05-2015 Transfer - Purchase 10,000 0.05 50,000 0.26 26-06-2015 Transfer - Purchase 10,000 0.05 60,000 0.32 16-10-2015 Transfer - Purchase 2,000 0.01 62,000 0.33 23-10-2015 Transfer - Purchase 5,000 0.03 67,000 0.35 06-11-2015 Transfer - Purchase 8,000 0.04 75,000 0.40 31-03-2016 Closing Balance 75,000 0.40 RADHA MADHAV INVESTMENTS LTD 78,770 01-04-2015 Opening balance - - - - 01-08-2016 Transfer - Sale 8000 0.04 70,770 0.37 31-03-2016 Closing Balance 70,770 0.37 27


  • Page 29

    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 1.4.2015 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 - 31.3.2016 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 95.60 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 4.70 (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 7.26 Performance Bonus 33.72 Total 141.28 Ceiling as per the Act 1,357.65 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 2.2 2.4 2.4 7.0 Commission * 10.00 10.00 10.00 30.00 Others – – – – Total (1) 12.2 12.4 12.4 37.0 28


  • Page 30

    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) 37.00 Ceiling as per the Act 271.53 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. Mr. Mr. Mr. Amount No. R S Rajagopal M C Gokul, T S Rajagopalan, N Sivalai Sastry, Company Chief Financial Senthilnathan, Chief Financial Secretary Officer Company Officer Secretary (w.e.f.31.08.2015) (w.e.f.30.01.2016) (upto 31.08.2015) (upto 29.01.2016) 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 31.62 2.99 29.41 39.47 103.49 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 – – – – – (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 Contribution to Provident Fund and gratuity fund 1.85 0.22 0.60 2.37 5.04 Performance Bonus 4.40 0.11 – 4.72 9.23 Total (C) 37.87 3.32 30.01 46.56 117.76 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 29


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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, Amount nature of relationship transactions or transactions including if any: the value, if any: Sale of Automotive 01.04.2015 to 31.03.2016 Mark-up on cost of raw 20.05.2015 19,761.27 Components materials, conversion cost and other relevant expenses WABCO Europe BVBA, Rendering of services 01.04.2015 to 31.03.2016 Mark-up on cost of salary, rent 20.05.2015 3,127.00 a fellow subsidiary and other relevant expenses Fee for Intellectual property, 01.04.2015 to 31.03.2016 Fee for technical upto 31.12.2015 20.05.2015 1,996.80 Technical knowhow and and Royalty @ 4% p.a. on net sales & availing Technical services with effect from 1st January 2016 31.03.2016 Reimbursement of expenses 01.04.2015 to 31.03.2016 Actuals 20.05.2015 71.32 Note: There is no advance amount paid. Net sales: Total product sales less inter-company sales and inter-company purchases. 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 Date of Designation Qualification Age Experience Remuneration Last No. employee Joining Years Employment 1. P Kaniappan 20/02/2008 Managing B. Tech, M.Sc, Engg., 56 34 1,41,28,293 Sundaram-Clayton Ltd. Director (Warwick), Executive MBA 2. Dinesh Shyamsundar 02/09/2011 Leader, Software B.E. 53 30 73,57,013 Varroc Engineering Pvt. Ltd. Development Centre 3. P Jeganathan 02/07/2007 Vice-President, Manu- B.Tech, Executive MBA 52 31 62,97,597 Maruti Udyog Ltd. facturing & Logistics 4. A P Justin 08/09/2011 Vice President - MSW, BGL, Dip. in T&D 47 24 60,74,454 Tube Investments of India Ltd. Human Resources 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. Rajagopalan 25-12-2008 Chief Financial B.Com, ACA, AICWA 58 33 81,72,883 Sundaram-Clayton T S (upto 30.10.2015) Officer ACS, CFA, CMA & Ltd. (upto 31-8-2015) Executive MBA 2. Narayanamurthy G 20-02-2008 Sr. Vice President, B.E. 60 38 76,23,514 Sundaram-Clayton (upto 12.09.2015) Marketing Ltd 3. R S Rajagopal Sastry 31-08-2015 Chief Financial B.Com, AICWA, 46 28 37,31,768 R Stahl (I) Officer ACS. Private 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. Nature of employment is contractual. 3. None of the above employee is related to any director of the Company. 4. No employee holds more than 2% of shares in the Company. 30


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    WABCO INDIA LIMITED Annexure - 6 Form No. MR-3 Secretarial Audit Report for the financial year ended 31st March 2016 [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 (Issue of Capital and Disclosure Requirements) Regulations, 2009; The Members, WABCO India Limited, CIN: L34103TN2004PLC054667 (d) The Securities and Exchange Board of India (Substantial Plot No.3, Third Main Road, Ambattur Industrial Estate, Acquisition of Shares and Takeovers) Regulation, 2011; Chennai - 600058 (e) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (applicable with effect We have conducted a Secretarial Audit of the compliance of applicable from 15th May 2015); and statutory provisions and adherence to good corporate practices by (f) The Securities and Exchange Board of India (Listing M/s. WABCO INDIA LIMITED (hereinafter called “the Company”) during Obligations and Disclosure Requirements) Regulations, the financial year from 1st April 2015 to 31st March 2016 (the year / audit 2015 (applicable with effect from 1st December 2015) period / period under review). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate (vii) The following laws that are specifically applicable to the conducts and statutory compliances and expressing our opinion thereon. Company (specific laws): (a) The Special Economic Zones Act, 2005 and The Special We are issuing this report based on our verification of books, papers, Economic Zones Rules, 2006 (for the unit located in a minute books and other records maintained, forms / returns filed, Special Economic Zone); and compliance related action taken during the year as well as after (b) The Software Technology Parks Scheme (for the unit 31st March 2016 but before the issue of this report, and the information located in an STPI). provided by the Company, its officers, agents and authorized representatives during our conduct of the Secretarial Audit. (viii) The listing agreements (old agreements upto 30th November 2015 and new agreements from 1st December 2015) entered A. We hereby report that: by the Company with: 1. In our opinion, during the audit period covering the financial year (a) BSE Limited; and ended on 31st March 2016, the Company has complied with the (b) National Stock Exchange of India Limited. statutory provisions listed hereunder, and also has Board processes and compliance mechanism in place to the extent, in the manner (ix) Secretarial Standards on Meetings of Board of Directors and and subject to the reporting made hereinafter. The members are General meetings, issued by the Institute of Company requested to read this report along with our letter of even date Secretaries of India (“Secretarial Standards”) under annexed to this report as Annexure - A. Section 118(10) of the Act (applicable from 1st July 2015). 2. We have examined the books, papers, minute books and other 3. We are informed that during / in respect of the year: records maintained by the Company and forms / returns / reports / (i) The Company was not required to comply with the following disclosures / information filed during the year according to the laws / regulations / agreement / guidelines and consequently applicable provisions of: not required to maintain any books, papers, minute books or other records or file any forms / returns under: (i) The Companies Act, 2013 (the Act) and the rules made thereunder. (a) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (ii) The Companies Act, 1956 and the rules made thereunder. (b) The Securities and Exchange Board of India (Delisting of (iii) The Securities Contracts (Regulation) Act, 1956 and the rules Equity Shares) Regulations, 2009; made thereunder. (c) The Securities and Exchange Board of India (Employee (iv) The Depositories Act, 1996 and the regulations and bye-laws Stock Option Scheme and Employee Stock Purchase framed thereunder. Scheme) Guidelines, 1999 read with Securities and Exchange Board of India (Share Based Employee (v) Foreign Exchange Management Act, 1999 and the rules and Benefits) Regulations 2014; and regulations made thereunder to the extent of Foreign Direct Investment (FEMA). (d) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas (vi) The following Regulations prescribed under the Securities and Direct Investment and External Commercial Borrowings Exchange Board of India Act, 1992 (SEBI Act): (FEMA). (a) The Securities and Exchange Board of India (Prohibition (ii) There was no law other than those specific laws set out in of Insider Trading) Regulations, 1992; (upto 14th May 2015) paragraph A-2(vii) above, that was specifically applicable to (b) The Securities and Exchange Board of India (Registrars the Company, considering the nature of its business. Hence to an Issue and Share Transfer Agents) Regulations, 1993 the requirement to report on compliance with any other specific regarding with Companies Act and dealing with client; law did not arise. 31


