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    WABCO INDIA LIMITED 13th Annual Report 2017


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    WABCO INDIA LIMITED Board of Directors Listing of Shares with Large Sector, National Stock Exchange of India Limited Adityapur Industrial Area, Gamharia, M LAKSHMINARAYAN Mumbai Seraikella-Kharsawan Dist. Chairman Jharkhand 832 108 BSE Limited, Mumbai NARAYAN K SESHADRI Tel. : 0657 398 5700 Share Transfer Agent Fax : 0657 238 7997 DR LAKSHMI VENU Sundaram-Clayton Limited Unit - 1 & Unit - 2 JORGE SOLIS "Jayalakshmi Estates", 1st Floor, Plot No. AA8, Central Avenue, 29 Haddows Road, Chennai - 600 006 Auto Ancillary SEZ, LISA J BROWN Tel. : 044 - 2827 2233 Mahindra World City, 044 - 2828 4959 Natham Sub-Post, Chengalpet, SEAN DEASON Fax : 044 - 2825 7121 Kancheepuram District 603 002 SHIVRAM NARAYANASWAMI E-mail : raman@scl.co.in Tamil Nadu investorscomplaintssta@scl.co.in Tel. : 044 3090 1200 Whole-time Director Bankers Plot No.11, Sector 4, SIDCUL, P KANIAPPAN IIIE Pantnagar, Citibank N.A. Udham Singh Nagar, Chief Financial Officer 3rd Floor, 2 Club House Road, Uttarakhand - 263 153 R S RAJAGOPAL SASTRY Chennai 600 002 Tel. : 05944 250885 Company Secretary BNP Paribas KH 159-162, 164 Village Dhakauli Prince Towers, 3rd Floor, 25/26 College Road, Nawabganj, Barabanki Dewa Road, M C GOKUL Chennai 600 006 Somaiya Nagar, Barabanki Audit Committee Lucknow, Uttar Pradesh 225 123 State Bank of India Tel. : 05248 230065 NARAYAN K SESHADRI Corporate Accounts Group Branch Chairman 3rd Floor, Sigappi Achi Building WABCO Technology Centre of India & 18/3, Rukmanilakshmipathy Road Global Business Services M LAKSHMINARAYAN Egmore, Chennai 600 008 "First Software Park", Third Floor, SEAN DEASON 110, Mount Ponnamallee Road, Porur, Auditors Stakeholders Relationship Chennai 600 116 S.R. BATLIBOI & ASSOCIATES LLP Tel. : 044 6689 8000 Committee Chartered Accountants LISA J BROWN Tidel Park, 6th & 7th Floor, Page No. Chairperson A - Block (Module 601, 701-702), P KANIAPPAN 4, Rajiv Gandhi Salai, Notice to the shareholders 3 Chennai 600 113 Corporate Social Responsibility Directors' Report to the shareholders 9 Registered Office Committee Plot No. 3 (SP), III Main Road, Management discussion and analysis report 26 P KANIAPPAN Ambattur Industrial Estate, Chairman Chennai 600 058 Business Responsibility Report 32 M LAKSHMINARAYAN Tel. : 044 4224 2000 Report on corporate governance 39 Fax : 044 4224 2009 LISA J BROWN Website : www.wabcoindia.com Auditors’ certificate on corporate governance 49 DR. LAKSHMI VENU Email: info.india@wabco-auto.com Auditors’ report to shareholders 51 Nomination and Remuneration CIN: L34103TN2004PLC054667 Committee Balance sheet 58 Factories NARAYAN K SESHADRI Statement of Profit & Loss 59 Plot No. 3 (SP), III Main Road, Chairman Ambattur Industrial Estate, Cash flow statement 60 M LAKSHMINARAYAN Chennai 600 058 JORGE SOLIS Tel. : 044 4224 2000 Notes to financial statements 63 Fax : 044 4224 2009 LISA J BROWN 1


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    WABCO INDIA LIMITED FINANCIAL HIGHLIGHTS Rupees in lakhs Year ended March 31st 2012-13 2013-14 2014-15 2015-16* 2016-17* Profit and loss Account Revenue from Operations 96,592 111,070 134,796 199,954 226,057 Other income 1,264 2,721 2,030 4,012 3,615 Total income 97,856 113,791 136,826 203,966 229,672 Gross profit before interest, depn & tax 20,668 19,336 22,365 32,669 36,254 Depreciation 2,172 3,215 4,667 5,620 6,163 Profit before interest & tax 18,497 16,121 17,699 27,049 30,091 Finance costs 2 14 36 15 46 Profit before taxation 18,495 16,107 17,663 27,034 30,045 Profit after taxation 13,079 11,748 12,066 20,337 21,348 Balance Sheet Net Fixed assets 28,892 31,756 34,137 37,254 37,960 Investments 2,545 5,020 3,920 21,835 29,814 Net current assets 34,479 39,652 49,407 46,595 55,840 Long term loans and advances 1,566 2,369 2,292 3,426 5,547 Total 67,482 78,797 89,756 109,110 129,161 Share capital 948 948 948 948 948 Reserves & surplus 63,932 74,570 85,356 105,830 125,694 Networth 64,880 75,518 86,304 106,778 126,642 Noncurrent liabilities 1,431 1,665 1,807 1,326 1,660 Deferred taxation (net) 1,171 1,614 1,645 1,006 859 Total 67,482 78,797 89,756 109,110 129,161 EPS (Rs) 68.95 61.94 63.61 107.22 112.55 DPS (Rs) 5.00 5.00 5.00 5.00 6.00 Book value per share (Rs) 342.04 398.12 455.01 562.95 667.68 Return on capital employed (ROCE)% 30.2 22.0 20.9 27.2 25.3 Return on networth (RONW)% 22.2 16.7 14.9 21.1 18.3 Fixed assets turnover (no. of times) 3.6 3.7 4.1 5.5 6.1 Working capital turnover (no.of times) 3.2 3.0 3.0 4.4 4.1 Gross profit as % of sales (EBITDA) 21.4 17.4 16.6 16.3 16.0 Gross profit as % of total income 21.1 17.0 16.3 16.0 15.8 Net profit as % of total income 13.4 10.3 8.8 10.0 9.3 * Figures for 2015-16 and 2016-17 are as per Indian Accounting Standards (Ind AS) prescribed under the Companies Act, 2013. Hence, the figures are not comparable with those of the previous years’ figures. 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. DPS is for the dividend paid during the year 2


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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 Thirteenth Annual Accountants of India, as Auditors of the company General Meeting of the Company will be held at from the conclusion of this Annual General Meeting "The Narada Gana Sabha" (Sathguru Gnananandha Hall), upto the conclusion of the Fourteenth Annual General No. 314, T.T.K. Road, Alwarpet, Chennai 600018 on Meeting, being the fourth consecutive year out of Monday, the 18th day of September 2017 at 10.00 A.M their term of five consecutive years approved at the to transact the following business: tenth 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 pass the following ordinary resolution: the Company for the financial year ended 31st March 2017 consisting of the balance sheet as at 31st RESOLVED THAT pursuant to the provisions of Section March, 2017, the statement of profit and loss and 148 of the Companies Act, 2013 and the Companies the cash flow statement for the year ended on that (Audit and Auditors) Rules, 2014, the remuneration of date and the explanatory notes annexed to or forming Rs.4,00,000/- (Rupees Four lakhs only) plus applicable part thereof together with the reports of the Board taxes and out of pocket expenses at actuals, payable of Directors and Auditors' thereon, be and are hereby to Mr. A. N Raman, Cost Accountant, having registration adopted. number M.5359, appointed by the Board of Directors as Cost Auditor to audit the cost records of the 2. To consider and to give your assent or dissent Company for the financial year ending on 31st March to the following ordinary resolution: 2018, be and is hereby ratified. RESOLVED THAT in terms of Section 123 and other 6. To consider and to give your assent or dissent applicable provisions of the Companies Act, 2013 to the following ordinary resolution: and the rules made thereunder, and pursuant to the recommendation of the Board of Directors of the RESOLVED THAT in terms of Regulation 23(4) of the Company, a dividend of Rs.7/- per share on Securities Exchange Board of India (Listing Obligations 1,89,67,584 equity shares of Rs.5/- each fully paid and Disclosure Requirement) Regulations, 2015, up, which make up the entire paid-up equity capital approval be and is hereby accorded to the related of the Company, absorbing a sum of Rs.1327.73/- party transactions entered into by the company with lakhs, be (excluding dividend tax) and is hereby WABCO Europe BVBA, a related party, during the declared for the year ended 31st March, 2017, and Financial year ended 31st March 2017, and the the same be paid to the shareholders whose names related party transactions proposed to be entered into appear in the register of members / record of the with WABCO Europe BVBA during the financial year depositories of the Company as at the close of 15th ending 31st March 2018 as shown in the explanatory September, 2017. statement; which transactions individually or taken together with previous transactions during the financial 3. To consider and to give your assent or dissent year, may exceed ten per cent of the annual to the following ordinary resolution: consolidated turnover of the Company as per its last Resolved that Jorge Solis (DIN: 07119701), director audited financial statement. liable to retire by rotation at this meeting be and is hereby re-appointed as a Director of the Company By order of the board liable to retire by rotation. 4. To consider and to give your assent or dissent to the following ordinary resolution: Chennai M C GOKUL 30th May 2017 Company Secretary RESOLVED THAT in terms of Section 139 and other applicable provisions of the Companies Act, 2013 Registered Office: and the rules made there under, the appointment CIN:L34103TN2004PLC054667 of Messrs S.R. Batliboi & Associates LLP, Chartered WABCO India Limited Accountants, Tidel Park, 6th & 7th Floor, A-Block Plot No.3, (SP), III Main Road, (Module 601, 701-702), No. 4, Rajiv Gandhi Salai, Ambattur Industrial Estate, Taramani, Chennai 600 113, holding Firm Registration Chennai - 600 058 3


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    WABCO INDIA LIMITED Notes: 6. Under Section 124 read with Section 125 of the 1. A member entitled to attend and vote at the Companies Act, 2013, (including any statutory meeting is entitled to appoint a proxy to attend modification(s) or re-enactment thereof for the time and vote instead of himself / herself and the being in force) the amount of dividend remaining proxy so appointed need not be a member of unpaid or unclaimed for a period of seven years from the Company. the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), The instrument appointing the proxy and the power constituted by the Central Government. The of attorney or other authority, if any, under which particulars of due dates for transfer of such unclaimed it is signed or a notarized certified copy of that power dividends to IEPF are furnished in the report on of attorney shall be deposited at the registered office Corporate Governance forming part of the annual of the Company not later than 48 hours before the report. time fixed for holding the meeting. The Ministry of Corporate Affairs (MCA) on 10th A person can act as proxy on behalf of members May, 2012 notified the IEPF (Uploading of information not exceeding fifty (50) and holding in the aggregate regarding unpaid and unclaimed amounts lying with not more than ten percent of the total share capital companies) Rules, 2012 (IEPF Rules), which is of the Company. However, a single person may act applicable to the Company. The objective of the as a Proxy for a member holding more than ten IEPF Rules is to help the shareholders ascertain percent of the total voting share capital of the status of the unclaimed amounts and overcome the Company provided that such person shall not act problems due to misplacement of intimation thereof as a Proxy for any other person. by post etc. In terms of the said IEPF Rules, the 2. The Statement pursuant to Section 102 of the Company has uploaded the information in respect Companies Act, 2013, with respect to the special of the Unclaimed Dividends for the financial years businesses to be transacted at the meeting is annexed from 2009-10, as on the date of the 12th Annual hereto. General Meeting (AGM) held on 29th July 2016 on the website of IEPF viz., www.iepf.gov.in and under 3. The Register of Members and the Share Transfer "investor section" on the website of the Company books of the Company will remain closed for 3 days viz., www.wabcoindia.com. from 16th September 2017 to 18th September 2017 (both days inclusive) for annual closing and A separate reminder was also sent to those members determining the entitlement of the shareholders to having unclaimed dividends since 2009. Members the dividend for 2016-17. who have not encashed their dividend warrants are advised to surrender the unencashed warrants 4. The dividend of Rs.7/- per share has been immediately to the Company or the Share Transfer recommended by the Board of Directors for the year Agent and to claim the dividends. ended 31st March, 2017 and subject to the approval of the shareholders at the ensuing Annual General 7. Section 124 (6) was notified on 5th September 2016 Meeting, is proposed to be paid on or before 28th along with the relevant rules therein on 5th September September, 2017. 2016 which mandates that all shares in respect of which dividend is remaining unpaid or unclaimed by 5. Members holding shares in electronic form are here the shareholder for a continuous period of seven by informed that bank particulars registered against years shall be transferred by the Company to the their respective depository accounts will be used by Investor Education & Protection fund in the manner the Company for payment of dividend. The Company prescribed. In this regard the Company has already or its Registrars cannot act on any request received sent reminders to these shareholders as prescribed directly from the Members holding shares in electronic in the rules. Rules for transferring these shares are form for any change of bank particulars or bank yet to be finalised. The shareholders desirous of mandates. Such changes are to be advised only to claiming these shares can submit necessary the Depository Participant of the Members. Members documents to the Company or the Investor Education holding shares in physical form and desirous of & Protection fund and claim the shares along with either registering bank particulars or changing bank the unclaimed dividend. particulars already registered against their respective folios for payment of dividend are requested to write 8. Members holding shares in physical form, in their to the Company or their Share Transfer Agent. own interest, are requested to dematerialize the 4


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    WABCO INDIA LIMITED shares to avail the benefits of electronic holding / Attendance Slip and Proxy Form is being sent to trading. all the members whose email IDs are registered with the Company / Depository Participant(s) for 9. To prevent fraudulent transactions, members are communication purposes unless any member has advised to exercise due diligence and notify the requested for a hard copy of the same. For members Company of any change in address or demise of who have not registered their email address, physical any member as soon as possible. Members are also copies of the Notice of the 13th Annual General advised not to leave their demat account(s) dormant Meeting of the Company inter alia indicating the for long. Periodic statement of holdings should be process and manner of e-Voting along-with obtained from the concerned Depository Participant Attendance Slip and Proxy Form is being sent in and holdings should be verified. the permitted mode. 10. As a measure of economy, copies of the Annual 16. Members may also note that the Notice of the 13th Report will not be distributed at the venue of AGM. Annual General Meeting and the Annual Report for Members are, therefore, requested to bring their the year 2016-17 will also be available on the copies of the Annual Report to the meeting. Company's website: www.wabcoindia.com for 11. Members are requested to affix their signatures at download. Physical copies of the aforesaid documents the space provided on the attendance slip annexed will also be available at the Company's Registered to Proxy Form and hand over the Slip at the entrance Office in Chennai for inspection during normal of the meeting hall. Corporate members are requested business hours on working days. Even after to send a duly certified copy of the board resolution registering for e-communication, members are entitled / Power of attorney authorizing their representatives to receive such communication in physical form, to attend and vote at the AGM. upon making a request for the same, by post, free of cost. For any communication, the shareholders 12. The Securities and Exchange Board of India (SEBI) may also send requests to the Company's investor has mandated the submission of Permanent Account email ID: investorcomplaintssta@scl.co.in / Number (PAN) by every participant in securities raman@scl.co.in / info.india@wabco-auto.com. market. Members holding shares in electronic form 17. Voting through electronic means are, therefore, requested to submit the PAN to their Depository Participants with whom they are I. In compliance with provisions of Section 108 and maintaining their demat accounts. Members holding other applicable provisions of the Companies shares in physical form can submit their PAN details Act, 2013 and Rule 20 of the Companies to the Company. (Management and Administration) Rules, 2014 as amended by the Companies (Management 13. Details under the SEBI (Listing Obligations and and Administration) amendment Rules, 2015 and Disclosure Requirement) Regulations, 2015 in respect Regulation 44 of the SEBI (Listing Obligations of the Directors seeking appointment at the Annual and Disclosure Requirements) Regulations, 2015, General Meeting, forms integral part of the notice. the Company is pleased to provide members The Directors have furnished the requisite consent facility to exercise their right to vote at the 13th and declaration for their appointment. Annual General Meeting (AGM) by electronic 14. Electronic copy of the Annual Report for the financial means and the business may be transacted year ended 31st March 2017 is being sent to all the through e-Voting Services provided by National members whose email IDs are registered with the Securities Depository Limited (NSDL): The Company / Depository Par ticipant(s) for instructions for e-Voting are as under: communication purposes unless any member has II. Remote e-Voting means the facility of casting requested for a hard copy of the same. For members votes by a member using an electronic voting who have not registered their email address, physical system from a place other than venue of general copies of the Annual Report are being sent in the meeting; permitted mode. III. The members holding shares as on the "cut-off 15. Electronic copy of the Notice of the 13th Annual date" viz., 11th September, 2017 are eligible for General Meeting of the Company inter alia indicating voting either through electronic voting system or the process and manner of e-Voting along with ballot. 5


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    WABCO INDIA LIMITED IV. The instructions for remote e-Voting by signature of the duly authorized signatory(ies) shareholders are as under: who are authorized to vote, to the Scrutinizer A. In case a Member receives an email from through e-mail to skco.cs@gmail.com with NSDL [for members whose email IDs are a copy marked to evoting@nsdl.co.in. registered with the Company / Depository B. In case a Member receives physical copy Participant(s)]: of the Notice of AGM [for members whose i. Open email and open PDF file viz; email IDs are not registered with the "wabcoindia e-Voting.pdf" with your Client Company / Depository Participant(s) or ID or Folio No. as password. The said PDF requesting physical copy]: file contains your user ID and Password / i. Initial password is provided as below / at PIN for e-Voting. Please note that the the bottom of the Attendance Slip for the password is an initial password. You will not AGM: EVEN (Remote e-Voting Event receive the pdf file if you are already Number) USER ID PASSWORD / PIN registered with NSDL for e-Voting. ii. Please follow all steps from Sl. No. (ii) to ii. Launch internet browser by typing the Sl. No. (xiii) above, to cast vote. following URL:https://www.evoting.nsdl.com V. Voting at AGM: The members who have not iii. Click on Shareholder - Login. cast their vote by Remote e-Voting can exercise their voting rights at the AGM. The Company iv. Put user ID and password as initial Password will make arrangements for ballot papers in this / PIN noted in step (i) above. Click Login. regard at the AGM Venue. v. If you are logging in for the first time, please VI. In case of any queries, you may refer the enter the user ID and Password provided Frequently Asked Questions (FAQs) for in the attached pdf file as initial PASSWORD Shareholders and e-Voting user manual for / PIN noted in step (i) above. Click Login. Shareholders available at the Downloads section vi. Password change menu appears. Change of www.evoting.nsdl.com or contact NSDL at the password / PIN with new password of the following Telephone No.022-24994600. your choice with minimum 8 digits / VII. You can also update your mobile number and characters or combination thereof. It is e-mail ID in the user profile details of the folio strongly recommended not to share your which may be used for sending future password with any other person and take communication(s). utmost care to keep your password confidential. VIII. The Remote e-Voting period commences on 15th September 2017 (9:00 am) and ends on vii. Home page of e-Voting opens. Click on 17th September 2017 (5:00 pm) (three days). e-Voting: Active Voting Cycles. During this period shareholders' of the Company, viii. Select "EVEN" of WABCO India Limited. holding shares either in physical form or in ix. Now you are ready for remote e-Voting as dematerialized form, as on the cut-off date of Cast Vote page opens. 11th September 2017, may cast their vote electronically. The remote e-Voting module shall x. Cast your vote by selecting appropriate be disabled by NSDL for voting thereafter. Once option and click on "Submit" and also the vote is cast by the shareholder, the "Confirm" when prompted. shareholder shall not be allowed to change it xi. Upon confirmation, the message "Vote cast subsequently. successfully" will be displayed. IX. The voting rights of shareholders shall be in xii. Once you have voted on the resolution, you proportion to their shares of the paid up equity will not be allowed to modify your vote. share capital of the Company as on the cut- xiii. Institutional shareholders (i.e. other than off date of 11th September 2017. individuals, HUF, NRI etc.) are required to X. Any person, who acquires shares of the send scanned copy (PDF / JPG Format) of Company and becomes member of the Company the relevant Board Resolution / Authority after dispatch of the notice and holding shares letter etc. together with attested specimen as of the cut-off date i.e. 11th September 2017 6


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    WABCO INDIA LIMITED may obtain the login ID and password by sending Mr. Jorge Solis an email to evoting@nsdl.co.in by mentioning Mr. Jorge Solis (DIN: 07119701), aged 45 years, is the his Folio No. /DP ID and Client ID No. Vice-President of DLSC Business Unit, WABCO Holdings XI. A member may participate in the meeting even Inc. He holds Bachelor's Degree as an Industrial and Systems Engineer from ITESM, Mexico and Masters in after exercising his right to vote through remote Business Administration. He has over 20 years of e-Voting but shall not be allowed to vote again experience in automotive industry and he is associated at the meeting. with WABCO Group since September, 2010. He was Branch Purchasing Director of VALEO, France and he XII. Mr K Sriram (Membership No. F6312, CP was associated with VALEO since 1995. He has served No.2215), Practising Company Secretary, as SQA and Quality manager, Purchasing Director of Chennai has been appointed as the Scrutinizer VALEO before joining WABCO Group. to scrutinize the e-Voting process in a fair and He was appointed as a Director by the Board at their transparent manner. meeting held on 20th May 2015 in casual vacancy caused XIII. The Scrutinizer shall immediately after the due to the resignation of Mr. Leon Liu. He is the member conclusion of the voting at the Annual General of the Nomination and Remuneration Committee. He has attended 5 Board Meetings of the Company out of the Meeting, first count the votes cast at the meeting, 8 Board meetings held after his appointment. He has thereafter unblock the votes cast through remote attended 2 Nomination & Remuneration Committee of the e-Voting in the presence of at least two (2) Company out of the 3 meetings of the Committee held witnesses not in the employment of the company after his appointment. and make, not later than three (3) days of the The Board considers that Mr. Jorge Solis's experience conclusion of the meeting, a consolidated in the manufacturing sector especially in the automotive scrutinizer's Report of the total votes cast in industry would be of immense benefit to the Company. favour or against, if any, to the Chairman or Accordingly, the Board recommends the resolution set a person authorized by him in writing who shall out as Item No.3 of the notice in relation to his appointment countersign the same. for the approval by the shareholders of the Company. XIV. The Chairman or a person authorized by him He is not a director on the Board nor a member of a in writing shall declare the results forthwith. committee of any other listed Company. He is the director of a foreign company, namely WABCO Europe BVBA. XV. The results declared alongwith the Scrutinizer's He does not hold any shares in the Company and is Report shall be placed on the Company's not related to any other directors of the Company. Mr. website www.wabcoindia.com immediately after Jorge Solis is interested in the resolution set out as item the result is declared and simultaneously No.3 of the notice since it relates to his own appointment communicated to the stock exchanges where as Director. None of the Directors and Key Managerial the shares of the Company are listed. Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution 17. All documents referred to in the accompanying Notice set out at item No.3. This statement may also be regarded and the Explanatory Statement shall be open for as a disclosure under regulation 36(3) of the SEBI inspection at the Registered Office of the Company (Listing Obligations and Disclosure Requirement) from 2 P.M. to 4 P.M. on all working days and Regulations, 2015. including the date of the Annual General Meeting of the Company. By order of the board 18. In terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, Chennai M C GOKUL 2015, a brief profile of the director, who is proposed 30th May 2017 Company Secretary to be re-appointed in this AGM, nature of his / her expertise in specific functional areas, his / her other Registered office: directorships and committee memberships in listed CIN: L34103TN2004PLC054667 entities, his / her shareholding and relationship with Plot No 3 (SP), III Main Road other directors of the Company are given below: Ambattur Industrial Estate, Chennai 600 058. 7


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    WABCO INDIA LIMITED Statement pursuant to Section 102 of the Companies Act, 2013 Item No. 5 party in terms of Regulation 23(1) of the SEBI (Listing Pursuant to Section 148 of the Companies Act, 2013 Obligations and Disclosure Requirement) Regulations, 2015. and Rule 4 of Companies (Cost Records and Audit) Such material transactions require approval of the Rules, 2014 including amendments and re-enactments Shareholders of the Company through an ordinary and clarifications issued by the Ministry of Corporate resolution. Anticipating that the total transactions with Affairs, the Company is required to appoint Cost Auditor M/s WABCO Europe BVBA during the year 2016-17 would to audit the cost records of the applicable products of cross the threshold of 10% of the turnover for the year the Company. 2015-16, the shareholders had accorded approval for the Based on recommendation of the audit committee at its anticipated transactions beyond the 10% limit at the previous meeting held on 30th May, 2017, the Board has, considered annual general meeting held on 29th July 2016. and approved the appointment of Mr. A.N Raman, as Cost Auditor for the financial year 2017-18 at a Similarly, the Company expects further growth in similar remuneration of Rs.4,00,000/- plus applicable taxes and transactions with WABCO Europe BVBA during the course reimbursement of out of pocket expenses at actuals. The of the financial year ending 31st March 2018, which are remuneration payable to Mr. Raman requires to be ratified also likely to be "material transactions" i.e. transactions by the Members at the forthcoming Annual general are likely to exceed Rs.229.67 Crores (10% of 2296.72 Meeting. Hence, the resolution is being proposed as item Crores - turnover of 2016-17). Hence approval of the no. 5 of the Notice. None of the Directors and Key members is being sought to the above material related Managerial Personnel of the Company / their relatives party transactions entered into for the financial year are in any way, concerned or interested, financially or ended 31st March 2017 and to the similar transactions otherwise, in the resolution. The Board recommends this proposed to be entered into by the Company with WABCO resolution for approval of the Members. Europe during the course of the financial year ending 31st March 2018. Item No. 6 Pursuant to Regulation 23(1) of the SEBI (Listing WABCO Europe BVBA is a related party as defined in Obligations and Disclosure Requirement) Regulations, Regulation 23 of the SEBI (Listing Obligations and Disclosure 2015, such approval of members is to be obtained by Requirements) Regulations, 2015, since the Company is an ordinary resolution. Hence, the ordinary resolution at a fellow subsidiary of WABCO Europe, headquartered at Item No.6 of the notice. Voting by related parties on the Brussels, Belgium. WABCO Europe is one of the major ordinary resolution will be governed by the applicable overseas customers of the Company. The orders placed provisions of the Listing Regulation. The material terms by WABCO Europe are progressively growing year after for the agreements which have been entered into by the year. This coupled with seamless technology and technical Company with WABCO Europe are: a) Credit terms of knowhow supplied by them has significantly contributed to 90 days from the date of invoice; b) Warranty for the the increase in the Company's turnover and profits. During period of 12 months for the product specifications; c) the year ended 31st March 2017 the following transactions Mark-up on cost of raw materials, conversion cost and were entered into with them: other relevant expenses and d) Royalty @4% on total (Rs. In Lakhs) product sales (less) inter-company purchases (less) inter- S.No. Nature of transaction Amount company sales e) reimbursements at actuals. 1. Sale of Automotive Components 23,588.13 Mr. Jorge Solis may be deemed to be interested in the 2. Services rendered 8,715.26 above resolution by virtue of him being director of WABCO 3. Fee for Royalty 5,290.56 Europe BVBA. None of the other directors of the Company 4. Reimbursement of Expenses Received 10.00 and key managerial personnel of the company and their 5. Professional Fees paid - ABS 2,019.52 relatives is concerned or interested, financially or otherwise in this item of business, All related party transactions Total 39,623.47 are in preapproved by the audit committee. Board recommends this resolution to the members for their The annual consolidated turnover of the Company as per approval. the last audited financial statements in the year ended 31st March, 2016 is Rs. 1,999.54 crores. By order of the board Total transactions as stated above amounts to about 19.82% of the turnover for the financial year 2015-16. Since this is in excess of the threshold limit of 10%, the Chennai M C GOKUL transactions would be "material transactions" with a related 30th May 2017 Company Secretary 8


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    WABCO INDIA LIMITED Directors' Report to the shareholders The directors have pleasure in presenting the thirteenth annual report Mr. Jorge Solis retires by rotation at the ensuing annual general and the audited financial statements for the financial year ended meeting of the Company, being eligible, offers himself for re- 31st March 2017. appointment. 1. FINANCIAL HIGHLIGHTS In compliance with Regulation 36(3) of the Securities Exchange Rs. in lakhs Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation), a brief resume and other Details Year ended Year ended required information about the directors who are being re- 31.03.2017 31.03.2016 appointed are given in the notice convening the annual general Revenue from Operations 226,057.16 199,953.84 meeting of the Company. Other Operating Income 3,615.07 4,012.32 The independent directors continue to fulfill the criteria of independence as defined under Section 149(6) of the Companies Total revenue from operations 229,672.23 203,966.16 Act, 2013 ("the Act") and Regulation 16(b) of the Listing Regulation Gross profit before interest and have furnished the requisite declarations in this regard. and depreciation 36,254.52 32,669.54 6. AUDITORS Finance costs 46.44 15.20 Messrs S. R. Batliboi & Associates LLP, Chartered Accountants, Depreciation 6,162.93 5,620.13 Chennai (Firm Registration No. 101049W) were appointed as Profit before tax 30,045.15 27,034.21 Statutory Auditors at the Annual General Meeting held on 22nd Provision for taxation July 2014 for a period of 5 (five) years from conclusion of 10th (including deferred tax and tax annual general meeting upto the conclusion of the 15th Annual relating to earlier years) 8,697.38 6,697.21 General Meeting, subject to ratification by members at every annual general meeting. The Board recommends the ratification Profit after tax 21,347.77 20,337.00 to enable their continuation as Auditors. The Company has Other Comprehensive Income / received a confirmation from the Statutory Auditors to the effect (Loss) for the year net of tax (352.93) (62.20) that they would be eligible for such continuation. Total Comprehensive Income for 7. SECRETARIAL AUDITOR the year net of tax 20,994.84 20,274.80 M/s. S Krishnamurthy & Co., Company Secretaries have carried out Secretarial Audit under the provisions of Section 204 of the 2. DIVIDEND Act, for the financial year 2016-17 and submitted their report, The board of directors has recommended a dividend of (Rs.7 per which is annexed to this report. The report does not contain any share) for the year ended 31st March 2017 absorbing a sum of qualification. Rs.1,327.73 /- lakhs (excluding dividend tax) for approval of the shareholders at the ensuing annual general meeting. 8. COST AUDITOR Pursuant to Section 148 of the Act, the Board of Directors of the 3. PERFORMANCE Company upon recommendation made by the audit committee During the year 2016-17, sales of medium and heavy commercial has appointed Mr. A.N Raman, Cost Accountant, as Cost Auditor vehicles (M & HCV) grew by 0.42% over the previous year. of the Company for the financial year 2017-18 and has The Company achieved total revenue from operations and other recommended his remuneration to the shareholders at the ensuing income of Rs.2,296.72 crores as against Rs.2,039.66 crores in Annual General Meeting. the previous year, an increase of 12.6%. 9. KEY MANAGERIAL PERSONNEL 4. CAPITAL EXPENDITURE Mr. P Kaniappan - Managing Director Capital expenditure of Rs.73.91 crores was incurred during the year Mr. R S Rajagopal Sastry - Chief Financial Officer 2016-17 as against the plan of Rs.90 Crores and Capital Expenditure of Rs. 90 Crore is planned for the year 2017-18. Mr. M C Gokul - Company Secretary 5. DIRECTORS 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Dr. Lakshmi Venu (DIN: 02702020) has been appointed as an The Company has not provided any Loans or Guarantees to any Independent Director by the Board with effect from 19th May person or other body corporate under Section 186 of the Act and 2016 which was approved by the shareholders at the annual the details of investments made are given in the notes to the general meeting dated 29th July 2016. Financial Statements. 9