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    WABCO INDIA LIMITED 4. During the period under review, and also considering the compliance the Secretarial Standards for sending them at a shorter notice or related action taken by the Company after 31st March 2016 but before circulating them at the meeting: the issue of this report, the Company has, to the best of our (i) Supplementary agenda notes and annexures in respect of knowledge and belief and based on the information and explanations unpublished price sensitive information such as unaudited provided to us, complied with the applicable provisions of the Act, financial results; and Rules, SEBI Regulations, FEMA, specific laws, Listing Regulation (ii) Additional subjects/ information and supplementary notes. and Secretarial Standards specified under paragraph A-2 above. 6. A system exists for seeking and obtaining further information and B. We further report that: clarifications on the agenda items before the Board meeting and for 1. The Board of Directors of the Company is duly constituted with proper meaningful participation at the meetings. balance of Executive Directors, Non-Executive Directors and 7. Majority decision is carried through. We are informed that there were Independent Directors. no dissenting views from any Board member that were required to be captured and recorded as part of the minutes. 2. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance C. We further report that: with the provisions of the Act. 1. There are adequate systems and processes in the Company 3. Adequate notice was given to all directors to schedule the Board commensurate with the size and operations of the company to Meetings. Notice of Board meetings were sent at least seven days monitor and ensure compliance with applicable laws, rules, in advance. regulations and guidelines. 2. During the audit period, there were no specific events / actions having 4. Agenda and detailed notes on agenda were sent less seven days major bearing on the Company’s affairs in pursuance of the above before the Board meeting held on or before 30th June 2015, since referred laws, rules, regulations, guidelines and standards. there was statutory requirement during the said period to send them seven days in advance of the meeting. For S Krishnamurthy & Co., 5. In respect Board meetings convened after 1st July 2015 (the date Company Secretaries, on which the Secretarial Standards became applicable), agenda K. Sriram and detailed notes on agenda were sent not less than seven days Partner before the respective meetings except for the following, in respect Date : 19th May 2016 Membership No: F6312 of which consent of the Board was duly obtained as required under Place : Chennai Certificate of Practice No:2215 Annexure – A to Secretarial Audit Report of even date To, 5. We have verified the secretarial records furnished to us on a test The Members, basis to see whether the correct facts are reflected therein. We also WABCO India Limited, CIN: L34103TN2004PLC054667 examined the compliance procedures followed by the Company on Plot No.3, Third Main Road, Ambattur Industrial Estate, a test basis. We believe that the processes and practices we followed Chennai - 600058 provide a reasonable basis for our opinion. Our Secretarial Audit Report (Form MR-3) of even date for the financial 6. We have not verified the correctness and appropriateness of financial year ended 31st March 2016 is to be read along with this letter. records and books of accounts of the Company. 1. Maintenance of secretarial records and compliance with the 7. We have obtained the Management’s representation about provisions of corporate and other applicable laws, rules, regulations compliance of laws, rules and regulations and happening of events, and standards is the responsibility of the Company’s management. wherever required. Our responsibility is to express an opinion on the secretarial records 8. Our Secretarial Audit report is neither an assurance as to the future produced for audit. viability of the Company nor of the efficacy or effectiveness with 2. We have followed such audit practices and processes as we which the management has conducted the affairs of the Company. considered appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. For S Krishnamurthy & Co., 3. While forming an opinion on compliance and issuing this report, we Company Secretaries, have also considered compliance related action taken by the Company after 31st March 2016 but before the issue of this report. K. Sriram 4. We have considered compliance related actions taken by the Partner Company based on independent legal / professional opinion obtained Date : 19th May 2016 Membership No: F6312 as being in compliance with law. Place : Chennai Certificate of Practice No:2215 32


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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 2015-16 at 7.6% was higher than the GDP of 2014-15. Table -1 shows India's real GDP growth rates (at factor cost) for various sectors broadly from 2012-13 to 2015-16. Sector 2012-13 2013-14 2014-15 2015-16 Agriculture 1.9 3.7 0.2 1.2 Industry 1.2 5.3 6.6 8.8 Services 6.8 8.1 9.4 8.2 GDP (constantprices) 5.6 6.6 7.2 7.6 Source: Reserve Bank of India - Publications, Government of India. The GDP growth in 2015-16 is driven by a significant Table - 2 M&HCV Production and Sales numbers. growth in industrial production. Figures in units Industrial Growth: Category 2014-15 2015-16 Growth On a cumulative basis in April'15 - March'16, IIP registered M&HCV Production 2,68,558 3,41,181 27% a growth of 2.66% as compared to previous year growth of 2.88%. M&HCV Sales 2,63,407 3,37,565 28% Source: SIAM ii. Indian Commercial Vehicle Industry: The outlook on the CV industry has improved gradually II. Business outlook and overview since the second half of the financial year 2014-15 driven The macroeconomic situation in India has improved significantly by improving viability for fleet operators, replacement-led during the past couple of years. In addition, government's policy demand (following two years of capacity deferral by fleet to boost the manufacturing and service sector and commitment operators) and pre-buying ahead of implementation of BS- to resolve mining and infrastructure projects provides a positive IV emission norms and Anti-Lock Braking Systems (ABS). outlook for the year 2016-17. But the slowdown in advanced As a result, the M&HCV (Truck) segment has registered economies, including US, lower commodity prices and weaker a growth of 31.9% during the financial year 2015-16 and currencies in some major trading partners, vis-à-vis the Indian would continue to benefit from these factors in the near- rupee, are likely to hit merchandise exports and financial, telecom, term. business and other tradable services. The growth prospects could improve further if the impact Growth: The economic growth outlook for the year 2016-17 is of ongoing reforms in the infrastructure and mining sectors approximately at 7.4% as estimated by various rating agencies percolates down to ground level. Although demand for road and Government and international bodies. India is one of the logistics hasn't improved meaningfully over the past few fastest growing large economies in the world and would likely quarters, the reduction in diesel prices has come as a relief remain so in the near term. The potential growth of the country for the industry, which was reeling under pressure of can be raised further if it could successfully implement necessary steadily rising operating costs and weak pricing power reforms including unifying the tax regime, improving labor market (amidst surplus capacity in the trucking system). The regulations and opening further to foreign direct investment and improvement in cash flows of fleet operators has also trade. started showing up in improved collection efficiency for CV Inflation & Monetary Context: Consumer price inflation, measured financiers, who expect that further deterioration in asset by the Consumer Price Index (CPI), on average is expected to be quality indicators is unlikely. Accordingly, we expect M&HCV 4.9 per cent in 2016-17. This will be the second consecutive year (Truck) sales to register a growth of 13-15% during the when retail price inflation will remain below five per cent. A likely financial year 2016-17. improvement in agricultural output is going to play a large role in Replacement of buses under the Jawaharlal Nehru National keeping inflation under check. Food grains production is expected Urban Renewal Mission (JNNURM) phase II will drive to rise year on year, by 4.8 per cent, as monsoon rains are likely demand for buses during the year. Sales of M&HCVs are to be above average this year following 2 years of drought. expected to be higher by 19.9 per cent in the whole year. Table 2 shows the growth in production and sales of The Indian Meteorological Department (IMD) and private Indian M&HCV from 2014-15 to 2015-16. weather forecaster Skymet, both are expecting an above average 33