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    WABCO INDIA LIMITED 11. EVALUATION OF THE BOARD'S PERFORMANCE 14.2 Corporate Social Responsibility During the year, the Board adopted a formal mechanism for The Company focuses on CSR activities as specified in evaluating its performance and as well as that of its Committees Schedule VII of the Companies Act, 2013 and the and directors, including the Chairman of the Board as per the Companies CSR policy. As required under Section 134(3)(o) requirements in this regard specified in the guidance note issued of the Act, details about policy developed and implemented by the Securities Exchange Board of India and the provisions of by the Company on Corporate Social Responsibility initiatives the Companies Act, 2013. The exercise was carried out through taken during the year ended 31st March, 2017 are given in a structured evaluation process covering various aspects of the Annexure 2 to this report functioning of the Board and Committees such as their composition, experience & competencies, performance of specific 14.3 Directors' Responsibility Statement duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of each individual Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed director including the Board Chairman who were evaluated on that; parameters such as attendance, contribution at the meetings, a. in the preparation of the annual accounts, the applicable independent judgment and other relevant aspects. accounting standards have been followed and there are The Board was satisfied with the evaluation results, which reflected no material departures. the overall engagement of the Board, Committees and the b. the directors had selected such accounting policies and directors with the Company. applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 12. VIGIL MECHANISM / WHISTLE BLOWER POLICY a true and fair view of the state of affairs of the Company The Company has established a vigil mechanism through as at 31st March, 2017 and of the profit of the Company "WABCO Whistle Blower Policy" to enable employees and directors for the year ended on that date; to report genuine concerns dealing with instances of fraud and c. that directors had taken proper and sufficient care for mismanagement, if any. The mechanism provides for adequate the maintenance of adequate accounting records in safeguards against victimization of the whistle blower and also accordance with the provisions of the Act for provides for direct access to the Chairman of the audit committee safeguarding the assets of the Company and for in appropriate or exceptional cases or chief ethics officer of the preventing and detecting fraud and other irregularities; Company as the case may be to report any concerns or unethical activities. d. the directors had prepared the annual accounts on a going concern basis; 13. BUSINESS RESPONSIBILITY e. the directors had laid down internal financial controls to The Company is one among the top 500 listed companies as per be followed by the company and that such internal the market cap as on 31st March 2016 and hence as per the financial controls are adequate and were operating Listing regulation the Business Responsibility Report forms part effectively; and of the annual report commencing from this year. In this regard, f. the directors had devised proper systems to ensure the Company has developed a Business Responsibility policy compliance with the provisions of all applicable laws which is approved by the Board. As per this policy and that such systems were adequate and operating Mr. P Kaniappan, Managing Director is responsible for the effectively. implementation of the Business Responsibility initiatives. The initiatives of the Company in this regard for the year 15. DISCLOSURES UNDER COMPANIES ACT, 2013 2016-17 are provided in the Business responsibility report. 15.1 Extract of the Annual Return 14. STATUTORY STATEMENTS Details of extracts of the annual return as per Form MGT - 9 is enclosed in Annexure 3 to the Directors' Report. 14.1 Conservation of energy Research & Development Expenses and foreign exchange earnings and outgo 15.2 Number of Board Meetings Information regarding conservation of energy, Research & The Board of Directors met five times during the year Development expenses and foreign exchange earnings and 2016-17. The details of the Board meetings and the outgo is given in Annexure 1 to this report, as per the attendance of the Directors are provided in the Corporate requirements of Section 134(3)(m) of the Act, 2013. Governance Report. 10


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    WABCO INDIA LIMITED 15.3 Committees of Board of Directors positive attributes, independence of a director and other Details of memberships and attendance of various committee matters provided under Section 178(3) of the Act is provided meetings are given in Corporate Governance Report. in the Corporate Governance Report. 15.4 Related Party Transactions 17. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER All related party transactions that were entered into during SECTION 197 OF THE COMPANIES ACT, 2013 the financial year were on an arm's length basis and were 17.1 The ratio of the remuneration of each director to the median in the ordinary course of business. There are no related employee's remuneration for the financial year and such party transactions made by the company with promotors, other details as prescribed are as given below: Directors, Key Managerial Personnel or other designed Name Ratio persons which may have a potential conflict with the interest of the Company at large. Mr. P. Kaniappan, Managing Director 24.14:1 Certain related party transactions entered into during the Mr. M. Lakshmi Narayan, Independent Director 2.06:1 year ended 31st March 2017 and transactions proposed to Mr. Narayan Seshadri, Independent Director 2.00:1 be entered into during the year ending 31st March 2018 Dr. Lakshmi Venu, Independent Director 1.57:1 between the Company and WABCO Europe BVBA, which Directors other than those mentioned above have not drawn is fellow subsidiary of the company, are material in nature any remuneration for the financial year 2016-17. and require the approval of members by ordinary resolution as per the Listing regulation. An ordinary resolution seeking 17.2 The percentage increase in remuneration of each Director, shareholders' approval is included in the notice to Managing Director, Chief Financial Officer, Company shareholders. Secretary, in the financial year: All transactions with related parties are placed before the Mr. M. Lakshminarayan, Chairman 3.28% audit committee and prior approval of the audit committee Mr. Narayan K Seshadri, Director (1.64)% is obtained. The Company has developed a Related Party Dr. Lakshmi Venu* N.A Transactions Policy for the purpose of identification and Mr. P. Kaniappan, Managing Director 10.8% monitoring of such transactions. Details of material Related Party Transactions entered by the company as required Mr. R.S Rajagopal Sastry, under Section 134(3)(h) of the Act and the Listing regulation Chief Financial Officer 10.0% are given in annexure 4 to this report. Mr. M.C Gokul, Company Secretary 12.0% * In office for part of the year 2016-17 and hence percentage 16. POLICIES increase cannot be calculated. 16.1 The following policies approved by the Board of Directors of the Company were uploaded and are available 17.3 The percentage increase in the median remuneration of in the Company's website at the web link: employees in the financial year: 10.93% http://www.wabco-auto.com/en/investor_relations/ 17.4 The number of permanent employees on the rolls of wabco_india_investor_relations Company as on 31st March 2017 : 1573 Corporate Social Responsibility Policy 17.5 Average percentage increase already made in the salaries Related Party Transaction Policy of employees other than the managerial personnel in the Nomination and Remuneration Policy last financial year: 9.3% Whistle Blower Policy Percentage increase in the managerial remuneration in the last financial year was 10.65%. Mr. R S Rajagopal Sastry Code of Practices and Procedures for Fair Disclosure of was appointed as the Chief Financial Officer and Unpublished Price Sensitive Information Mr. M C Gokul was appointed as the Company Secretary Policy on Criteria for Determining Materiality of Events during the financial year 2015-16. There are no exceptional Dividend Policy circumstances for increase in the managerial remuneration. 16.2 Policy on director appointment and remuneration 17.6 The key parameters for any variable component of Company's policy on directors' appointment and remuneration availed by the directors: Independent directors remuneration including criteria for determining qualification, have been paid sitting fees for attending meetings of the 11


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    WABCO INDIA LIMITED Board and Committees and also paid a profit related commission, but not exceeding 1% of the net profit of the Company for the financial year. No sitting fee and commission is paid to non-executive and non-independent Directors of the Company. However, with respect to Mr. P. Kaniappan, Managing Director of the Company variable component is paid in the form of incentive, as per the Remuneration Policy of the Company and based on the financial and non-financial parameters. 17.7 The remuneration of directors and employees are as per the remuneration policy of the company. 17.8 Particulars of Employees The statement of particulars of employees as per 197 of the Companies Act, 2013, read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31st March, 2017, is given in annexure 5 and forms part of this Report. 18. CORPORATE GOVERNANCE The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the auditors of the Company regarding compliance with the corporate governance requirements 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 accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31st March 2017. The management discussion and analysis report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report. 19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS The Company has a structured familiarization program for independent Directors of the Company which also extends to other Non-Executive Directors to ensure that Directors are familiarized with their function, role, rights, responsibilities and the nature of the company Business viz., automotive component industry and WABCO global business model, etc. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors and all Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management. Presentations, inter alia, cover the Company's strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time. The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. Acknowledgement The directors thank the vehicle manufacturers, distributors, vendors and bankers for their continued support and assistance. The directors gratefully acknowledge the support rendered by WABCO Europe BVBA, Belgium. The directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The directors specially thank the shareholders for the confidence reposed by them in the Company. For and on behalf of the board Chennai M. LAKSHMINARAYAN 30th May 2017 Chairman 12


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    WABCO INDIA LIMITED Annexure - 1 A. CONSERVATION OF ENERGY 3. Details relating to imported technology: (Technology imported during the last 5 years reckoned from the beginning 1. Measures taken of the financial year) - Nil i) Retrofitting Hino Grinding machines with new systems resulting in saving in maintenance costs and power 4. Expenditure on R &D consumption. Rs. in Lakhs ii) GH Induction chiller units were switched off during idle time. Capital expenditure 320.53 iii) Panel ACs were removed and air to air cooler was provided for control panels in 15 ACE lathe machines Recurring expenditure (including salaries) 1,065.17 iv) Power consumption was optimized by replacing old pumps 1,385.70 with energy efficient pumps in actuator flange washing machines B. TECHNOLOGY ABSORPTION v) Hydraulic Power packs used for individual machines were utilized for multiple machines thereby reducing energy 1. Efforts made towards technology absorption consumption a. Localization of modulator valve solenoids, parts for EAPU, vi) Chiller units were moved from the test area to a better wiring harness for ABS applications, sensor extension cable ventilated area resulting in better efficiency etc. vii) Coolant Gun (Motor) logic was modified to optimize energy b. Development of vacuum exhaust brake assembly diaphragm consumption. for wider temperature applications viii) Process done by the EMA induction hardening machine c. Development of low pressure switch diaphragm material to was done by GH Induction hardening Machine thereby meet low temperature product performance achieving the same output through lesser maintenance and d. Development of secondary rubber bearing for air supply lesser power consumption. unit applications ix) Requirement of Blower was eliminated in anodizing plant e. Hydraulic ABS test rigs development and automation of test by re-using hot air from compressor. rig procedures These measures resulted in a saving of about 6.91 lakh units f. Development of test rigs for mechatronic products of power & Rs.55.31 lakhs per annum. g. Modular air tank development h. Development of higher capacity compressor, specialized 2. Measures Proposed double diaphragm actuators, low force clutch servo etc., i) Air leaks to be arrested in machine shop and assembly. i. Development of valve families for North American OEMs. ii) Optimization of motor power at Barath Fritz Werner (BFW) - Horizontal machining center 2. Benefits derived iii) New generation vacuum pumps to be provided in a. Enhanced product performance and durability resulting in impregnation plant (Plating shop) which will result in energy competitive edge saving and elimination of breakdown. b. Increased market share with localized products with iv) Retro fitting of Ikagai machine which will result in savings advanced features of maintenance costs and power consumption. c. Advanced products with safety features and cost benefits v) Introduce 90W LED fitting instead of 400W metal halide to customers Fitting in machine shop. d. Improved skill sets in testing of advanced mechatronic vi) Use of high pressure air instead of booster thereby reducing products. energy consumption. e. Indigenous development of test rigs and accessories for vii) Use of high pressure line at optimum levels in machine advanced products. shop thereby reducing energy consumption. viii) Oil skimmer running time would be optimized. ix) Providing VFD for scrubber motor. C. FOREIGN EXCHANGE EARNINGS AND OUTGO x) VFD to be installed and the Hydraulic power pack to be Rs. in Lakhs optimized in the Schaudt Grinding Machine spindle motor. These measures are expected to result in savings of about Foreign exchange inflow 58,040.90 7.3 lakhs units of power & Rs.58.45 lakhs per annum. Foreign exchange outflow 33,317.63 13


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    WABCO INDIA LIMITED Annexure - 2 Report on CSR activities for the year ended 31st March 2017 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 - Member d. Dr. Lakshmi Venu (from 08.11.2016) - Member 3. Average net profit of the company for last three financial years: Rs.20,295.21 Lakhs 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 405.90 Lakhs 5. Details of CSR spent during the financial year. a. Total amount spent for the Financial Year 2016-17: Rs.11.28 Lakhs b. Amount unspent, if any: Rs.394.61 Lakhs c. Manner in which the amount was spent during the financial year is given below: (Rs. in Lakhs) Sl. CSR project or activity identified Projects or programs Sector in which Amount outlay Amount spent on the Cumulative Amount spent: No. (1) Local area or the project is covered (budget) project or projects or programs Expenditure upto the Direct or through other programs wise (1) Direct Expenditure reporting period implementing (2) Specify the state on projects or agency and district where programs projects or (2) Overheads - NIL programs was undertaken (1) (2) (3) (4) (5) (6) (7) (8) 1. Preventive Health Check-up, Health a. Porur,Chennai, Promoting awareness& Health Screening through b. Munnurpet, healthcare Health Camps conducted at home for Athipet, destitutes,local community & Kamarajapuram, 3.00 1.17 1.17 Direct Government Primary Schools, Blood Chavadi street, Donation Camps - A total of 850 NolumburNear persons were benefitted. Ambattur Plant, Chennai 2. Installed drinking water facility with Jagatpura, Rudrapur, Making available safe submergible motor and overhead tank & near Pant Nagar drinking water, 10.00 9.82 9.82 Direct renovation of toilet - A total of 199 students plant Promoting Education were benefitted. 3. Establishment of Skill Development Kohima in Nagaland Promoting Education centers at Govt. ITIs in the North eastern and Agartala in & skill development 6.00 0.29 0.29 Direct states in partnership with TATA foundation Tripura. 4. Establishment of Skill Development Chennai Promoting Education centers in partnership with educational 6.00 – – – institutions in the field of engineering Total 25.00 11.28 11.28 6. 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. The Company has established a non-profit trust for carrying out its CSR programs in the name WABCO Foundation, which, in future, will identify appropriate CSR projects in line with the Company's CSR policy and implement them. 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 14


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    WABCO INDIA LIMITED Annexure - 3 Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.3.2017 [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 95.24% 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 Shareholding of Promoters(1+2) 1,42,25,684 – 1,42,25,684 75% 1,42,25,684 – 1,42,25,684 75% Nil 15


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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 14,42,303 – 14,42,303 7.60% 16,83,651 – 16,83,651 8.88% +1.28 b. Bank / FI 23,792 – 23,792 0.12% 22,958 – 22,958 0.12% -0.00 c. Cent. Govt. d. State Govt. e. Venture Capital f. Insurance Co. g. FIIs 1,69,981 – 1,69,981 0.90% 98,985 – 98,985 0.52% -0.38 h. Foreign Portfolio Corporate 2,57,480 – 2,57,480 1.36% 3,22,731 – 3,22,731 1.70% +0.34 i. Foreign Venture Capital Fund j. Others Sub-Total-B(1) 18,93,556 – 18,93,556 9.98% 21,28,325 – 21,28,325 11.22% +1.24 2. Non-Institution a. Body Corporate 8,82,791 1,485 8,84,276 4.66% 6,64,519 1,485 6,66,004 3.51% -1.15 b. Individual i. Individual shareholders holding nominal share capital upto Rs. 2 lakh 16,52,189 2,04,109 18,56,298 9.79% 15,80,028 2,00,637 17,80,665 9.39% -0.4 ii. Individual shareholders holding nominal share capital in excess of Rs.2 Lakh 43,510 – 43,510 0.23% 1,14,280 – 1,14,280 0.60% +0.37 Others NRI (Repatriable) 39,517 – 39,517 0.21% 29,628 – 29,628 0.16 -0.05 NRI (Non-Repatriable) 24,437 174 24,611 0.13% 22,774 174 22,948 0.12 -0.01 Foreign National 82 – 82 0.00% – – – – -0.00 OCB Directors 50 – 50 0.00% 50 – 50 – – Trust In Transit – – – – – – – – – Sub-Total-B(2) 26,42,576 2,05,768 28,48,344 15.02% 24,11,279 2,02,296 26,13,575 13.78 -1.24 Net Total (1+2) 45,36,132 2,05,768 47,41,900 25.00% 45,39,604 2,02,296 47,41,900 25.00% – C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group Public Grand Total (A+B+C) 1,87,61,816 2,05,768 1,89,67,584 100% 1,87,65,288 2,02,296 1,89,67,584 100% – 16


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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 year 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 01.04.2016 Shareholding at the end of the year 31.03.2017 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. Narayan K Seshadri – – – – 3. Dr. Lakshmi Venu – – – – 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. VII. TOP 10 SHAREHOLDERS AS ON 31.03.2017 Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS LONG TERM EQUITY FUND 2,15,095 01.04.2016 Opening balance 08-04-2016 Transfer - Purchase 40,000 0.21 2,55,095 1.34 27-05-2016 Transfer - Purchase 20,000 0.11 2,75,095 1.45 08-07-2016 Transfer - Purchase 6,000 0.03 2,81,095 1.48 21-10-2016 Transfer - Purchase 16,900 0.09 2,97,995 1.57 16-12-2016 Transfer - Purchase 9,800 0.05 3,07,795 1.62 06-01-2017 Transfer - Purchase 29,767 0.16 3,37,562 1.78 03-02-2017 Transfer - Purchase 30,000 0.16 3,67,562 1.94 10-02-2017 Transfer - Purchase 10,000 0.05 3,77,562 1.99 31-03-2017 Transfer - Purchase 58,801 0.31 4,36,363 2.30 31.03.2017 Closing Balance 4,36,363 2.30 17


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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 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 2,26,156 01.04.2016 Opening balance 08-04-2016 Transfer - Sale 10,000 0.05 2,16,156 1.14 29-04-2016 Transfer - Sale 305 0.00 2,15,851 1.14 06-05-2016 Transfer - Purchase 41 0.00 2,15,892 1.14 13-05-2016 Transfer - Purchase 100 0.00 2,15,992 1.14 20-05-2016 Transfer - Sale 214 0.00 2,15,778 1.14 27-05-2016 Transfer - Sale 534 0.00 2,15,244 1.13 03-06-2016 Transfer - Purchase 128 0.00 2,15,372 1.14 17-06-2016 Transfer - Purchase 66 0.00 2,15,438 1.14 24-06-2016 Transfer - Purchase 315 0.00 2,15,753 1.14 30-06-2016 Transfer - Purchase 94 0.00 2,15,847 1.14 01-07-2016 Transfer - Purchase 65 0.00 2,15,912 1.14 08-07-2016 Transfer - Purchase 66 0.00 2,15,978 1.14 15-07-2016 Transfer - Purchase 254 0.00 2,16,232 1.14 22-07-2016 Transfer - Purchase 16,480 0.09 2,32,712 1.23 09-09-2016 Transfer - Purchase 10,389 0.05 2,43,101 1.28 16-09-2016 Transfer - Purchase 4,700 0.02 2,47,801 1.31 23-09-2016 Transfer - Purchase 182 0.00 2,47,983 1.31 28-10-2016 Transfer - Purchase 8,253 0.04 2,56,236 1.35 18-11-2016 Transfer - Purchase 4,000 0.02 2,60,236 1.37 25-11-2016 Transfer - Purchase 1,348 0.01 2,61,584 1.38 02-12-2016 Transfer - Purchase 11,000 0.06 2,72,584 1.44 23-12-2016 Transfer - Purchase 5,071 0.03 2,77,655 1.46 30-12-2016 Transfer - Sale 341 0.00 2,77,314 1.46 06-01-2017 Transfer - Purchase 3 0.00 2,77,317 1.46 20-01-2017 Transfer - Purchase 671 0.00 2,77,988 1.47 27-01-2017 Transfer - Sale 54,765 0.29 2,23,223 1.18 24-02-2017 Transfer - Purchase 38 0.00 2,23,261 1.18 03-03-2017 Transfer - Purchase 7,349 0.04 2,30,610 1.22 10-03-2017 Transfer - Purchase 1,461 0.01 2,32,071 1.22 17-03-2017 Transfer - Purchase 9,134 0.05 2,41,205 1.27 31-03-2017 Transfer - Sale 3,794 0.02 2,37,411 1.25 31.03.2017 Closing Balance 2,37,411 1.25 FRANKLIN TEMPLETON MUTUAL FUND A/C FRANKLIN INDIA PRIMA FUND – 01.04.2016 Opening balance 27-01-2017 Transfer - Purchase 99,664 0.53 99,664 0.53 03-02-2017 Transfer - Purchase 3,374 0.02 1,03,038 0.54 24-02-2017 Transfer - Purchase 30,000 0.16 1,33,038 0.70 03-03-2017 Transfer - Purchase 20,621 0.11 1,53,659 0.81 10-03-2017 Transfer - Purchase 4,379 0.02 1,58,038 0.83 17-03-2017 Transfer - Purchase 10,000 0.05 1,68,038 0.89 31-03-2017 Transfer - Purchase 7,509 0.04 1,75,547 0.93 31.03.2017 Closing Balance 1,75,547 0.93 18


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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 CATAMARAN MANAGEMENT SERVICES PRIVATE LIMITED 1,50,712 01.04.2016 Opening Balance 10-03-2017 Transfer - Purchase 9,000 0.84 1,59,712 0.84 31.03.2017 Closing Balance 1,59,712 0.84 SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT MIDCAP 1,83,275 01.04.2016 Opening Balance 15-07-2016 Transfer - Sale 284 0.00 1,82,991 0.96 29-07-2016 Transfer - Sale 7,991 0.04 1,75,000 0.92 05-08-2016 Transfer - Sale 5,192 0.03 1,69,808 0.90 02-09-2016 Transfer - Sale 55 0.00 1,69,753 0.89 09-09-2016 Transfer - Sale 10,000 0.05 1,59,753 0.84 16-09-2016 Transfer - Sale 5,000 0.03 1,54,753 0.82 31-03-2017 Transfer - Sale 1,306 0.01 1,53,447 0.81 31.03.2017 Closing Balance 1,53,447 0.81 MOTILAL OSWAL MOST FOCUSED MIDCAP 30 FUND 1,11,613 01.04.2016 Opening balance 08-04-2016 Transfer - Purchase 1,981 0.01 1,13,594 0.60 22-04-2016 Transfer - Purchase 1,191 0.01 1,14,785 0.61 29-04-2016 Transfer - Purchase 1,670 0.01 1,16,455 0.61 06-05-2016 Transfer - Purchase 1,118 0.01 1,17,573 0.62 13-05-2016 Transfer - Purchase 628 0.00 1,18,201 0.62 20-05-2016 Transfer - Purchase 3,083 0.02 1,21,284 0.64 27-05-2016 Transfer - Purchase 7,310 0.04 1,28,594 0.68 03-06-2016 Transfer - Purchase 1,899 0.01 1,30,493 0.69 17-06-2016 Transfer - Purchase 300 0.00 1,30,793 0.69 24-06-2016 Transfer - Purchase 434 0.00 1,31,227 0.69 30-06-2016 Transfer - Purchase 1,069 0.01 1,32,296 0.70 15-07-2016 Transfer - Sale 3,834 0.02 1,28,462 0.68 22-07-2016 Transfer - Sale 26,686 0.14 1,01,776 0.54 05-08-2016 Transfer - Sale 246 0.00 1,01,530 0.54 07-10-2016 Transfer - Purchase 877 0.00 1,02,407 0.54 09-12-2016 Transfer - Sale 1,162 0.01 1,01,245 0.53 16-12-2016 Transfer - Sale 10,000 0.05 91,245 0.48 23-12-2016 Transfer - Purchase 428 0.00 91,673 0.48 30-12-2016 Transfer - Sale 500 0.00 91,173 0.48 06-01-2017 Transfer - Purchase 1,322 0.01 92,495 0.49 31.03.2017 Closing Balance 92,495 0.49 TATA BALANCED FUND 75,000 01.04.2016 Opening balance 31.03.2017 Closing Balance 75,000 0.40 NAROTAM S. SEKHSARIA – 01.04.2016 Opening Balance 06-01-2017 Transfer - Purchase 70,770 0.37 70,770 0.37 31.03.2017 Closing Balance 70,770 0.37 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE MNC FUND 62,937 01.04.2016 Opening balance 31.03.2017 Closing Balance 62,937 0.33 19


  • Page 22

    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 L & T MUTUAL FUND TRUSTEE LTD - L & T EQUITY FUND 63,477 01.04.2016 Opening balance 06-05-2016 Transfer - Purchase 1,000 0.01 64,477 0.34 30-09-2016 Transfer - Purchase 2,038 0.01 66,515 0.35 23-12-2016 Transfer - Purchase 1,000 0.01 67,515 0.36 30-12-2016 Transfer - Purchase 1,000 0.01 68,515 0.36 10-03-2017 Transfer - Sale 5,000 0.03 63,515 0.33 17-03-2017 Transfer - Sale 3,500 0.02 60,015 0.32 31.03.2017 Closing Balance 60,015 0.32 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 1.4.2016 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 - 31.3.2017 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 105.61 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 4.42 (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 7.92 6. Performance Bonus # 74.35 Total 192.30 Ceiling as per the Act 1,503.77 * Benefit arising out of participation in M/s WABCO Holdings Inc., RSU / PSU schemes is not included # Performance bonus includes the amount of Long term incentive paid once in three years. 20


  • Page 23

    WABCO INDIA LIMITED B. Remuneration of other directors: Independent Directors Name of Independent Directors Total Amount Particulars of Remuneration M Lakshminarayan Narayan K Seshadri Dr. Lakshmi Venu (Rs. in Lakhs) Fee for attending board and committee meetings and Independent Directors meeting 2.60 2.20 1.00 5.80 Commission @ 10.00 10.00 8.66 * 28.66 Others – – – – Total (1) 12.60 12.20 9.66 34.46 Other Non-Executive Directors: (Rs. in Lakhs) Other Non-Executive Directors Total Amount Fee for attending board and committee meetings Commission NIL Others Total (2) – – – – Total B = (1+2) 34.46 Ceiling as per the Act 300.75 No sitting fee and commission paid to Non-executive and non-independent directors of the Company. * Appointed as Independent Director w.e.f 19th May 2016; @ will be paid after adoption of accounts at the ensuing annual general meeting. C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs. in Lakhs) Name of the KMP Total Sl. Particulars of Remuneration Mr. R S Rajagopal Sastry, Mr. M C Gokul, Amount No. Chief Financial Officer Company Secretary 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 57.91 16.40 74.31 (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 3.41 0.77 4.18 6. Performance Bonus 12.84 1.19 14.03 Total (C) 74.16 18.36 92.52 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 21


  • Page 24

    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 01.04.2016 to 31.03.2017 Mark-up on cost of raw 19.05.2016 23,588.13 Components materials, conversion cost WABCO Europe BVBA, Rendering of services 01.04.2016 to 31.03.2017 Mark-up on cost of salary, rent 19.05.2016 8,715.26 a fellow subsidiary Fee for Intellectual property, 01.04.2016 to 31.03.2017 Royalty @ 4% p.a. on net sales 20.05.2015 & 5,290.56 Technical knowhow and 31.03.2016 availing Technical services Reimbursement of expenses 01.04.2016 to 31.03.2017 Actuals - Group Audit Fees 19.05.2016 & 10.00 received 31.01.2017 Reimbursement of expenses 01.04.2016 to 31.03.2017 Actuals - Professional Fees ABS 19.05.2016 & 2,019.52 paid 31.01.2017 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 The details of top ten employees in terms of remuneration drawn during the financial year 2016-17 as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 duly amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as follows Sl. Name of the Date of Designation Qualification Age Experience Remuneration Last No. employee Joining Years Employment 1. P. Kaniappan 20/2/2008 Managing Director B.Tech, M.Sc, 57 35 19,229,722 Sundaram-Clayton Ltd. Executive MBA 2. R S Rajagopal Sastry 31/8/2015 Chief Financial Officer B.Com, AICWA, ACS 47 29 74,16,429 R Stahl (I) Private Ltd 3. Dinesh Shyamsundar 02/09/2011 Leader, WABCO Tech- B.E. 54 31 74,42,304 Varrac Engineering Pvt.Ltd nology Centre of India Electronics and Instrumentation 4. S Balachandran 20/2/2008 Vice-President, B.E. Mechanical, 66 44 64,69,329 Sundaram-Clayton Ltd. After Market MBA 5. P Jeganathan 02/07/2007 Vice-President, Manu- B.Tech 53 32 65,92,652 Maruti Udyog Ltd. facturing & Logistics Executive MBA 6. M S Ravikumar 20/2/2008 Leader, Integrated A.M.I.E, M.Sc, PGXPM 51 30 57,69,029 Sundaram-Clayton Ltd. Supply Chain 7. A P Justin 08/09/2011 Vice President, MSW, BGL, Dip. in T&D 48 25 63,49,470 Tube Investments of India Ltd Human Resources 8. S G Balagurunathan 20/2/2008 Leader, Global B.Sc(AS), B.Tech(EE), 52 30 61,08,763 Sundaram-Clayton Ltd. Business Services MBA (IT) 9. V Ramanathan 22/01/2007 Leader, OE Marketing B.E Mechanical, MBA 48 30 56,02,067 Maruti Udyog Ltd. 10. Jaiwanth J Dasan 15/04/2013 Leader, Quality B.E Mechanical, MS 54 29 56,80,716 Vestas Technology Assurance (Quality Management), MBA R&D Chennai Pvt. 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. There are no employees who hold either by himself or along with his family more than 2% of shares in the Company and is drawing remuneration in excess of the Managing Director 5. No employees other than the Managing Director were in receipt of remuneration during the financial year in excess of Rupees one crore and two lakh per year or rupees eight lakh and fifty thousand per month. 6. Benefit arising out of participation in M/s WABCO Holdings Inc., RSU / PSU schemes is not included M. Lakshminarayan Chairman 22