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    WABCO INDIA LIMITED monsoon, with the former projecting rainfall to be 106% and the STEEL latter estimating it to be 105% of the Long Period Average. In the first half of financial year 2015-16, Indian domestic prices have registered steep decline due to impact of lower priced steel A few other factors are also expected to prevent consumer inflation imports especially from China, Japan, Korea and Common Wealth from falling below the 2015-16 level. These include rise in international of Independent States (CIS) countries amid a not-so-strong demand crude oil prices and likely depreciation of the Indian rupee. Since scenario. Besides, slowdown of economic growth in China a large chunk of India's foreign trade is in US dollars, the depreciation dampened demand for steel in the country, causing it to export of the domestic currency is likely to feed into inflation. surplus steel at cheaper prices to countries such as India, hurting revenues of local steel manufacturers. This has resulted in significant III. Opportunities & Threats price drop in the domestic market. The procurement prices came The Company provides safety and vehicle control solutions to down by about 8% by the end of 2015 compared to 2014 and the commercial vehicle segment of the automotive industry. In the Company had tapped this benefit fully by reducing the connection to this, the Anti-Lock Brake Systems (ABS) legislation component prices in line with the material content for M3 and N3 vehicles got implemented from the third quarter To rescue steel industry, Government of India has hiked the of 2015-16, which resulted in increased business. Local market import duty on key steel products in July 2015 & August 2015 growth opportunities were through increase in content per vehicle resulting in a net increase of 5%. As it did not have the desired in the form of introducing new systems / technologies like wiring effect, during September 2015 the government imposed another harness, pole wheels and Lift axcle control system. The company 20 per cent provisional safeguard duty for 200 days on the import has also expanded into new segments like off- highway, defense, of hot-rolled flat products in coils wider than 600 mm. Again luxury bus, car and trailers in December 2015 the government imposed anti-dumping duty In the Aftermarket side, further potential in retro fitment of ranging from 5 to 57 per cent on cold-rolled flat products of stainless steel for a period of five years. On top of this government advanced products like Air Disc Brakes, Electronically Controlled announced MIP (minimum import price) of 173 steel products Air Suspension is being explored. Our focused efforts in Trailer in February 2016 to curb dumping of cheap steel by countries segment have boosted the sales growth considerably and Trailer like China, Russia, Japan and South Korea. Anti-Lock Brake Systems (TABS) and Trailer Electronic Brake Systems (TEBS) are also continued to be explored in this Following various interventions from the Government, leading segment. Focused initiatives are also being taken to venture in domestic primary steel producers have raised product prices by the space of telematics through the indigenously developed 4 to 5% effective February 2016. We estimate that there could vehicle tracking systems. be a gradual but marginal price hike going forward. The company has also commenced supplies of slack adjusters Risk Management: and double diaphragm spring brake actuators to global markets The Company has laid down procedures for risk assessment through the other WABCO sites. and mitigation actions. These procedures are periodically reviewed As a measure of improving the safety in passengers transport, to ensure that executive management controls risk through zero leak programs at public transports, school and college means of a properly defined framework. Risks identified and buses are being carried out. Distributor branches are increasing mitigation measures are periodically communicated to the board their presence in B & C towns and that is resulting in availability of directors. of genuine parts in remote locations. Our authorized service center network is expanding and currently we have 200 service V. Internal control system and their adequacy centers with Pan India presence to cater to the customer The Company has a proper and adequate systems of internal requirements. These initiatives would result in improved service control to ensure that all assets are safeguarded and protected practices, availability of genuine parts and generate additional against loss from unauthorized use or disposition thereof. All revenue for the Company. transactions are authorized, recorded and reported correctly. Given the growth opportunities that are available in the commercial The internal controls are checked by internal auditors. The vehicle industry, we expect the activity levels of the competitors observations made by them, management action and time frame to be on the rise. are reviewed by the audit committee of the Board of Directors. Concerns if any are reported to the Board. IV. Risks and concerns VI. Operations review The cyclical nature of the Indian commercial vehicle industry presents its own risk to the business. The operating expenses A. Manufacturing are likely to rise with the expected increase in prices of key "WIN 2.0" was a transformation initiative intended towards raw materials. changing the mindset of employees at all levels, all functions 34


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    WABCO INDIA LIMITED and across locations and achieve global standards of improving the product quality. Deploying global best practices performance. This initiative was widely imbibed in all like "8 steps of Quality Fundamental", "VDA 6.3" standards, employees and has already started yielding visible results helped us to reduce the defects significantly. 60% of our in all areas of operations. Our key customers have also assembly lines are certified for 8 steps of Quality fundamentals, acknowledged our transformation and have recognized us 24 assembly lines were upgraded for making them robust with awards. enough to prevent generation of defects. Also new warranty The Company had bagged prestigious supplier awards process to do level zero inspection at customer end helped simultaneously from the top OEM Customers i.e. "Supplier in speedy analysis and resolution of failures. of the year" award from TATA Motors, "Gold Award for The same rigor was introduced in supplier process to improve Quality" from Ashok Leyland, Outstanding contribution to the child part quality. Front loading of quality deliverables in "New Product Development" from Volvo Eicher, "Best new projects to improve the new product quality. Standardization Supplier for Innovation" from Daimler India, and "Product of the quality procedures is aligned with QS9000 / TS16949 up-gradation through Innovation" Award from Swaraj Mazda requirements. The Company is certified for TS16949. Isuzu. TQM is a way of life at the Company. 100% participation in During 2013-14, construction of the plant near Lucknow employee involvement has been successful for the past in the State of Uttar Pradesh was completed. Activities 16 consecutive years. Employees have completed 240 Quality have since increased and this plant has become a Control Circle projects and 88 Supervisory Improvement Team manufacturing hub for the customers located in the northern and Cross Functional team projects by applying statistical and central part of India. Further, a warehouse was tools and Quick Response Six Sigma (QR6S) methodology established in Indore during the year to cater to the needs during 2015-16. The average number of suggestions of customers located in central India. During the year the implemented per employee was 41 in 2015-16 which is close Company has initiated "Lean Equipment Development to international benchmark. center" for frugal, high quality, low cost capital investments Quality Control circle, Cross functional teams of employees in new projects. This centre also conceptualizes designs participated in external competitions conducted by industry and builds manufacturing lines to be shipped to various WABCO global locations. bodies, Automotive Component Manufacturers Association (ACMA), Confederation of Indian Industry (CII), National The Company's manufacturing facilities , building on its Institution for Quality and Reliability (NIQR), Indian Machine strong fundamentals of Total Quality Management (TQM), Tool Manufacturers Association (IMTMA), Quality Circle Forum Total Productive Maintenance (TPM) and Lean Manufacturing of India (QCFI) and had won various prizes. Significant has best-in-class practices for safety, work environment, among them is the National level first prize in IMTMA productivity water and energy conservation. These initiatives are deployed Championship competition and winning first prize in "Single companywide to achieve significant improvement in Minute Exchange of Die" competition conducted by ACMA productivity and reduction in manufacturing cost. third time in a row. Focused lean initiatives were executed throughout all manufacturing locations, challenging site layouts for more C. Cost management compact & efficient floor space utilization. This initiative has The Company continues its rigorous focus on its costs helped in increased sales within the current floor space through an effective cost deployment system. Value which is now fully utilized. engineering and continuous change in design for easy The Company received "Silver Trophy for Star Performer application are the major cost reduction factors. Cost in Exports" from EEPC INDIA, "Award of Honor" for Ambattur reduction workshops are conducted periodically to identify plant and "Safety Appreciation" award for Mahindra World cost reduction opportunities on various product groups. City plant from National Safety Council and NABL Some of the strategies for cost reduction include material accreditation of materials & metrology lab for Ambattur change, process change, source change etc. Commodity Plant, during the year. sourcing from prime producers helps in managing the cost effectively and efficiently. B. Quality Other significant cost reduction projects include: The quality systems in the Company aim at achieving total customer satisfaction through its focus on improving product • Usage of new generation cutting tools, thereby quality to world standards. This is achieved through total improving the productivity levels. employee involvement and continuous improvement culture. • Undertaking energy saving projects like introducing Rigorous usage of poka-yokes, utilization of statistical tools Adiabatic cooling systems for chillers &utilizing third for process optimization and control also contribute towards party power to reduce energy cost. 35