  • Page 25

    WABCO INDIA LIMITED Annexure -6 Form No. MR-3 Secretarial Audit Report for the financial year ended 31st March 2017 [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, (iii) The Securities Contracts (Regulation) Act, 1956 and the The Members, rules made thereunder. WABCO India Limited, CIN: L34103TN2004PLC054667 (iv) The Depositories Act, 1996 and the regulations and bye- Plot No.3, Third Main Road, Ambattur Industrial Estate, laws framed thereunder. Chennai - 600058 (v) Foreign Exchange Management Act, 1999 and the rules We conducted the Secretarial Audit in a manner that provided us and regulations made thereunder to the extent of Foreign a reasonable basis for evaluating the Company's corporate Direct Investment (FEMA). conducts/statutory compliances and expressing our opinion (vi) The following Regulations prescribed under the thereon. Securities and Exchange Board of India Act, 1992 ("SEBI We are issuing this report based on: Regulations"):- (a) The Securities and Exchange Board of India (i). Our verification of the books, papers, minute books and other (Registrars to an Issue and Share Transfer Agents) records maintained by the Company and furnished to us, Regulations, 1993 regarding the Act and dealing forms/ returns filed and compliance related action taken by with client; the Company during the year as well as after 31st March 2017 but before the issue of this audit report; (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (ii). Our observations during our visits to the registered office Regulations, 2009; and two of the factories of the Company; (c) The Securities and Exchange Board of India (iii). Compliance certificates confirming compliance with all laws (Substantial Acquisition of Shares and Takeovers) applicable to the Company given by the key managerial Regulations, 2011; personnel / senior managerial personnel of the Company and taken on record by the Audit Committee/ Board of (d) The Securities and Exchange Board of India Directors; and (Prohibition of Insider Trading) Regulations, 2015; (iv). Representations made, documents shown and information (e) The Securities and Exchange Board of India (Listing provided by the Company, its officers, agents and authorised Obligations and Disclosure Requirements) representatives during our conduct of the Secretarial Audit. Regulations, 2015; We hereby report that, in our opinion, during the audit period (vii) The following laws that are specifically applicable to the covering the financial year ended on 31st March 2017 the Company (Specific laws): Company, to the extent, in the manner and subject to the (a) The Special Economic Zones Act, 2005 and the reporting made hereinafter: rules made thereunder (for the unit located in a (i) Has complied with the statutory provisions listed Special Economic Zone); and hereunder; and (b) The Software Technology Parks Scheme based on (ii) Has Board processes and compliance mechanism in Foreign Trade Policy of the Department of place Commerce, Government of India (for the unit located in an STPI). The members are requested to read this report along with our letter of even date annexed to this report as Annexure - A. (viii)The listing agreements entered into by the Company with the National Stock Exchange of India Limited (NSE) and 1. Compliance with specific statutory provisions BSE Limited (BSE) (Agreements). We further report that: (ix) Secretarial Standards (SS-1) on "Meetings of the Board 1.1. We have examined the books, papers, minute books and of Directors" and Secretarial Standards (SS-2) on other records maintained by the Company and the forms, "General Meetings" issued by The Institute of Company returns, reports, disclosures and information filed or Secretaries of India (Standards). disseminated during the year according to the applicable 1.2. During the period under review, and also considering the provisions/ clauses of: compliance related action taken by the Company after (i) The Companies Act, 2013 and the rules made 31st March 2017 but before the issue of this report, the thereunder (the Act). Company has, to the best of our knowledge and belief and (ii) The Companies Act, 1956 and the rules made based on the records, information, explanations and thereunder. representations furnished to us: 23


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    WABCO INDIA LIMITED (i) Complied with the applicable provisions/ clauses of the (i) Supplementary agenda notes and annexures in respect Acts, Rules, SEBI Regulations and Agreements of unpublished price sensitive information such as mentioned under sub-paragraphs (i) to (v),(vi) and (viii) audited accounts/ results, unaudited financial results and of paragraph 1.1 above; and connected papers; and (ii) Generally complied with the applicable provisions of (ii) Additional subjects/ information/ presentations and other Specific laws and Standards mentioned under sub- supplementary notes. paragraphs (vii) and (ix) above. Steps may be taken to The above items were either circulated separately or at the improve the compliance levels. meetings. Consent of the Board for so circulating them was 1.3. We are informed that, during/ in respect of the year, the duly obtained as required under the Secretarial Standards. Company was not required to comply with the following laws/ rules/ regulations and consequently was not required to 2.6 A system exists for directors to seek and obtain further maintain any books, papers, minute books or other records information and clarifications on the agenda items before the or file any forms/ returns under: meetings and for their meaningful participation at the meetings. (i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of 2.7 We note from the minutes that in the Board meetings held Overseas Direct Investment and External Commercial during the year: Borrowings (FEMA); (i) Majority decisions were carried through; and (ii) The Securities and Exchange Board of India (Buyback (ii) No dissenting views were expressed by any Board of Securities) Regulations, 1998; member on any of the subject matters discussed, that (iii) The Securities and Exchange Board of India (Issue and were required to be captured and recorded as part of Listing of Debt Securities) Regulations, 2008; the minutes. (iv) The Securities and Exchange Board of India (Delisting 3 Compliance mechanism of Equity Shares) Regulations, 2009; and We further report that: (v) The Securities and Exchange Board of India (Share 3.1 There are reasonably adequate systems and processes in Based Employee Benefits) Regulations, 2014. the Company, commensurate with its size and operations, to 2. Board processes: monitor and ensure compliance with applicable laws, rules, We further report that: regulations and guidelines. Steps may be taken to further 2.1 The Board of Directors of the Company is duly constituted strengthen the systems and processes to meet the challenges with proper balance of Executive Director, Non-Executive arising from the increasing compliance requirements and the Directors, Independent Directors and Women Directors. growth in business operations. 2.2 The processes with respect to the following changes in the 4 Specific events/ actions composition of the Board during the year were carried out in We further report that: compliance with the provisions of the Act: 4.1 During the audit period, there were no specific events and (i). Appointment of an Independent Director in the vacancy actions having a major bearing on the Company's affairs in that arose on the resignation of an Independent Director; pursuance of the above referred laws, rules, regulations and and standards. (ii). Re-appointment of the retiring director at the 12th annual general meeting. For S Krishnamurthy & Co., 2.3 Adequate notice was given to all the directors to enable them to plan their schedule for the Board meetings. Company Secretaries, 2.4 Notice of Board meetings were sent at least seven days in advance. K. Sriram 2.5 Agenda and detailed notes on agenda were sent at least Partner seven days before the Board meetings with the exception of Date : 30th May 2017 Membership No: F6312 the following items: Place : Chennai Certificate of Practice No:2215 24


  • Page 27

    WABCO INDIA LIMITED 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 2017is to be read along with this letter. records and books of accounts of the Company. 1. The Company's management is responsible for maintenance of 7. We have obtained the Management's representation about secretarial records and compliance with the provisions of corporate compliance of laws, rules and regulations and happening of events, and other applicable laws, rules, regulations and standards. Our wherever required. 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 our 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. 3. While forming an opinion on compliance and issuing this report, we For S Krishnamurthy & Co., have also considered compliance related action taken by the Company Secretaries, Company after 31st March 2017 but before the issue of this audit report. K. Sriram 4. We have considered compliance related actions taken by the Partner Company based on independent legal/ professional opinion obtained Date : 30th May 2017 Membership No: F6312 as being in compliance with law. Place : Chennai Certificate of Practice No:2215 25


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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 2016-17 at 7.1% was lower than the GDP of 2015-16. Table -1 shows India's real GDP growth rates (at factor cost) for various sectors broadly from 2012-13 to 2016-17. Sector 2013-14 2014-15 2015-16 2016-17 Agriculture 3.7 0.2 1.2 4.1 Industry 5.3 6.6 8.8 5.2 Services 8.1 9.4 8.2 8.8 GDP (constant prices) 6.5 7.2 7.9 7.1 Source: Reserve Bank of India - Publications, Government of India. The upward revision of the 2015-16 data was mostly due After strong recovery in FY 2016 on back of replacement- to a significant increase in growth estimates for the industrial led demand, the Commercial Vehicle (CV) industry started and services sectors. on strong note in fiscal 2017 Waning replacement demand along with uncertainty related to the impact of GST on ii. Indian Commercial Vehicle Industry: vehicle prices put brakes on M&HCV (Truck) sales as fleet The year 2017 is set to be yet another challenging year operators held back on their fleet renewal or addition plans for the Indian commercial vehicle industry. M&HCV sales on expectations that vehicles prices may fall once GST grew 2.56 per cent with the sale of 3,46,248 as compared is implemented. Along with these factors, the industrial to 3,37,565 units sold in last year. With pan-India activity has also not improved during the current fiscal to implementation of BSIV emission norms, Anti-Lock Braking support cargo availability and in turn demand for M&HCVs. systems norms and GST scheduled for April 2017, With the recent demonetization move, CV sales have taken pre-buying expectation is being expressed by many industry a further hit and are likely to remain subdued till the leaders. This would add to the replacement demand. liquidity situation improves. However, as the emission norms The Indian CV Industry is expected to register good growth in India progress to Bharat Stage (BS)-IV from April 2017, numbers across different segments, driven by the slew of the industry is also expected to witness some pre-buying forward-looking changes taking place in the market. The in Q4 FY 2017. Nonetheless, ICRA believes that the M&HCV (truck) segment is likely to register a growth of domestic CV industry is unlikely to meet earlier forecast 6-8% in FY 2018 aided by higher budgetary allocation and is likely to register an overall volume growth of towards infrastructure and rural sectors, potential 6-8% in FY 2018 over the previous year. implementation of vehicle scrappage program and stricter Table shows the growth in production and sales of M&HCV implementation of regulatory norms especially related to from 2016-17. vehicle length (for certain applications) and overloading norms. ICRA believes that as a result of pre-buying (although Figures in units lower than expected), CV demand would be relatively Category 2015-16 2016-17 Growth subdued in early part of the FY 2018. Moreover, with M&HCV Production 3,41,181 3,42,733 0.42% possible implementation of GST, fleet operators are likely to put their investment plans on hold, while OEMs would M&HCV Sales 3,37,565 3,46,248 2.56% also prefer to align their production and inventory levels Source: SIAM to the new taxation regime. Accordingly, the near-term outlook is subdued. Nevertheless, ICRA expects that industry II. Business outlook and overview will find its momentum back a) aided by increased thrust India has emerged as the fastest growing major economy in the on infrastructure and rural sectors in the recent budget, world as per the Central Statistics Organisation (CSO) and b) potential implementation of fleet modernization or International Monetary Fund (IMF) Demonetization is expected to scrappage program and c) higher demand from have a positive impact on the Indian economy, which will help consumption-driven sectors and e-commerce logistic service foster a clean and digitized economy in the long run. The investment providers, especially for LCVs and ICVs. Given these demand is expected to slightly pick up, helped by monetary easing, considerations, ICRA expects the domestic CV industry to government efforts towards infrastructure investments and public- likely register a growth of 6-8% in FY 2018. private partnerships, and the implementation of domestic reforms 26


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    WABCO INDIA LIMITED such as the introduction of the Goods and Services Tax. The Indian The Company has also commenced supplies of slack adjusters macroeconomic situation is characterized by strong economic and double diaphragm spring brake actuators, smart suspension growth, comfortable price situation, low current account deficit, controls, fleet management solutions to global markets through highest ever foreign exchange reserve and contracting fiscal deficit the other WABCO sites. to GDP ratio. As a measure of improving the safety in passengers transport, The Government of India has forecasted that the Indian economy zero leak programs at public transports, school and college will grow by 7.11% in FY 2016-17. As per the Economic Survey buses are being carried out. Distributor branches are increasing 2016-17, the Indian economy should grow between 7.11% and their presence in B & C towns and that is resulting in availability 7.2% during FY 2017-18. of genuine parts in remote locations. Our authorized service Growth: The economic growth outlook is expected to slow down center network is expanding and currently we have 200 service to 7.4% in 2016-17, from 7.9% in 2015-16, with tepid external centers with Pan India presence to cater to the customer demand offsetting the pickup in domestic demand. requirements. These initiatives would result in improved service practices, availability of genuine parts and generate additional India's overall outlook remains positive, although growth will slow revenue for the Company. temporarily as a result of disruptions to consumption and business activity from the recent withdrawal of high-denomination bank Given the growth opportunities that are available in the commercial notes from circulation. But the nation's expansion will pick up again vehicle industry we expect the activity levels of the competitors as economic reforms kick in. The economy has been hit by cash to be on the rise. shortages, and accordingly we reduced our growth forecasts to 6.6 percent for fiscal year 2016/17 and to 7.2 percent in IV. Risks and concerns 2017/18. The cyclic nature of the Indian commercial vehicle industry presents its own risk to the business. The operating expenses III. Opportunities & Threats are likely to rise with the expected increase in prices of key The Company provides safety and vehicle control solutions to raw materials. the commercial vehicle segment of the automotive industry. In STEEL connection to this, the Anti-Lock Brake Systems (ABS) legislation Steel prices reached an all-time low in March 2016, but prices for M3 and N3 vehicles got implemented from the third quarter have increased steadily starting in June and before leveling off of 2015-16, which resulted in increased business. Local market in October. growth opportunities were through increase in content per vehicle in the form of introducing new systems / technologies like wiring Much of the current state of the steel industry can be tied to harness, pole wheels and Lift axle control system. The company the rate of Chinese production. Because of China's massive has also expanded into new segments like off- highway, defense, infrastructure needs, it has significantly ramped up production luxury bus, car and trailers. for the past decade or longer. The increased production and resulting low prices have hurt the steel industry in other parts • Retro fitting ADB,ECAS of the world, including the United States, the U.K. and Japan. • FMS/Telematics and New products such as ASA,SBA Sub But Chinese officials have stated that they will decrease steel assy production by more than 165 million tons by 2020. That's a 20% • Partner with Trailer customers for implementing 100% TABS decrease in production for the world's leading steel producer! • Technical / Homologation Support This decrease coincides with a "severe depression in construction activity" as well as an overall economic slowdown in China. • Leverage Site plants to stay close to customers • Extend Portfolio through partnership for trailer axles Cheap steel from China has been distorting global markets for decades. At its peak, China produced 822 million tons of steel • Capture 100% entitlement by excellence in execution in 2014 compared to 803 million tons in 2015, a 3% drop in In the Aftermarket side, further potential in retro fitment of production. At this rate, China seems well on its way to reducing advanced products like Air Disc Brakes, Electronically Controlled its output by 20% by 2020. Cheap steel is good for consumers Air Suspension is being explored. Our focused efforts in Trailer whether it's from China or elsewhere. In fact, Chinese steel segment have boosted the sales growth considerably and Trailer output over the past two decades has more often than not, kept Anti-Lock Brake Systems (TABS) and Trailer Electronic Brake global supply higher than global demand resulting in lower steel Systems (TEBS) are also continued to be explored in this prices. Supply is not expected to outweigh demand for much segment. Focused initiatives are also being taken to venture in longer. In fact, with China dropping its steel output so dramatically, the space of telematics through the indigenously developed global steel supply is expected to be less than demand resulting vehicle tracking systems. in higher steel prices without relief in the years to come. 27


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    WABCO INDIA LIMITED ALUMINUM Productive Maintenance (TPM) and Lean Manufacturing 2016 has been a positive year for primary aluminum after a has best-in-class practices for safety, work environment, long period of volatility. LME aluminum prices recovered by water and energy conservation. These initiatives are 13.4% in 2016 ending the year with a rate of USD 1714 per deployed companywide to achieve significant improvement ton. The market sentiment on aluminum has improved considerably in productivity and reduction in manufacturing cost. During since the beginning of 2016, when prices hovered at a range the year, the Mahindra World City plant was awarded with of USD 1466 to USD 1500 per ton. TPM Excellence under category 'A' by Japan Institute of Plant Maintenance (JIPM) for its journey of Manufacturing LME and SME Aluminum Outlook Excellence in leading breakthrough business results year LME aluminum prices inched higher in January to hit US$1812 over year. per ton, with the U.S. dollar retreating and traders awaiting better Focused lean initiatives were executed throughout all clarity on the aluminum market. LME aluminum prices are also manufacturing locations, challenging site layouts for more driven by aluminum prices in China market. In China, end-user compact & efficient floor space utilization. This initiative has consumption is still growing, but the growth has slowed down. helped in increased sales within the current floor space According to an SMM forecast LME aluminum will be moving which is now fully utilized. The Company has demonstrated within a range of $1,500-1,800/ton in 2017. Volatility would various "Lean Equipment Development" projects for its remain a concern for traders attempting to assess how the group entities in Brazil, Charleston through design and market will evolve as the year progresses. U.S. dollar forecast development of manufacturing lines with its indigenous for 2017 by a few investing firms indicates an upturn for the frugal engineering, enduring quality, and low capital currency. Prices of aluminum and all other metals typically follow investments. an inverse relationship when compared the U.S. dollar. Under "WIN 2.0" was a transformation initiative intended towards such circumstances, this might be a factor which could pull down changing the mindset of employees at all levels, all functions the aluminum prices in 2017. and across locations to achieve global standards of performance. This initiative was widely imbibed in all Risk Management: employees and has already started yielding visible results The Company has laid down procedures for risk assessment in all areas of operations. Our key customers have also and mitigation actions. These procedures are periodically reviewed acknowledged our transformation and have recognized us to ensure that executive management controls risk through with awards. TATA Motors referred WABCO INDIA as means of a properly defined framework. Risks identified and benchmark supplier for their Supplier Relationship mitigation measures are periodically communicated to the board Transformation initiative; TATA Motors awarded Jamshedpur of directors. and Lucknow facility with "World Class Supplier for Quality"; Excellence Award in Idea Meet organized by INSSAN and V. Internal control system and their adequacy TATA Motors; "Supplier of the year" award from SML The Company has proper and adequate systems of internal ISUZU. control to ensure that all assets are safeguarded and protected Employees won several awards in external competitions against loss from unauthorized use or disposition thereof. All organized by Confederation of Indian Industry (CII); National transactions are authorized, recorded and reported correctly. Institution of Quality Assurance and Indian Association of The internal controls are checked by internal auditors. The Quality and Reliability (NIQR); Automotive Component observations made by them, management action and time frame Manufacturers Association of India (ACMA) demonstrating are reviewed by the audit committee of the Board of Directors. their passion and innovation in various areas of excellence Concerns if any are reported to the Board. in manufacturing. Further, the Company received "Green Award" from TNPCB VI. Operations review (Tamil Nadu Pollution Control Board), "Supply Chain and A. Manufacturing Logistics Excellence" award from CII and Institute of Logistics for its Just in time and Supply & Apply initiatives. During 2016-17, company has expanded its facility in Pantnagar located in Uttarakhand and also initiated B. Quality expansion of its Jamshedpur facility considering present and future volumes. The company had set up state of the The quality systems in the Company aim at achieving total art facility for its new business like Vacuum Pumps, customer satisfaction through its focus on improving product Automated Manual Transmission and also did various quality to world standards. This is achieved through total capacity augmentations to meet the increased volumes. employee involvement and continuous improvement culture. The Company's manufacturing facilities, built on its strong Rigorous usage of poka-yokes, utilization of statistical tools fundamentals of Total Quality Management (TQM), Total for process optimization and control also contribute towards 28


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    WABCO INDIA LIMITED improving the product quality. Deploying global best practices Value creation through design Improvement. like "8 steps of Quality Fundamental", "VDA 6.3" standards, CFT teams are formed with members from various functions helped us to reduce the defects significantly. 60% of our like Product Engg, Manufacturing & sourcing team to focus assembly lines are certified for 8 steps of Quality fundamentals, on identified cost reduction projects. To further strengthen 24 assembly lines were upgraded for making them robust the program recently, the Company has engaged trainers enough to prevent generation of defects. Also new warranty from SAVE International (Society for American Value process to do level zero inspection at customer end helped Engineering) to train the team in Value Engineering in speedy analysis and resolution of failures. methodologies. In the process 12 members have qualified The same rigor was introduced in supplier process to improve as Value Management Associates. the child part quality. Front loading of quality deliverables in new projects to improve the new product quality. Standardization The Company continues to find best cost suppliers across of the quality procedures is aligned with TS16949 requirements. the continents leveraging the global platform in its endeavor The Company is certified for TS16949. TQM is a way of life to become best cost supplier to its customers. In this at the Company. 100% participation in employee involvement connection the Company has enrolled few suppliers in has been successful for the past 17 consecutive years. Vietnam successfully. Another key focus area is process Employees have completed 183 Quality Control Circle projects improvement by collaborating technology partnership with and 113 Supervisory Improvement Team and Cross Functional leading suppliers to continuously keep the cost down. team projects by applying statistical tools and Quick Response Six Sigma (QR6S) methodology during 2016-17. The average D. Information Technology number of suggestions implemented per employee was 40 The Company uses an ERP system that integrates all in 2015-16 which is close to international benchmark. Employees business processes across the Company as well as from all the plants of WABCO INDIA participate in Quality customers and suppliers. During the year, the company Control Circle, Supervisory Improvement Team and Cross focused on 100% availability of the ERP applications which Functional Team projects and present their completed projects is now hosted in global HP Data center at Germany with in monthly presentations. Employee suggestion scheme is in enhanced security features and back to back disaster force at all plants of WABCO INDIA and employees implement recovery methodology. suggestions under productivity, quality, cost, delivery, safety Focus was given towards paperless office wherein additional and morale categories. projects have been implemented towards automation of the Quality Control circle, Cross functional teams of employees repetitive activities in order to eliminate non-value added participated in external competitions conducted by industry activities. With the vision to build a digitally optimized bodies, Automotive Component Manufacturers Association workplace to engage and develop talents by efficient (ACMA), Confederation of Indian Industry (CII), National collaboration, the company migrated to a cloud based Institution for Quality and Reliability (NIQR), Indian Machine Email system with access of data on any device anytime. Tool Manufacturers Association (IMTMA), Quality Circle Forum To ensure security at all WABCO locations, a Central of India (QCFI), Indian National Suggestions Schemes' Command Center has been setup to monitor all CCTV Association (INSSAN) and had won various prizes. Significant cameras at the corporate office which is manned round among them are winning first prize in 9th CII National the clock. Competitiveness & Cluster Summit - 2016, winning first prize in CII Supply Chain and Logistics Excellence competition, VII. Human Resource Development winning first prize in CII Tamil Nadu state level convention The Company focuses on attracting and retaining the best talent on employee involvement in continuous improvement and enjoys a good brand image across leading educational competition, winning platinum award in QCFI Six Sigma institutions and talent pool. The current average recruitment lead competition, Gold and Silver awards in NIQR Six Sigma time of the lateral talent is around 40 days. We have inducted competition and first prizes in ACMA Quality Circle competition 262 new talents in 2016 while majority hiring's are in Product and Kaizen competition. Engineering & Global Business Services (GBS). The Company blends successfully mid-career recruitment with internally grown C. Cost management talent through a robust globally managed talent management Over the period the Company has evolved better cost process. Rewards and recognition system is in place to retain control mechanism in all its activities, predominantly in and provide fast track growth for high potential employees. procurement. As an organization the Company realizes Internal Talent mobility rate which is at 55%, is one of the key that better cost management is the key differentiating factor engagement driver ensuring employees to move and grow within in its competitive environment and the prime strategies in WABCO from one to another position - cross functional, business, this regard are: and cross countries within WABCO. Our Voluntary attrition rate 29


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    WABCO INDIA LIMITED is at 4.6%, while similar Industry attrition rates are at an average sections of the society as specified in Schedule VII of the Companies of 10.6%. Act, 2013 and the Company's CSR policy with specific focus towards areas surrounding the company's plant locations. The Potential talents are sponsored to overseas and inland universities activities during the year were largely directed towards, promoting for developing their capabilities to handle new technologies and education, preventive healthcare, making available safe drinking management practices. Customized management development water, environment protection, sanitation etc. programs have been developed in partnership with reputed Educational Institutions to hone the leadership skills of the senior The CSR Activities of WABCO INDIA LTD for the FY 2016-17 executives. "Next Gen Leadership" programs were conducted to are: identify and nurture critical mass of young, talented individuals 1) Setting up skill development centres at Government ITI's with the potential to occupy key positions in the company. "Talk of North eastern states 2 Me", "Women's Forum" and "Blue Collar Contact Program" i) At Kohima (Nagaland state) initiatives helps to build a strong bottom up communication and ensured healthy Industrial Relations climate across all locations ii) At Agartala (Tripura state) resulting in zero man hour's loss. These centres provide more visual learning with hands- on training thereby enhancing skills sets of students. As of 31st March 2017, the Company had 1573 employees on its rolls. 2) Health camps & Health education: The Company, on a strong mission towards preventive health care, conducted VIII. Environment & Safety various Health Camps and Health talks. The Health camps The first three months of the calendar year were taken as safety were conducted for the primary school children of months which was utilized to enhance safety systems and in Government schools in and around the Ambattur plant and the process creating safety awareness among the employees. to a destitute home located at Porur, Chennai. The Primary The Director of Industrial Safety and health from the Government school children of Government schools in and around the of Tamilnadu was gracious enough to visit the plant during the Ambattur plant were educated on the importance of personal culmination of the safety months program and share his hygiene to promote preventive health and also they were experience. He also motivated the employees by distributing provided with toiletries kit for better hygiene. prizes to the safety competition winners. All 5 plants and test 3) Blood Donation camp: As Indian society is in such a crisis track have completed the surveillance audit of ISO 14001 & for want of Blood in saving lives of the poor and under OHSAS 18001 from DNV certifying body. privileged people taking treatment at the Government hospitals, the Company organized an onsite blood donation The Company has taken many initiatives on improving ergonomics camp encouraging its employees to donate blood voluntarily. in the shop floor. Medium fatigue stations were identified and Two such camps were conducted, one at Chennai and the the ergonomics were improved upto 20%, thereby improving other at the Jamshedpur plant. productivity and operator morale. During the year the Ambattur plant won 1st Prize in "Green Award" organized By TNPCB and 4) Toilet renovation and water facility to the Govt.primary also won 2nd prize "Safety Kaizen" organized by ACMA southern school, Pant Nagar - The Government primary school Region. located near the Pant Nagar plant had poor sanitation facility. The Company had renovated the toilet block and also provided a facility for water supply by laying submergible IX. Community development and social responsibility motor and an overhead tank for uninterrupted water supply. As a responsible corporate citizen, the Company engages in social Details of various initiatives for community development during responsibility and community development activities. This year the the year are provided in the CSR Report annexed to Directors' activities were conducted through internal engagement of employees Report. and resources, driving activities which would help the needy 30


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    WABCO INDIA LIMITED X. Financial statement Year ended 31st March 2017 Year ended 31st March 2016 Particulars Rs. in lakhs % Rs. in lakhs % Sales 226,057.16 98.43% 199,953.84 98.03% Other Operating Income 3,615.07 1.57% 4,012.32 1.97% Total Income 229,672.23 100.00% 203,966.16 100.00% Raw Materials Consumed 127,566.80 55.54% 112,640.44 55.23% Changes in inventories of Finished goods & WIP (3759.05) (1.64%) (2,670.99) (1.31%) Staff cost 19,111.43 8.32% 17,488.61 8.57% Stores & tools consumed 5,020.54 2.19% 5,809.42 2.85% Power & fuel 1,973.48 0.86% 2,090.51 1.02% Repairs & maintenance 1,701.61 0.74% 1,727.67 0.85% Other expenses 22,494.51 9.79% 17,502.95 8.58% Finance costs 46.44 0.02% 15.2 0.01% Excise duty on sale of goods 19308.39 8.41% 16708.01 8.19% Depreciation 6,162.93 2.68% 5,620.13 2.76% Total Expenditure 199,627.08 86.92% 176,931.95 86.75% Profit Before Tax 30,045.15 13.08% 27,034.21 13.25% Provision for taxation 8697.38 3.79% 6697.21 3.28% Profit after Tax 21,347.77 9.29% 20,337.00 9.97% Other Comprehensive Income / (Loss) for the year net of tax (352.93) (0.15%) (62.20) (0.03%) Total Comprehensive Income / (Loss) for the year net of tax 20,994.84 9.14% 20,274.80 9.94% 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. 31