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    WABCO INDIA LIMITED • Replacing cartons with 100% returnable packing for VIII. Environment & Safety delivery of materials to key customers. Safety and management is integrated with the overall safety and • Truck load optimization, production optimization for Environment (SHE) management system. The SHE management voluminous parts at Pant Nagar, Lucknow. system which is already certified under ISO14001 & OHSAS18001 was re-certified with DNV covering 5 manufacturing sites and • Low cost automation to improve the productivity. the test track. The first three months of the financial year were taken as safety months which was utilized to enhance safety D. Information Technology systems and in the process creating safety awareness among Achievement of company goals and objectives is enabled the employees. The Director of Industrial Safety and health from with robust IT Infrastructure, data security, network the Government of Tamilnadu was gracious enough to visit the connectivity and availability of applications at all time plant during the culmination of the safety months program and 24/7 and 365 days. All business processes and transactions share his experience. He also motivated the employees by of the Company are supported by company's ERP system distributing prizes to the safety competition winners. which is now hosted on more advanced servers with enhanced security features. To comply with the regulatory The Company has taken many initiatives on improving ergonomics requirements regarding Information Technology Act and in the shop floor. High and medium fatigue stations were identified Sox audits, the team conducts periodic review and evaluates and the ergonomics were improved upto 80%, thereby improving all IT processes and is being presented to the Board productivity and operator morale. During the year the Jamshedpur regularly. During the year, to strengthen the existing customer plant won 1st Prize in "Energy Efficiency In Supply Chain" care system, the Company has set up a new online organized By Tata Motors Jamshedpur. application that will capture all complaints & suggestions from customers which then gets addressed by respective IX. Community development and social responsibility regional heads with lesser turnaround time. As a responsible corporate citizen, the Company engages in social responsibility and community development activities. This year the VII. Human Resource Development activities were conducted through internal engagement of employees The Company focuses on attracting and retaining the best talent and resources, driving activities which would help the needy and enjoys a good brand image across leading educational sections of the society as specified in Schedule VII of the Companies institutions and talent pool. The current average hiring speed Act, 2013 and the Company's CSR policy with specific focus of the lateral talent is within 80 days. The Company blends towards areas surrounding the company's plant locations. The successfully mid-career recruitment with internally grown talent activities during the year were largely directed towards, promoting through a robust globally managed talent management process. education, preventive healthcare, making available safe drinking Rewards and recognition system is in place to retain and provide water, environment protection, sanitation etc. fast track growth for high potential employees. Talent Retreat Chennai was hit by floods during December 2015. The community workshops are undertaken every year by the Leadership to at large came together in solidarity towards the effected identify such high potential employees and facilitate career moves underprivileged and displayed tremendous compassion. The little within India and Global sites. Our Voluntary attrition rate is at flower convent for Deaf & Blind in Chennai was devastated 4.69%, while similar Industry attrition rates are at an average during the flood which caused damage to property as well as of 11.6%. basic support systems which acted as lifeline for the deaf and Potential talents are sponsored to overseas and inland universities blind students. The students and the management were in a for developing their capabilities to handle new technologies and state of tremendous distress. Employees of your company management practices. Customized management development contributed their one day salary to which an equal amount was programs have been developed in partnership with reputed contributed by the Company. The total amount which came to educational institutions to hone the leadership skills of the senior Rs.47 Lakhs was contributed towards the flood relief activities executives. Next Gen Leadership programs were conducted to at the little flower convent so that they could normalize their identify and nurture critical mass of young, talented individuals activities. It was a rejoicing moment for the Company when it with the potential to occupy key positions in the company. "Let's was informed that a student from the school secured second Get Acquainted" is another unique initiative - a platform to rank among the visually challenged candidates in the state of develop a cohesive work environment between supervisor and Tamilnadu for the year 2016 and that certain others have scored subordinate which enables them to complement each other and very high marks. enhance their individual capabilities. Your Company has taken various initiatives for community As of 31st March 2016, the Company had 1515 employees on development during the year which are dealt in the CSR Report its rolls. annexed to Directors Report. 36


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    WABCO INDIA LIMITED X. Financial statement Year ended 31st March 2016 Year ended 31st March 2015 Particulars Rs. in lakhs % Rs. in lakhs % Sales (net) 1,83,827.08 98.15 1,34,796.34 98.52 Other Operating income 3,460.96 1.85 2,029.89 1.48 Total income 1,87,288.04 100 1,36,826.23 100 Raw materials consumed 1,12,109.99 59.86 79,003.25 57.74 Changes in inventories of Finished goods and WIP (2,135.97) (1.14) 290.68 0.21 Staff cost 17,378.38 9.28 14,344.87 10.48 Stores & tools consumed 5,809.42 3.10 5,101.63 3.73 Power & fuel 2,090.51 1.12 1,991.88 1.46 Repairs & maintenance 1,727.67 0.92 1,261.29 0.92 Other expenses 17,553.08 9.37 12,467.31 9.12 Finance costs 15.20 0.01 36.09 0.03 Depreciation 5,623.69 3.00 4,666.37 3.41 Total expenditure 1,60,171.97 85.52 1,19,163.37 87.09 Profit before tax 27,116.07 14.48 17,662.86 12.91 Provision for taxation 6,654.46 3.55 5,596.82 4.09 Profit after tax 20,461.61 10.93 12,066.04 8.82 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. 37


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    WABCO INDIA LIMITED Report on corporate Governance 1. Company's philosophy on code of governance Independent Directors is more than one third of Board's total The Company believes in transparency, professionalism and strength. Thus, the Company meets with the requirements of accountability, which are the basic principles of Corporate composition of the board as per Listing Regulation. Mr. D E Governance. The Company would constantly endeavor to improve Udwadia, Independent Director has resigned from the Board on these aspects. with effect from 1st April 2016. Dr. Lakshmi Venu has been appointed as a Independent Director for a term of 5 consecutive 2. Board of directors years from 19th May 2016 to 18th May 2021. Subject to the 2.1 Composition and category of directors: approval of shareholders. As of 31st March 2016, the total strength of the Board of Directors (the board) was eight directors. All the directors 2.2 Board Meetings: except the Managing Director are Non-Executive Directors. The Company, in consultation with the Directors, prepares Out of the seven Non-Executive Directors, three Directors viz., and circulates a tentative annual calendar for the meetings Messrs. M Lakshminarayan (Chairman), D E Udwadia and of the committees / board in order to assist the Directors Narayan K Seshadri are independent directors. Chairman is for planning their schedules to participate in the meetings. not related to any promoter of the Company as defined under During the year 2015-16, the Board met 4 times on 20th Regulation 17(1)(b) of the Securities and Exchange Board May 2015, 29th July 2015, 9th November 2015 and 29th of India (Listing Obligations and Disclosure Requirement) January 2016 and the gap between two meetings did not Regulations, 2015 (Listing Regulation). The number of exceed 120 days. 2.3 Attendance and other directorships: The details of attendance of the Directors at the board meetings, during the year, and at the last Annual General Meeting held on 30th July 2015 and also the number of other directorships and committee memberships chairmanships as on 31st March 2016 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 4 Yes 8 3 1 P Kaniappan MD-NI 4 Yes 1 - - Narayan K Seshadri $ NE-I 4 Yes 18 6 3 D E Udwadia NE-I 3 No 14 10 1 Jorge Solis $ NE-NI 2 Yes 1 - - Trevor Lucas (Upto 28/10/2015) NE-NI 1 No - - - Lisa Brown $ NE-NI 3 Yes 37 1 1 Shivram Narayanaswami (from 9/11/2015) NE-NI 2 NA - - - Sean Deason (from 9/11/2015) NE-NI 2 NA 1 1 - Vincent Pickering (Upto 22/05/2015) NE-NI 1 NA 34 - - * 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 of listed companies, as specified under Regulation 26 of the Listing Regulation. 38


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    WABCO INDIA LIMITED 2.4 Access to information and updation to directors: 2) To approve payment to statutory auditors for any other The board reviews all information provided periodically for services rendered by the statutory auditors; discussion and consideration at its meetings in terms of 3) To review and monitor the auditor's independence and Listing Regulation. Functional heads are present whenever performance, and effectiveness of audit process; necessary and apprise all the directors about the developments. They also make presentations to the board 4) To examine the financial statement and the auditors' and audit committee of directors. Apart from this, the report thereon; observations of audit carried out by the internal auditors and the compliance report on payment of statutory liabilities 5) To approve transactions of the company with related submitted by a firm of Chartered Accountants are placed parties and modifications thereof; at the audit committee of the directors. The board also 6) To scrutinise intercorporate loans and investments; reviews the declarations made by the Managing Director and Company Secretary of the Company regarding 7) To undertake valuation of undertakings or assets of compliance of all applicable laws on quarterly basis. the Company, wherever it is necessary; 2.5 Code of Business Conduct and Ethics for board and senior 8) To evaluate internal financial controls and risk management personnel management systems; The Company has in place the Code of Business Conduct 9) To monitor the end use of funds raised through public and Ethics for Board and Senior Management personnel offers and related matters. (the Code) approved by the board. The Code has been communicated to Directors and the members of the senior 10) To call for the comments of the auditors about internal management. The Code has also been displayed on the control systems, the scope of audit, including the Company's website www.wabcoindia.com. All the board observations of the auditors and review of financial members and senior management personnel have affirmed statement before their submission to the Board and compliance with the Code for the year ended 31st March may discuss any related issues with the internal and 2016. The annual report contains a declaration to this effect statutory auditors and the management of the company. signed by the Managing Director and Company Secretary of the Company as compliance officer for the Code. 11) To investigate any activity within its terms of reference of the Companies Act, 2013 or referred to it by the 2.6 Appointment of directors: Board and for its purpose, shall have full access to In terms of Regulation 36(3) of the Listing Regulation, a information contained in the records of the Company brief resume of directors, proposed to be appointed / re- and external professional, legal or other advice, appointed, nature of their expertise in specific functional if necessary; areas, their other directorships and committee memberships, their shareholdings and their relationships with other 12) To seek information from any employee; directors are provided in the notice convening the ensuing 13) To secure attendance of outsiders with relevant annual general meeting of the Company. expertise, if it considers necessary; 3. Audit Committee 14) To oversee the company's financial reporting process The primary objective of the Audit Committee is to monitor and and the disclosure of its financial information to ensure provide effective supervision of the management's financial that the financial statement is correct, sufficient and reporting process with a view to ensure accurate, timely and credible; proper disclosures and transparency, integrity and quality of financial reporting. 15) To review, with the management, the annual financial statements and auditor's report thereon before 3.1 Brief description of terms of reference: Submission to the board for approval, with particular The Audit Committee of the Company is entrusted with reference to: the following responsibilities to supervise the Company's a) matters required to be included in the Director's internal control and financial reporting process: Responsibility Statement to be included in the 1) To recommend for appointment, remuneration and Board's report in terms of Clause (c) of sub-section terms of appointment of auditors of the company; 3 of Section 134 of the Companies Act, 2013; 39