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    WABCO INDIA LIMITED Business Responsibility Report [Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] Introduction WABCO INDIA designs, manufactures and markets conventional braking products, advanced braking systems, and other related air assisted products and systems. The Company has grown significantly in the Indian commercial vehicle market with total revenue to the tune of Rs. 2,29,672.23 lakhs and also serves its aftermarket customers through a wide national distribution network. With five world-class manufacturing facilities, technology center and a vehicle testing facility near Chennai, WABCO INDIA excels in engineering and manufacturing, serving customers locally and through WABCO internationally. The Business Responsibility disclosures in this Report illustrate the Company's efforts towards creating and enduring value for all stakeholders in a responsible manner. This Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVG) released by Ministry of Corporate Affairs, and is in accordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Report provides an overview of the activities carried out by the Company under each of the nine principles as outlined in NVG. Section A: General Information about the Company 1. Corporate Identity Number (CIN) L34103TN2004PLC054667 2. Name of the Company WABCO India Limited 3. Registered office address Plot No.3 (SP) III Main Road, Ambattur Industrial Estate, Chennai - 600058 4. Website www.wabco-auto.com/wabcoinda/home 5. E-mail id info.india@wabco-auto.com 6. Financial Year reported April 01, 2016 to March 31, 2017 7. Sectors that the Company is engaged in Manufacturing of automotive components and accessories 8. List three key products / services that the Company Automotive Components & spares for Medium & manufactures / provides (as in balance sheet) Heavy Commercial vehicles. 9. Total number of locations where business activity is undertaken by the Company: a. International Location: Nil b. National Locations: The Company has 5 manufacturing locations across India: i. Chennai: Plot No. 3, (SP) III Main Road, Ambattur Industrial Estate, Chennai 600058. ii. Jharkhand: Large Sector, Adityapur Industrial Area, Gamharia, Seraikella-Kharsawan District, Jharkhand 832108. iii. Mahindra World City: Unit - 1 & Unit - 2 at: Plot No. AA8, Central Avenue, Auto Ancillary SEZ, Mahindra World City, Natham Sub-Post, Chengalpet, Kancheepuram District 603002 iv. Pantnagar: Plot No.11, Sector 4, SIDCUL, IIE Pantnagar, Udham Singh Nagar, Uttarakhand - 263 153 v. Lucknow: KH 159-162, 164 Village Dhakauli Nawabganj, Barabanki Dewa Road, Somaiya Nagar, Barabanki, Lucknow, Uttar Pradesh 225 123 The Company also has WABCO Technology Centre of India and Global Business Centre situated at Porur, Chennai. 10. Markets served by the Company (Local / State / National / International): WABCO India Limited caters to the needs of Indian, American and European vehicle OEMs. The focus of the business is in Medium and Heavy Commercial Vehicle Markets. Section B: Financial details of the Company (Rs. in lakhs) No. Particulars Details 1 Paid up Capital 948.38 2 Total Turnover 2,29,672.23 3 Total profit after taxes 21,347.48 4 Total spending on Corporate Social Responsibility (CSR) as Rs. 11.28 lakhs; (0.06% of the average net profits of percentage of profit after tax the immediately preceding financial years) 5 List of activities in which expenditure in 4 above has been incurred: Please refer Annexure 2 of the Directors' Report 32


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    WABCO INDIA LIMITED Section C: Other Details 1. Does the Company have any Subsidiary Company / No Companies? 2. Does the Subsidiary Company / Companies participate N.A. in the BR Initiatives of the Parent Company? If yes, then indicate the number of such subsidiary company(s) 3. Do any other entity / entities (e.g. suppliers, distributors The Company encourages its suppliers, dealers and other etc.,) that the Company does business with, participate stakeholders to support various initiatives taken by the Company in the BR initiatives of the Company? If yes, towards business responsibility. Suppliers are critical to then indicate the percentage of such entity / entities? operations and supply chain sustainability. Suppliers and vendors [Less than 30%, 30-60%, More than 60%] engaged through various meets to raise awareness on health and safety, environmental and social issues. Section D: BR Information 1. Details of Director / Official responsible for Director Identification Number : 02696192 implementation of the BR Name : P Kaniappan Designation : Managing Director Details of BR Head 1 DIN Number (if applicable) : 02696192 2 Name : Mr. P. Kaniappan 3 Designation : Managing Director 4 Telephone Number : (044)-4224-2000 5 Email ID : info.india@wabco-auto.com 2. Principle-wise (as per NVGs) BR Policy / policies (Reply in Y/N): The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are briefly are as under: P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle P3 Businesses should promote the wellbeing of all employees P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized P5 Businesses should respect and promote human rights P6 Businesses should respect, protect and make efforts to restore the environment P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner P8 Businesses should support inclusive growth and equitable development P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner Human Rights Responsibility Well being of Engagement Environment Public Policy Stakeholder employees Business Customer relations Product Ethics CSR S. No. Question P1 P2 P3 P4 P5 P6 P7 P8 P9 1 Do you have a policy / policies for Y Y Y Y Y Y Y Y Y 2 Has the policy being formulated in consultation The policy(s) has been framed keeping in mind the interests of the stakeholders with the relevant stakeholders? at large. 3 Does the policy conform to any national / All policies conform to national / international standards wherever applicable. international standards? If yes, specify? 4 Has the policy being approved by the Board? If yes, has it been signed by MD / Owner / CEO / Y Y Y Y Y Y Y Y Y appropriate Board Director? 33


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    WABCO INDIA LIMITED Human Rights Responsibility Well being of Engagement Environment Public Policy Stakeholder employees Business Customer relations Product Ethics CSR S. No. Question P1 P2 P3 P4 P5 P6 P7 P8 P9 5 Does the company have a specified committee of the Board / Director / official to oversee the Y Y Y Y Y Y Y Y Y implementation of the policy? 6 Indicate the link for the policy to be viewed online? http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations/ 7 Has the policy been formally communicated to all The policy(s) have been disseminated on the website of the Company. relevant internal and external stakeholders? 8 Does the company have in-house structure to implement the policy / policies? Y Y Y Y Y Y Y Y Y 9 Does the Company have a grievance redressal The Whistleblower mechanism provides a platform to report any concerns/ mechanism related to the policy / policies to grievances pertaining to any potential or actual violation of the Company's code of address stakeholders' grievances related to the conduct. Further individual policies by and large prescribe grievance redressal policy / policies? mechanisms for the concerned stakeholders. 10 Has the Company carried out independent audit / The Internal Audit function reviews various aspects of the policies from time to evaluation of the working of this policy by time. The Quality, Safety, Health and Environmental policies are subject to internal an internal or external agency? and external audits as part of certification process and continuous assessments. No dedicated Business Responsibility Audit has been conducted. 2a If answer to Sr. No 1 against any of the Principle is 'No', please explain why: (Tick up to 2 options): Not Applicable Human Rights Responsibility Well being of Engagement Environment Public Policy Stakeholder Business Customer employee relations Product Ethics CSR S. No. Question P1 P2 P3 P4 P5 P6 P7 P8 P9 1 The Company has not understood the principle 2 The Company is not at a stage whereit finds itself in a position to formulateand implement the policies on specified principles 3 The Company does not have financialor manpower - N.A. - resources available forthe task 4 It is planned to be done within next 6 Months 5 It is planned to be done within thenext 1 year 6 Any other reason (please specify) 3. Governance related to BR: a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year - There is no defined frequency. Assessment is an ongoing exercise and is an inherent part of corporate functions. The Managing Director and the Leadership team reviews the Business Responsibility performance through their monthly review meetings. b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? The Business Responsibility Report is published annually in the Annual Report to the shareholders. This is the first BR Report of the Company and is published as part of the Annual Report for the financial year 2016-17. The same can be viewed at: http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations/ 34


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    WABCO INDIA LIMITED Section E: Principle-wise performance Principle 1: Business should conduct and govern themselves with Ethics, Transparency and Accountability. 1. Does the policy relating to ethics, bribery and corruption cover only the company? Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? The Company's value system aligned with the WABCO group's value system attributes paramount importance and commitment to ethical and lawful business conduct and is fundamental to its operations. The Company has a powerful reputation for excellence of its products and services which is built on a strong foundation. In this increasingly complex, competitive and dynamic world, protecting this reputation is a key pillar to maintain the confidence and trust of the Company's diverse stakeholders. WABCO Group's ethics policy extends to the Company, its employees, representatives and other stakeholders. Integrity, Respect towards all stakeholders and passion for innovation are core values central to the Code of Conduct which fosters an environment of trust which is utmost crucial for a company whose reputation is built on technology that saves lives, trust is the most important asset of all. The Code of conduct and the ethics policy enables the Directors and the Senior Management personnel to strive to perform their duties with highest standards of integrity, accountability, confidentiality and independence. An annual declaration towards affirmation to the code of conduct is part of the annual report. The company's Code of Conduct, policy on prevention of sexual harassment, WABCO group ethics policy, whistle blower policy, code of conduct for prevention of insider trading, policy for fair disclosure of material events etc., drives the Company to live up to highest ethical standards, to meet its obligations to the law, commitments to customers and responsibilities to society and the shareholders. The Company is committed towards highly ethical practices in dealing with all its stakeholders with strong internal control systems espe- cially while dealing with suppliers who are awarded business purely on merits. Robust system for financial controls and processes operating in the company ensures transparency, accuracy and timeliness in financial reporting. 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so. During the year there was one referral under the whistle blower policy of the Company which was duly investigated and closed. Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability The Company's vision & mission are aligned to that of WABCO group. The WABCO group vision is to make a difference by saving lives and protecting the environment and the mission is to thrive by offering our customers outstanding products and services that improve vehicle safety and efficiency.The Company manufactures and markets conventional braking products, advanced braking systems, and other related air assisted products and systems which contribute to increase in road safety, reduction in environment pollution and savings in energy consumption in Medium & Heavy Commercial vehicles 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities. a. Antilock Braking System (ABS) b. Electronically Controlled Air Suspension c. Automated manual transmission 2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): These products have resulted in substantial increase in road safety, reduction in environmental pollution and energy savings 3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. The Company's Total Productive Maintenance practices and lean manufacturing concept helps in achieving operational efficiencies result- ing in energy conservation and sustainable operations and further improving them year on year. The integrated supply chain operations ensure sustainable and best use of available resources. The Company demands high standards of safety, health and environmental practices from the suppliers. The Company also takes initiatives to train and educate its suppliers / vendors through vendor meets on various aspects related to sustainability and works closely with them towards continous improvement. 4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? The Company ensures localization and outsourcing by each plant and selecting suppliers who are competitive as well as close to its plants. Localized vendors are preferred if they meet the quality specifications. Specific initiatives are in place to impart training to suppliers on quality. The Company demands high standards of safety, health and environmental practices from the suppliers. They must ensure excellence in the design, manufacturing, distribution, recycling and disposal of the products they create in full compliance with applicable legislations. 35


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    WABCO INDIA LIMITED 5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so. The company's business units are committed to promoting sustainable consumption, including recycling resources. The company has sustainable processes in place to recycle the products and waste, post completion of the manufacturing life cycle. At all the Company locations, wastes are segregated based on their characteristics, collected, stored or disposed of appropriately as per legal requirements underwith applicable. Principle 3: Businesses should promote the wellbeing of all Employees The Company recognizes without a doubt that helping employees achieve their full potential is fundamental to the company's continued success. The Company is committed to providing equal i.e. merit based opportunities both at the time of recruitment and during the course of employment irrespective of caste, creed, gender, race, religion, disability etc. At workplace, the company is committed to provide safe environment and hygienic conditions. Training during induction and periodic training on usage of protective equipment, identifying and eliminating unsafe working conditions are top priority. Prevention of accidents is at the heart of what the company does in the commercial vehicle industry. That is also why "working safely" is a condition of employment. The company leads by example and nurtures a culture of mutual responsibility towards health and safety among colleagues, customers and business partners. The Company has a policy for health and safety and expects its suppliers to adhere to in the same rigor. The Company continuously focuses and ensures skill development of employees through its structured training and competency development programs. The company provides subsidized food to its employees, medical insurance coverage including dependents, and has in-house medical centers with qualified medical practitioners. The company conducts various programs concerning well-being of employees and strives to employ and empower women employees and fosters a conducive environment through its policy for prevention of sexual harassment and related grievance redressal mechanisms. 1. Total number of employees on rolls 1573 as on 31st March 2017 2. Total number of employees hired on temporary / contractual / 2734 as on 31st March 2017 casual basis 3. No. of permanent women employees 96 as on 31st March 2017 4. No. of permanent employees with disabilities 1 5. Employee association that is recognized by management There are recognised trade unions affiliated to various trade union bodies with which the Company's relationships are cordial 6. Percentage of permanent employees who are members of Almost 100% of permanent employees in the workers grade this recognized employee association are members of recognized employee associations. 7. Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: No. of Complaints filed No. of Complaints pending No Category during the financial year during the financial year 1. Child labour / forced labour / involuntary labour Nil Nil 2. Sexual Harassment Nil Nil 3. Discriminatory employment Nil Nil 8. Percentage of the under mentioned employees were given safety & skill up-gradation training in the last year 100% of the employees were given safety training last year. Please refer below the percentage of skill up-gradation training in the last year: a. Permanent Employees : 100% b. Permanent Women Employees : 100% c. Casual / Temporary / Contractual Employees : 100% d. Employees with Disabilities : 100% Principle 4: Businesses should respect the interests of, and be responsive towards all Stakeholders, especially those who are disadvantaged, vulnerable and marginalized. 1. Has the company mapped its internal and external stakeholders? Yes. The Company has mapped its internal and external stakeholders in a structured way and carries out engagements with investors, employees, customers, suppliers, the government, regulatory authorities, trade unions and local community and follows a system of timely feedback and response from them. 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? Yes. The Company has identified marginalized and disadvantaged groups in and around the plant locations by engaging with the local communities. The company's CSR policy drives initiatives towards the benefit of such marginalized, vulnerable and disadvantaged stakeholders. 36


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    WABCO INDIA LIMITED 3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so. The Company has always engaged itself through special initiatives with the disadvantaged, vulnerable and marginalized stakeholders especially those situated in and around the plant locations driven by its CSR policy. These initiatives are directed towards skill development, infrastructure, promoting safety and education. The Company continuously strives to achieve total inclusiveness by engaging with all stakeholders and encouraging people from all sections of the community irrespective of caste, creed or religion to benefit from its CSR initiatives. Principle 5: Businesses should respect and promote human rights 1. Does the policy of the company on human rights cover only the company or extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? The Company does not have a separate Human Rights Policy. However, these principles are imbibed in the WABCO group's Code of Conduct and the Ethics policy which is applicable to all the employees thereby ensuring adherence and upholding of high level of standards contained therein. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? The Company has not received any stakeholder complaints during Financial Year 2016-17 under this principle. Principle 6: Businesses should respect, promote and make efforts to restore the environment 1. Does the policy related to Principle 6 cover only the company or extends to the Group / Joint Ventures Suppliers / Contractors / NGOs / others? WABCO India Limited has an environmental policy that applies to the Company only. 2. Does the company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc? Yes, The Company's environmental policy focuses using only permitted materials, conservation of energy and reduction of waste. To support this commitment, all of WABCO's manufacturing plants are certified according to the latest version of ISO 14001 for the environment management systems and OHSAS 18001.The Company demands high standards for safety, health and environmental practices from the suppliers. They must ensure excellence in the design, manufacturing, distribution, recycling and disposal of the products they create in full compliance with applicable legislations. The Company also recognizes the significance of a greener belt, and a number of saplings are planted in the plant locations to reduce carbon foot print. The Company also continuously explores opportunities to use bio fuels, bio liquids, increased usage of solar power etc. which contributes in its endeavor to reduce carbon footprint. 3. Does the company identify and assess potential environmental risks? Yes, the Company has a mechanism to identify and assess potential environmental risks and the mitigation plan thereon in its plants and projects.This is a continuous process. 4. Does the company have any project related to Clean Development Mechanism? The Company periodically files returns to Pollution control board as per legal requirement. All the manufacturing locations of the Company are ISO 14001 and OHSAS 18001 certified. 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc.? Innovative technologies are used to reduce the impact on the environment. In the entire chain of manufacturing, the emphasis is on preserving natural resources. Processes are designed to minimize use of raw materials, conserve water and energy. Power consumption is tracked and reviewed periodically. Replacement of old pumps, optimization of energy consumption, elimination of redundant processes and machines resulted in significant energy savings. Details on energy saving measures are given in the Annexure I to the Directors' Report. 6. Are the Emissions / Wastes generated by the company within the permissible limits given by CPCB / SPCB for the financial year being reported? Yes, the emissions / waste generated by the Company are within the permissible limits given by State Pollution Control Board. All statutory requirements are tracked periodically. 7. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. Nil. Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner 1. Is your company a member of any trade and chamber or association? Yes i) Confederation of Indian Industry ii) Automotive Component Manufacturers' Association of India iii) Madras Chamber of Commerce and Industry iv) Madras Management Association 37