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    WABCO INDIA LIMITED b) changes, if any, in accounting policies and practices 24) To review the functioning of the Whistle Blower and reasons for the same; mechanism; c) major accounting entries involving estimates based 25) To approve appointment of CFO (i.e., the Whole-time on the exercise of judgment by management; Finance Director or any other person heading the d) significant adjustments made in the financial finance function or discharging that function) after statements arising out of audit findings; assessing the qualifications, experience and e) compliance with listing and other legal background, etc. of the candidate; requirements relating to financial statements; Carrying out any other function as is mentioned in the f) disclosure of any related party transactions; and terms of reference of the Audit Committee from time to g) qualifications in the draft audit report. time. 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 17) To review, with the management, the statement of report but shall not have the right to vote. uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the 3.2 Composition, name of members and the chairman of the statement of funds utilized for purposes other than Audit Committee: 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 public or rights issue, and making appropriate Name of the directors - Status recommendations to the Board to take up steps in Messrs this matter; Narayan K Seshadri Non-executive, 18) To review, with the management, performance of Independent director internal auditors, adequacy of the internal control D E Udwadia Non-executive, systems; (upto 31.03.2016) Independent director 19) To review the adequacy of internal audit function, if Trevor Lucas Non-executive, any, including the structure of the internal audit (upto 28.10.2015) Non-Independent director department, staffing and seniority of the official heading Sean Deason Non-executive, the department, reporting structure coverage and (from 09.11.2015) Non-Independent director frequency of internal audit; M Lakshminarayan Non-executive, 20) To discuss with internal auditors any significant findings (from 04.04.2016) Independent director and follow up there on; 21) To review the findings of any internal investigations Mr Narayan K Seshadri, Independent Director, is the Chairman by the internal auditors into matters where there is of the Audit Committee. Mr. M Lakshminarayan was appointed suspected fraud or irregularity or a failure of internal as a member of the Audit Committee for the meeting dated control systems of a material nature and reporting the 29th January 2016 and with effect from 4th April 2016. Mr. matter to the board; M C Gokul Company Secretary of the Company acts as 22) To discuss with statutory auditors before the audit the Secretary of the Audit Committee. commences, about the nature and scope of audit as Chairman of the Audit Committee was present at the well as post-audit discussion to ascertain any area annual general meeting held on 30th July 2016. The of concern; composition of the committee is in accordance with the 23) To look into the reasons for substantial defaults in requirements of Regulation 18 of the Listing Regulation the payment to the shareholders (in case of non- and Section 177 of the Companies Act, 2013. The payment of declared dividends) and creditors; particulars of meetings and attendance by the members of 40


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    WABCO INDIA LIMITED the committee during the year under review are given in As of date, the Committee consists of the following directors: the table below: Name of the directors - Status Messrs Date of the Members present meeting Messrs Narayan K Seshadri Non-executive, Independent director 20th May 2015 Narayan K Seshadri, D E Udwadia and Trevor Lucas M Lakshminarayan Non-executive, 29th July 2015 Narayan K Seshadri, D E Udwadia Independent director 9th November 2015 Narayan K Seshadri, D E Udwadia D E Udwadia Non-executive, and Sean Deason (upto 9.11.2015) Independent director 29th January 2016 Narayan K Seshadri, Lisa Brown Non-executive, M Lakshminarayan and (from 9.11.2015) Non-Independent director Sean Deason Vincent Pickering Non-executive, (upto 22.05.2015) Non-Independent director 4. Disclosures 4.1 The materially significant related party transactions entered Jorge Solis Non-executive, into during the year as disclosed elsewhere in the report did (From 9.11.2015) Non-Independent director not have potential conflict with the interests of company at Mr Narayan K Seshadri, Independent Director, is the Chairman large. of the Nomination and Remuneration Committee. Mr M C Gokul 4.2 There were no instances of non-compliances by the Company, Company Secretary of the Company acts as the Secretary of penalties and strictures imposed on the Company by the Stock the Nomination and Remuneration Committee. The particulars Exchanges or SEBI or any other statutory authorities on any of meetings and attendance by the members of the committee matter related to the capital markets during the last three during the year under review are given in the table below: years. Date of the Members present 4.3 The Company has a Whistle Blower Policy and no personnel meeting Messrs is denied the access to the audit committee. 20th May 2015 Narayan K Seshadri, 4.4 Disclosure by senior management personnel M Lakshminarayan, D E Udwadia and Vincent Pickering The senior management personnel have made disclosure to 29th July 2015 Narayan K Seshadri, the board relating to all material, financial and other transactions M Lakshminarayan, D E Udwadia stating that they did not have personal interest that could result in a conflict with the interest of the company at large. 9th November 2015 Narayan K Seshadri, M Lakshminarayan and D.E Udwadia 4.5 The Managing Director (CEO) and Chief Financial Officer 29th January 2016 Narayan K Seshadri, M. Lakshminarayan (CFO) of the company have certified to the board on financial and Lisa Brown and Jorge Solis and other matters in accordance with the Regulation 17(8) of the Listing Regulation pertaining to CEO/CFO certification 5.1 Nomination and Remuneration Policy for the financial year ended 31st March 2016. As required under Section 178(3) of the Companies Act, 2013 4.6 Compliance with mandatory / non-mandatory requirements: and the Company's Nomination and Remuneration Policy is The Company has complied with all applicable mandatory hosted in the website: http://www.wabco-auto.com/investor- requirements in terms of Listing Regulation. The non- relations/wabco-india-investor-relations. mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings 5.2 Remuneration to Non-Executive Directors detailed elsewhere in this report. Remuneration by way of sitting fee for attending the meeting of Board and committees and commission on profit not 5. Nomination and Remuneration Committee exceeding the limit specified in the Companies Act, 2013 The Board constituted a Nomination and Remuneration Committee is paid to independent directors of the Company. No in terms of Section 178 of the Companies Act, 2013. remuneration including sitting fee and commission on profit Composition, name of members and the chairman of the is paid to non-executive and non-independent directors of the Committee: Company. 41


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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 2015-16: consists of the following directors:- (Rs. in lakhs) Name of the directors - Status Name of the Contribution Perquisites Perfor- Messrs director Salary to PF and & mance Total DE Udwadia Non-Executive Mr other funds Allowances Bonus (upto 31.03.2016) Independent Director P Kaniappan 95.60 7.26 4.70 33.72 141.28 P Kaniappan Executive-Non- Independent Director Presently, the Company does not have a scheme for grant Trevor Lucas Non-Executive, Non- (upto 28.10.2015) Independent Director of any stock option either to the executive directors or Lisa Brown Non-Executive, employees. (from 09.11.2015) Non-Independent Director 5.4 Particulars of sitting fees and commission paid / payable Ms. Lisa Brown, is the Chairman of the Stakeholders to non-executive directors / non-executive independent Relationship Committee. As required by Securities and directors and directors during the financial year 2015-16. Exchange Board of India (SEBI), Mr M C Gokul has been appointed as Compliance Officer. For any clarification / Name of the Sitting fee Commission Total complaint, the shareholders may contact Mr M C Gokul, directors - Messrs (Rs.) (Rs.) (Rs.) Company Secretary of the Company at gokul.mc@wabco- auto.com. The particulars of meetings and attendance by M Lakshminarayan 2,20,000 10,00,000 12,20,000 the members of the committee during the year under D E Udwadia 2,40,000 10,00,000 12,40,000 review are given in the table below: Narayan K Seshadri 2,40,000 10,00,000 12,40,000 Date of the Members present meeting Messrs Total 7,00,000 30,00,000 37,00,000 D E Udwadia, P Kaniappan and 20th May 2015 Trevor Lucas As approved by the shareholders by passing special 29th July 2015 D.E Udwadia, P Kaniappan resolution at the Annual General Meeting held on 22nd July 2014, non-executive independent directors are being paid D E Udwadia, P Kaniappan and 9th November 2015 Lisa Brown commission not exceeding 1% of the net profits of the Company. Other non-executive directors, Messrs Trevor 29th January 2016 P Kaniappan, Lisa Brown Lucas, Vincent Pickering, Lisa Brown, Jorge Solis, Sean The committee oversees and reviews all matters connected Deason and Shivram Narayanaswami have waived the with share transfers, issue of duplicate share certificates sitting fees payable to them. and other issues pertaining to shares. The committee also During the year, the Company paid Rs.74,000 to looks into the redressal of investors' grievances pertaining M/s. Udwadia & Co, Solicitors & Advocates, Mumbai, as to transfer of shares, non-receipt of balance sheet, fees for professional services that were provided by the non-receipt of declared dividends, etc. The Company, as said firm to the Company on specific legal matters entrusted a matter of policy, disposes investor complaints within a to them from time to time. Mr D E Udwadia is a partner span of seven days. Complaints received and redressed of M/s. Udwadia & Co. The Board does not consider the during the year 2015-16: firms' association with the Company to be of any material No. of complaints received during the year 5 nature so as to affect the independence of judgement of No. of complaints resolved during the year 5 Mr D E Udwadia as a Director of the Company. No. of complaints pending unresolved as on Mr M Lakshminarayan holds 50 shares and all other 31.3.2016 – directors do not hold any share in the Company. There 6.2. All the complaints were resolved and, as on 31st March are no other material pecuniary relationships or transactions 2016, no complaint was pending. All requests for of the non-executive directors' vis-à-vis of the Company. dematerialization of shares were carried out within the None of the directors is related to each other. stipulated time period. 6. Stakeholders Relationship Committee: 7. Secretarial Audit 6.1 Composition, name of members and the chairman of the A qualified practicing company secretary has carried out secretarial Stakeholders Relationship Committee: audit on a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central 42


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    WABCO INDIA LIMITED Depository Services (India) Limited (CDSL) and the total issued 9.2 Special resolutions passed in the previous three annual and listed capital and placed the report for perusal of the Board. general meetings: The secretarial audit report confirms that the total issued and A. Approval of Shareholders by way of Special Resolution listed capital is in agreement with the total number of shares in physical form and the total number of shares in dematerialized was obtained at the Annual General Meeting held on form held with NSDL and CDSL. 22.7.2014 pursuant to Section 197 of the Companies Act, 2013 for payment of commission to Non-executive 8. Corporate Social Responsibility Committee (CSR Committee) and Independent Directors of the Company for a sum The Board constituted a Corporate Social Responsibility not exceeding 1% of the net profit of the Company Committee in terms of Section 135 of the Companies Act, 2013. computed in accordance with Section 198 of the Act, Composition, name of members and the chairman of the for a period of five years viz., from 1st April 2014 Committee. to 31st March 2019 As of date, the Committee consists of the following directors: B. Approval of Shareholders by way of Special Resolution was obtained at the Annual General Meeting held on Name of the directors - Status 30.7.2015 pursuant to Clause 49(VII) of the erstwhile Messrs Executive, Listing Agreement for material related party transactions P Kaniappan with M/s WABCO Europe BVBA during the financial Non-Independent director year ended 31st March 2015 and the related party M Lakshminarayan Non-Executive, Independent director transactions proposed to be entered with M/s WABCO Europe BVBA during the financial year ending 31st Leon Liu Non-executive, March 2016. (upto 15.04.2015) Non-Independent director None of the subjects placed before the shareholders in Trevor Lucas Non-executive, (upto 28.10.2015) Non-Independent director the last / ensuing Annual General Meeting required / requires approval by a postal ballot. Lisa Brown Non-executive, (from 09.11.2015) Non-Independent director 10. Unclaimed Shares Mr P Kaniappan, Managing Director, is the Chairman of the CSR Pursuant to Regulation 39 of the Listing Regulation, equity Committee. Mr M C Gokul Company Secretary of the Company shares aggregating to 26,391 of Rs.5/- each held by 411 equity acts as the Secretary of the CSR Committee. The particulars shareholders were laying unclaimed (hereinafter referred to as of meetings and attendance by the members of the committee "unclaimed shares"). The aforesaid unclaimed shares were during the year under review are given in the table below: dematerialized and transferred to "WABCO India Limited- Date of the Members present Unclaimed Suspense Account" (hereinafter referred to as meeting Messrs "Unclaimed suspense account") on behalf of the shareholders M Lakshminarayan, P Kaniappan after providing three remainders and a public announcement in 20th May 2015 and Trevor Lucas newspapers before transferring in May 2015. M Lakshminarayan, P Kaniappan Those shareholders who do not possess original share certificate 29th January 2016 and Lisa Brown with them, are requested to contact the Share Transfer Agent, M/s Sundaram-Clayton Limited to obtain their shares either by Details of CSR report and activities carried out by the Company as required under Section 135 of the Companies Act, 2013 are dematerialized form or physical form as desired by the shareholder. given in annexure to the Directors report. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. 9. General body meeting: Details of Unclaimed suspense account as on 31.3.2016 9.1 Location and time where the Annual General Meetings No. of No. of were held during the last three years. Particulars Shareholders Shares Year Location Date Time No. of shares in Unclaimed Suspense 2012-13 The Music Academy, 24.07.2013 10.00 A.M. Account at the beginning of the year New No. 168, as on 01.04.2015 410 26,375 2013-14 (Old No. 306), 22.07.2014 10.45 A.M. No. of shareholders who approached T.T.K. Road, listed entity for transfer of shares from 2014-15 Chennai 600 014 30.07.2015 10.45 A.M. suspense account during the year 2 73 43


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    WABCO INDIA LIMITED No. of No. of 13.2 Financial year : 1st April to 31st March Particulars Shareholders Shares Financial calendar No. of shareholders to whom shares 2016-17 (Tentative) : were transferred from suspense Financial reporting for account during the year ended the quarter ending : Financial calendar 31.03.2016 2 73 Aggregate number of shareholders 30th June 2016 : between 15th and 31st July 2016 and the outstanding shares in the 30th September 2016 : between 15th and 31st October 2016 suspense account lying on 31.03.2016 408 26,302 31st December 2016 : between 15th and 31st January 2017 31st March 2017 : between 15th and 30th May 2017 11. Complaints received under Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 Annual General Meeting (next year) : July / August 2017 Your company has a robust system of prevention of sexual harassment of women in the Company. No. of complaint received 13.3 Date of book closure : 27th July 2016 to 29th July 2016 and the status as on 31.3.2016 is given below: (both days inclusive) No. of Complaints at the beginning of the year Nil 13.4 Particulars of dividend payment No. of Complaints received during the year The board of directors had recommended a dividend of ended 31.03.2016 Nil Rs. 6/- per share for the year 2015-16, absorbing a sum of Rs. 1,138.06 lakhs and subject to the approval of the No. of Complaints pending at the end of the year Nil shareholders in the ensuing annual general meeting. This dividend will be paid on or before 8th August 2016. 12. Means of communication 13.5 Listing on Stock Exchanges: 12.1 Quarterly results: Name of the stock exchange Stock code The unaudited quarterly financial results of the Company BSE Ltd. (BSE) 533023 were published in the English and vernacular newspapers. Phiroze Jeejeebhoy Towers, Dalal Street, These are not sent individually to the shareholders. Mumbai 400 001 National Stock Exchange of India Ltd. (NSE) WABCOINDIA 12.2 Newspapers wherein results normally published: Exchange Plaza, C-1, Block G, The results are normally being published in any one of Bandra - Kurla Complex, Bandra (E), the English newspapers, namely "Times of India", "The Mumbai 400 051 Hindu", "Business Line", or "Financial Express" and the ISIN allotted by depositories INE342J01019 Tamil version in a Tamil daily viz., "Dinamani". (Company ID Number) (Note: Annual listing fees for the year 2016-17 have been 12.3 Website: duly paid to the above stock exchanges). The Company has in place a web site addressed as 13.6 Market Price Data: (Amount in Rupees) www.wabcoindia.com. The unaudited results, quarterly compliance report on corporate governance and the National Stock Exchange Bombay Stock Exchange quarterly shareholding pattern as filed with the Stock Month Share Price Share Price Exchanges are published in Company website. The High Low High Low Company makes use of its website for publishing official April-15 6039 4971 6039 4982 news releases and presentations, if any, made to institutional May-15 5847 5221 5873 5230 investors / analysts. June-15 5769 5231 5760 5247 July-15 6342 5327 6344 5330 13. General shareholder information August-15 7450 6044 7449 6059 13.1 Annual general meeting: September-15 7185 6295 7183 6335 October-15 7399 6582 7400 6601 Date and time : 29th July 2016 at 10.00 a.m. November-15 6900 6040 6890 6052 Venue : "The Narada Gana Sabha", December-15 6450 5625 6415 5647 (Sathguru Gnananandha Hall) January-16 6244 5185 6225 5172 No. 314, T.T.K. Road, February-16 5838 5166 5820 5200 Alwarpet, Chennai 600 014. March-16 6318 5252 6300 5310 44


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    WABCO INDIA LIMITED 13.7 Performance of WABCO India shares against the Secretary in practice for due compliance of share Performance of BSE Sensex and NSE CNX Nifty transfer formalities by the Company. e) Pursuant to SEBI (Depositories and Participants) WABCO India Vs BSE Sensex performance Regulations, 1996, certificates from a Company 30000 7500 Secretary in practice for timely dematerialization of the 29000 shares of the Company and for conducting a secretarial 28000 7000 audit on a quarterly basis for reconciliation of the share 27000 26000 6500 capital of the Company is obtained. 25000. f) The Company, as required under Listing Regulation, 24000 6000 has designated the following e-mail IDs, namely 23000 investorscomplaintssta@scl.co.in (share transfer agent)/ 22000 5500 gokul.mc@wabco-auto.com (compliance officer) for the 21000 20000 5000 purpose of registering complaints, if any, by the investors and expeditious redressal of their grievances. Apr-2015 May- 15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-2016 Feb-16 Mar-16 g) The shareholders are, therefore, requested to correspond WABCO India BSE Sensex with the STA at the address mentioned elsewhere in WABCO India Vs NSE CNX Nifty performance this report for any change of names and queries 9000 pertaining to the shareholding and dividends etc. 7500 13.8 Shareholding pattern as on 31st March 2016: 8500 7000 Particulars No. of % to 8000 6500 shares held total (a) Shareholding of Promoter and 7500 6000 Promoter Group (1) Indian - Bodies Corporate – – 7000 5500 (2) Foreign- Bodies Corporate 1,42,25,684 75.00 6500 5000 Total Shareholding of Promoter Apr-2015 May- 15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-2016 Feb-16 Mar-16 and promoter Group (A) 1,42,25,684 75.00 WABCO India NSE CNX Nifty (b) Public Shareholding 1. Institutions Share Transfer Agents (STA) and share transfer system: (a) Mutual Funds 15,25,648 8.04 a) With a view to rendering prompt and efficient service (b) Banks, Financial Institutions, to the investors, Messrs Sundaram-Clayton Limited Insurance Companies 22,050 0.12 (SCL), which has been registered with SEBI as the (Central, State Government Share Transfer Agent (STA) in Category II, has been Institutions, Non-Government appointed as the STA of the Company. The shareholders Institutions) have also been advised about this appointment of STA (c) Foreign Institutional Investors 2,59,996 1.37 to handle share registry work pertaining to both physical (d) Any Other - Foreign Portfolio and electronic segments of the Company. Investor 1,62,063 0.85 b) All matters connected with the share transfer, both Sub Total Institutions 19,69,757 10.38 physical and electronic, dividends and other matters are 2. Non - Institutions handled by the STA located at the address mentioned a) Bodies Corporate 9,12,104 4.81 elsewhere in this report. b) Individuals <2 lakhs 17,62,706 9.29 c) Shares lodged for transfer are within 15 days from the c) Individuals >2 lakhs 43,510 0.23 date of lodgement, if the documents are clear in all d) Directors & Relatives 50 – respects. All requests for dematerialization of securities e) Foreign National 82 – are processed and the confirmation are given to the f) NRI - Repartiable 33,499 0.18 depositories within 15 days. Grievances received from investors and other miscellaneous correspondence on g) NRI - Non - Repartiable 20,192 0.11 change of address, mandates etc., are processed by Sub Total Non - Institutions 27,72,143 14.62 the STA within 7 days. Total (B) 47,41,900 d) Pursuant to Regulation 40(9) of the Listing Regulation, certificates, on half-yearly basis, is issued by a Company Grand Total (A) +(B) 1,89,67,584 100.00 45


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    WABCO INDIA LIMITED 13.9 Distribution of Shareholding as on 31st March 2016: VI. Software Design Centre & Global Shareholding No. of % No. of % Business Centre: (Range) Shares Members "First Software Park", 3rd Floor, Upto 5,000 19,84,433 10.46 24,889 99.66 110, Mount, Poonamallee Road, Porur, Chennai 600 116. 5,001 - 10,000 1,99,434 1.05 27 0.11 Tel : 044-6689 8000 10,001 - 20,000 3,57,069 1.88 24 0.10 20,001 - 50,000 6,70,476 3.53 21 0.08 13.13 Address for investors Correspondence: 50,001 - 1,00,000 4,03,541 2.13 6 0.02 (i) For transfer / dematerialisation Sundaram-Clayton Limited 1,00,001 & above 1,53,52,631 80.95 8 0.03 of shares, payment of dividend Share transfer department on shares and any other query “Jayalakshmi Estates” Total 1,89,67,584 100.00 24,975 100.00 relating to the shares of the No. 29, Haddows Road, 13.10 Dematerialization of shares and liquidity: Company. Chennai 600 006. Out of 47,41,900 shares held by persons other than (ii) for any query on non-receipt Tel : 044 2828 4959 promoters, 45,25,112 of shares have been dematerialised of annual report; and 044 2827 2233 as on 31st March 2016 accounting for 95.43%. Fax : 044 2825 7121 13.11 The Company has not issued any Global Depository Receipt / American Depository Receipt / Warrant or any (iii) for investors grievance & Email : convertible instrument, which is likely to have impact on general correspondence raman@scl.co.in the Company's equity. investorscomplaintssta@scl.co.in 13.12 Plant locations: info.india@wabco-auto.com Factories: I. Plot No. 3 (SP), III Main Road, gokul.mc@wabco-auto.com Ambattur Industrial Estate, 14. Non-mandatory disclosure Chennai 600 058. Tel : 044 4224 2000 14.1 Shareholder rights: Fax : 044 4224 2009 The half-yearly results of the Company are published in II. Large Sector, Adityapur Industrial Area, English and vernacular newspapers and are also displayed Gamharia, Seraikella-Kharsawan District, on the Company's website, namely www.wabcoindia.com. Jharkhand 832 108. The results are not sent to the shareholders individually. Tel : 0657 661 6800 Fax : 0657 238 7997 14.2 Audit Qualifications: The statutory financial statements of the Company are III. Unit - 1 & Unit - 2 at: unqualified. Plot No. AA8, Central Avenue, Auto Ancillary SEZ, 15. Request to shareholders Mahindra World City, Natham Sub-Post, Chengalpet, Shareholders are requested to follow the general safeguards / Kancheepuram District 603 002 procedures as detailed hereunder while dealing in securities of Tamil Nadu the Company. Tel. : 044 3090 1200 Demat of Shares: IV. Plot No.11, Sector 4, SIDCUL, Shareholders are requested to convert their physical holding to IIIE Pantnagar, demat / electronic form through any of the depository participants Udham Singh Nagar, Uttarakhand - 263 153 (DPs) to avoid any possibility of loss, mutilation etc. of physical Tel. : 05944 250885 share certificates and also to ensure safe and speedy transaction in securities. V. KH 159-162, 164 Village Dhakauli Registration of Electronic Clearing Service (ECS) / National Nawabganj, Barabanki Dewa Road, Somaiya Nagar, Barabanki Electronic Clearing Service (NECS): Lucknow, Uttar Pradesh 225 123 Mandate: NECS / ECS helps in quick remittance of dividend Tel. : 05248 230065 without possible loss / delay in postal transit. Shareholders, who 46


  • Page 48

    WABCO INDIA LIMITED have not earlier availed this facility, are requested to register SMS Alerts: their NECS / ECS details with the STA or their respective DPs. Shareholders are requested to note that National Securities Depository Limited (NSDL) and Central Depository Services Transfer of shares in physical mode: (India) Limited (CDSL) have announced the launch of SMS alert Shareholders should fill in complete and correct particulars in the facility for demat account holders whereby shareholders will securities transfer form, for expeditious transfer of shares. Wherever receive alerts for debits / credits (transfers) to their demat applicable, registration number of power of attorney should also accounts a day after the transaction. These alerts will be sent be quoted in the transfer deed at the appropriate place. to those account holders who have provided their mobile numbers Shareholders, whose signatures have undergone any change over to their Depository participants (DPs).No charge will be levied a period of time, are requested to lodge their new specimen by NSDL / CDSL on DPs providing this facility to shareholders. signature duly attested by a bank manager to the STA. This facility will be available to investors who request for the Shareholders are requested to note that as per SEBI circular, same and provide their mobile numbers to the DPs. Further it is mandatory for transferees to furnish a copy of Permanent information is available on the website of NSDL and CDSL Account Number (PAN) for registration of transfer of shares to namely www.nsdl.co.in and www.cdslindia.com, respectively. be held in physical mode. In case of loss / misplacement of share certificates, Shareholders should immediately lodge a FIR / Timely encashment of dividends: Complaint with the police and inform the Company / STA with Shareholders are requested to encash their dividends promptly original or certified copy of FIR / acknowledged copy of complaint to avoid hassles of revalidation / losing their right of claim owing for marking stop transfer of shares. to transfer of unclaimed dividends beyond seven years to Investor Education and Protection Fund. As required by SEBI, shareholders Consolidation of Multiple Folios: are requested to furnish details of their bank account number Shareholders, who have multiple folios in identical names are and name and address of the bank for incorporating the same requested to apply for consolidation of such folios and send the in the warrants. This would avoid wrong credits being obtained relevant share certificates to the Company. by unauthorized persons. Shareholders who have not encashed Registration of Nominations: their dividend warrants in respect of dividends declared for the year ended 31st March, 2009 and for any financial year thereafter Nomination in respect of shares - Section 72 of the Companies may contact the Company and surrender their warrants for Act, 2013 provides facility for making nominations by shareholders payment. in respect of their holding of shares. Such nomination greatly facilitates transmission of shares from the deceased shareholder Shareholders are requested to note that the dividend not claimed to his / her nominee without having to go through the process for a period of seven years from the date they first became of obtaining succession certificate / probate of the Will etc. It due for payment shall be transferred to "Investors Education and would therefore be in the best interests of the shareholders Protection Fund" (IEPF) terms of Section 125 of the Companies holding shares in physical form registered as a sole holder to Act, 2013. Shareholders are requested to note that as per the make such nominations. Shareholders, who have not availed Companies Act, 2013, unclaimed dividends once transferred to nomination facility, are requested to avail the same by submitting IEPF will not be refunded. the nomination in Form SH-13 to the Company or STA. This Web based applications - SEBI / NSE form will be made available on request. Shareholders holding In line with the circular No. CIR/OIAE/2/2011 dated 3rd June shares in demat form are advised to contact their DP's for making nominations. 2011 from SEBI, the investors' complaints are now centrally monitored through web based complaints redressal system called Updation of address: SCORES. The Company processes the investor complaints Shareholders are requested to update their addresses registered through this system and updates status periodically. In line with with the Company, directly through the STA to receive all the directions from the National Stock Exchange of India Ltd. communications promptly. Shareholders, holding shares in (NSE) and BSE Ltd., (BSE) the Company now uploads its electronic form are requested to deal only with their depository quarterly shareholding pattern, corporate governance report, participant (DP) in respect of change of address and furnishing financial results, corporate announcements through a web based bank account number, etc. applications designed for corporates by NSE and BSE. 47


  • Page 49

    WABCO INDIA LIMITED Information in respect of unclaimed dividends due for remittance into IEPF is given below: PARTICULARS OF UNCLAIMED DIVIDEND Financial year Date of Declaration Date of transfer to special account Date of transfer to IEPF 2009-10 26.08.2010 01.10.2010 01.10.2017 2010-11 27.07.2011 01.09.2011 01.09.2018 2011-12 25.07.2012 30.08.2012 30.08.2019 2012-13 24.07.2013 24.08.2013 24.08.2020 2013-14 22.07.2014 25.08.2014 25.08.2021 2014-15 30.07.2015 30.08.2015 30.08.2022 Declaration pursuant to Clause D of Schedule V and Regulation 17(5)(a) and 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 clause D of Schedule V and Regulation 17(5)(a) and 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 laid down by the board of directors st for the year ended 31 March 2016. Chennai P KANIAPPAN M C GOKUL th 19 May, 2016. Managing Director 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, 2016, as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the Listing Agreement of the 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 provisions as specified in Chapter IV of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, pursuant to Listing Agreement of the Company with Stock Exchanges. 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 / E300004 Per S BALASUBRAHMANYAM Chennai Partner May 19, 2016 Membership No. 053315 48


  • Page 50

    WABCO INDIA LIMITED INDEPENDENT AUDITORS’ REPORT To whether the financial statements are free from material The Members of WABCO INDIA LIMITED 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, 2016, 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 relevant to the Company's preparation of the financial Management's Responsibility for the Financial statements that give a true and fair view in order to design Statements audit procedures that are appropriate in the circumstances. The Company's Board of Directors is responsible for the An audit also includes evaluating the appropriateness of matters stated in Section 134(5) of the Companies Act, accounting policies used and the reasonableness of the 2013 ("the Act") with respect to the preparation of these accounting estimates made by the Company's Directors, financial statements that give a true and fair view of the as well as evaluating the overall presentation of the financial financial position, financial performance and cash flows of statements. We believe that the audit evidence we have the Company in accordance with accounting principles obtained is sufficient and appropriate to provide a basis generally accepted in India, including the Accounting for our audit opinion on the financial statements. Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This Opinion responsibility also includes maintenance of adequate In our opinion and to the best of our information and accounting records in accordance with the provisions of according to the explanations given to us, the financial the Act for safeguarding of the assets of the Company and statements give the information required by the Act in the for preventing and detecting frauds and other irregularities; manner so required and give a true and fair view in selection and application of appropriate accounting policies; conformity with the accounting principles generally accepted making judgments and estimates that are reasonable and in India of the state of affairs of the Company as at prudent; and the design, implementation and maintenance March 31, 2016, its profit, and its cash flows for the year of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of ended on that date. the accounting records, relevant to the preparation and Report on Other Legal and Regulatory Requirements presentation of the financial statements that give a true 1. As required by the Companies (Auditor's report) Order, and fair view and are free from material misstatement, 2016 ("the Order") issued by the Central Government whether due to fraud or error. of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 1 a statement on the Auditor's Responsibility matters specified in paragraphs 3 and 4 of the Order. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account 2. As required by section 143 (3) of the Act, we report the provisions of the Act, the accounting and auditing that: standards and matters which are required to be included in the audit report under the provisions of the Act and the (a) We have sought and obtained all the information Rules made thereunder. We conducted our audit in and explanations which to the best of our knowledge accordance with the Standards on Auditing, issued by the and belief were necessary for the purpose of our Institute of Chartered Accountants of India, as specified audit; under Section 143(10) of the Act. Those Standards require (b) In our opinion proper books of account as required that we comply with ethical requirements and plan and by law have been kept by the Company so far as perform the audit to obtain reasonable assurance about it appears from our examination of those books; 49

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