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    WABCO INDIA LIMITED v) Indian Management Association vi) Associated chambers of commerce and industry of India vii) American Chamber of Commerce viii) Indo-German Chamber of Commerce ix) Indo-AmericanChamber of Commerce x) Quality circle forum of India xi) National Institute of quality & reliability 2. Have you advocated / lobbied through above associations for the advancement or improvement of public good? The Company is not actively involved in lobbying. However as a responsible corporate citizen and as part of the industry, the Company makes recommendations, representations, views and opinions before regulators and associations broadly on promoting growth and technological progress, energy conservation, sustainability, road safety etc. Principle 8: Businesses should support inclusive growth and equitable development 1. Does the company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8? If yes details thereof. As a responsible corporate citizen, the Company engages in social responsibility and community development activities. This year the activities were conducted through internal engagement of employees and resources, driving activities which would help the needy sections of the society as per the Company's CSR policy with specific focus towards areas surrounding the company's plant locations. The activities during the year were largely directed towards, skill development, promoting education, preventive healthcare, making available safe drinking water, environment protection, sanitation, safety education etc. Details are given in Annexure - 2 to the Directors' Report for the year 2016- 17 and in the Management discussion and analysis report 2. Are the programs / projects undertaken through in-house team / own foundation / external NGO / government structures / any other organization? The Company's Social Responsibility Projects are implemented through the internal team. However the Company has incorporated a non- profit trust which will in future carry the CSR activities on behalf of the Company. 3. Have you done any impact assessment of your initiative? The Company believes that every activity should result in some impact which can be measured through parameters specific to the activity. These assessments are presently done internally on a periodic basis. 4. What is your company's direct contribution to community development projects and the details of the projects undertaken? The Company spent an amount of INR 11.28 lakhs on community development projects during the year 2016-17. Details of the projects undertaken are given in annual report on CSR activities enclosed as annexure - 2 to the Directors' Report. 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? The Company ensures that its presence is established right from the commencement of the initiatives. It collaborates with the communities' right from need identification to project implementation phase and participates physically and financially. Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner 1. What percentage of customer complaints / consumer cases are pending as on the end of financial year? During the financial year ended March 31, 2017, no new cases were filed against the Company. No customer complaints were pending unresolved as on March 31, 2017. 2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes, The Company displays product information as required by the customers. This is approved by them during the development process. Apart from the mandated declarations, additional declarations are furnished on the products / labels relating to the products and their usage. 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and / or anti-competitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so. There have been no cases relating to unfair trade practices, irresponsible advertising and / or anti-competitive behaviour during the last five years and pending as on end of financial year. 4. Did your company carry out any consumer survey / consumer satisfaction trends? The journey of customer satisfaction as a concept has matured into customer delight and has become deeply imbibed in the Company's processes which in itself drives continuous feedback and improvement in all its activities. Chennai M LAKSHMINARAYAN th 30 May, 2017. Chairman 38


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    WABCO INDIA LIMITED Report on corporate Governance 1. Company's philosophy on code of governance Board of India (Listing Obligations and Disclosure Requirement) The Company believes in transparency, professionalism and Regulations, 2015 (Listing Regulation). accountability, which are the basic principles of Corporate The number of Independent Directors is more than one third Governance. The Company would constantly endeavor to improve of Board's total strength. Thus, the Company meets with the on these aspects. requirements of composition of the board as per Listing Regulation. 2. Board of directors 2.1 Composition and category of directors: 2.2 Board Meetings: As of 31st March 2017, the total strength of the Board of The Company, in consultation with the Directors, prepares Directors (the board) was eight directors. All the directors and circulates a tentative annual calendar for the meetings except the Managing Director are Non-Executive Directors. of the committees / board in order to assist the Directors Out of the seven Non-Executive Directors, three Directors viz., for planning their schedules to participate in the meetings. Messrs. M Lakshminarayan (Chairman), Narayan K Seshadri During the year 2016-17, the Board met 5 times on and Dr. Lakshmi Venu are independent directors. Chairman 4th April 2016, 19th May 2016, 28th July 2016, 8th November is not related to any promoter of the Company as defined 2016 and 31st January 2017 and the gap between two under Regulation 17(1)(b) of the Securities and Exchange meetings did not 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 29th July 2016 and also the number of other directorships and committee memberships chairmanships as on 31st March 2017 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 5 Yes 8 4 2 P Kaniappan MD-NI 5 Yes 1 1 – Narayan K Seshadri $ NE-I 5 Yes 18 5 3 Dr. Lakshmi Venu $ NE-I 4 Yes 6 1 – Jorge Solis $ NE-NI 3 Yes 1 – – Lisa Brown $ NE-NI 5 Yes 37 1 1 Sean Deason NE-NI 5 Yes 1 1 – Shivaram Narayanaswami NE-NI 4 Yes – – – * 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. 39


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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 the Listing Regulation. Functional heads are present performance, and effectiveness of audit process; whenever necessary and apprise all the directors about the developments. They also make presentations to the 4) To examine the financial statement and the auditors' board and audit committee of directors. Apart from this, report thereon; the observations of audit carried out by the internal auditors 5) To approve transactions of the company with related and the compliance report on payment of statutory liabilities parties and modifications thereof; submitted by a firm of Chartered Accountants are placed 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 7) To undertake valuation of undertakings or assets of and Company Secretary of the Company regarding the Company, wherever it is necessary; compliance of all applicable laws on quarterly basis. 8) To evaluate internal financial controls and risk 2.5 Code of Business Conduct and Ethics for board and senior management systems; management personnel 9) To monitor the end use of funds raised through public The Company has in place the Code of Business Conduct offers and related matters. and Ethics for Board and Senior Management personnel (the Code) approved by the board. The Code has been 10) To call for the comments of the auditors about internal communicated to Directors and the members of the senior control systems, the scope of audit, including the management. The Code has also been displayed on the observations of the auditors and review of financial Company's website www.wabcoindia.com. All the board statement before their submission to the Board and members and senior management personnel have affirmed may discuss any related issues with the internal and compliance with the Code for the year ended 31st March statutory auditors and the management of the company. 2017. The annual report contains a declaration to this effect 11) To investigate any activity within its terms of reference signed by the Managing Director and Company Secretary of the Companies Act, 2013 or referred to it by the of the Company as compliance officer for the Code. Board and for its purpose, shall have full access to information contained in the records of the Company 2.6 Appointment of directors: and external professional, legal or other advice, if In terms of Regulation 36(3) of the Listing Regulation, necessary; a brief resume of directors, proposed to be appointed / re-appointed, nature of their expertise in specific functional 12) To seek information from any employee; areas, their other directorships and committee memberships, 13) To secure attendance of outsiders with relevant their shareholdings and their relationships with other expertise, if it considers necessary; directors are provided in the notice convening the ensuing annual general meeting of the Company. 14) To oversee the company's financial reporting process and the disclosure of its financial information to ensure 3. Audit Committee that the financial statement is correct, sufficient and The primary objective of the Audit Committee is to monitor and credible; provide effective supervision of the management's financial 15) To review, with the management, the annual financial reporting process with a view to ensure accurate, timely and statements and auditor's report thereon before proper disclosures and transparency, integrity and quality of submission to the board for approval, with particular financial reporting. reference to: 3.1 Brief description of terms of reference: a) matters required to be included in the Director's The Audit Committee of the Company is entrusted with Responsibility Statement to be included in the the following responsibilities to supervise the Company's Directors' report in terms of Clause (c) of sub-section internal control and financial reporting process: 3 of Section 134 of the Companies Act, 2013; 1) To recommend for appointment, remuneration and b) changes, if any, in accounting policies and practices terms of appointment of auditors of the Company; and reasons for the same; 40


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    WABCO INDIA LIMITED c) major accounting entries involving estimates based finance function or discharging that function) after on the exercise of judgment by management; assessing the qualifications, experience and d) significant adjustments made in the financial background, etc. of the candidate; statements arising out of audit findings; Carrying out any other function as is mentioned in the e) compliance with listing and other legal requirements terms of reference of the Audit Committee from time to relating to financial statements; time. The auditors of the Company and the key managerial f) disclosure of any related party transactions; and personnel shall have a right to be heard in the meetings g) qualifications in the draft audit report. of the Audit Committee when it considers the auditor's report but shall not have the right to vote. 16) To review, with the management, the quarterly financial statements before submission to the board for approval; 3.2 Composition, name of members and the chairman of the 17) To review, with the management, the statement of Audit Committee: uses / application of funds raised through an issue As of date, the Audit Committee consists of the following (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than directors: those stated in the offer document / prospectus / Name of the directors - notice and the report submitted by the monitoring Status Messrs agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate Narayan K Seshadri Non-executive, recommendations to the Board to take up steps in Independent director this matter; Sean Deason Non-executive, 18) To review, with the management, performance of Non-Independent director internal auditors, adequacy of the internal control M Lakshminarayan Non-executive, systems; (from 04.04.2016) Independent director 19) To review the adequacy of internal audit function, Mr Narayan K Seshadri, Independent Director, is the Chairman if any, including the structure of the internal audit of the Audit Committee. Mr. M Lakshminarayan was appointed department, staffing and seniority of the official heading as a member of the Audit Committee with effect from 4th the department, reporting structure coverage and April 2016. Mr. M C Gokul, Company Secretary of the frequency of internal audit; Company acts as the Secretary of the Audit Committee. 20) To discuss with internal auditors any significant findings Chairman of the Audit Committee was present at the annual and follow up there on; general meeting held on 29th July 2016. The composition 21) To review the findings of any internal investigations of the committee is in accordance with the requirements by the internal auditors into matters where there is of Regulation 18 of the Listing Regulation and Section 177 suspected fraud or irregularity or a failure of internal of the Companies Act, 2013. The particulars of meetings control systems of a material nature and reporting the and attendance by the members of the committee during matter to the board; the year under review are given in the table below: 22) To discuss with statutory auditors before the audit Date of the Members present commences, about the nature and scope of audit as meeting Messrs well as post-audit discussion to ascertain any area of concern; 19th May 2016 Narayan K Seshadri, Sean Deason and M Lakshminarayan 23) To look into the reasons for substantial defaults in the payment to the shareholders (in case of non- 28th July 2016 Narayan K Seshadri, Sean Deason payment of declared dividends) and creditors; and M Lakshminarayan 24) To review the functioning of the Whistle Blower 8th November 2016 Narayan K Seshadri, Sean Deason mechanism; and M Lakshminarayan 25) To approve appointment of CFO (i.e., the Whole-time 31st January 2017 Narayan K Seshadri, Sean Deason Finance Director or any other person heading the and M Lakshminarayan 41


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    WABCO INDIA LIMITED 4. Disclosures of meetings and attendance by the members of the committee 4.1 The materially significant related party transactions entered during the year under review are given in the table below: into during the year as disclosed elsewhere in the report did Date of the Members present not have potential conflict with the interests of Company at meeting Messrs large. 19th May 2016 Narayan. K Seshadri, 4.2 There were no instances of non-compliances by the Company, M. Lakshminarayan, Lisa Brown penalties and strictures imposed on the Company by the Stock 28th July 2016 Narayan K Seshadri, M. Lakshminarayan, Exchanges or SEBI or any other statutory authorities on any Lisa Brown and Jorge Solis matter related to the capital markets during the last three years. 5.1 Nomination and Remuneration Policy 4.3 The Company has a Whistle Blower Policy and no personnel As required under Section 178(3) of the Companies Act, 2013 is denied the access to the audit committee. and the Company's Nomination and Remuneration Policy is hosted in the website: http://www.wabco-auto.com/investor- 4.4 Disclosure by senior management personnel relations/wabco-india-investor-relations. The senior management personnel have made disclosure to the board relating to all material, financial and other transactions 5.2 Remuneration to Non-Executive Directors stating that they did not have personal interest that could result Remuneration by way of sitting fee for attending the meeting in a conflict with the interest of the company at large. of Board and committees and commission on profit not exceeding the limit specified in the Companies Act, 2013 is 4.5 The Managing Director (CEO) and Chief Financial Officer paid to independent directors of the Company. No remuneration (CFO) of the Company have certified to the board on financial including sitting fee and commission on profit is paid to non- and other matters in accordance with the Regulation 17(8) executive and non-independent directors of the Company. of the Listing Regulation pertaining to CEO/CFO certification for the financial year ended 31st March 2017. 5.3 Particulars of remuneration paid to the Managing Director during the financial year 2016-17: (Rs. in lakhs) 4.6 Compliance with mandatory / non-mandatory requirements: Name of the Contribution Perquisites Perfor- The Company has complied with all applicable mandatory director Salary to PF and & mance Total requirements in terms of Listing Regulation. The non-mandatory Mr other funds Allowances Bonus requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed P Kaniappan 105.61 7.92 4.42 74.35 192.30 elsewhere in this report. Note: (i) Benefit arising out of participation in M/s WABCO 5. Nomination and Remuneration Committee Holdings Inc., RSU / PSU schemes is not included Composition, name of members and the chairman of the (ii) Performance bonus includes the amount of Long term Nomination and Remuneration Committee in terms of Section incentive paid once in three years. 178 of the Companies Act, 2013: Presently, the Company does not have a scheme for grant of any stock option either to the executive directors or Name of the directors - Status employees. Messrs Narayan K Seshadri Non-executive, 5.4 Particulars of sitting fees and commission paid / payable Independent director to non-executive directors / non-executive independent directors and directors during the financial year 2016-17. M Lakshminarayan Non-executive, Independent director Name of the Sitting fee Commission Total directors - Messrs (Rs.) (Rs.)@ (Rs.) Jorge Solis Non-executive, M Lakshminarayan 260,000 10,00,000 12,60,000 Independent director Narayan K Seshadri 220,000 10,00,000 12,20,000 Lisa Brown Non-executive, Dr. Lakshmi Venu* 100,000 8,65,753 9,65,753 Non-Independent director Total 5,80,000 28,65,753 34,45,753 Mr Narayan K Seshadri, Independent Director, is the Chairman of the Nomination and Remuneration Committee. Mr M C Gokul @ will be paid after adoption of accounts at the ensuing Company Secretary of the Company acts as the Secretary of annual general meeting the Nomination and Remuneration Committee. The particulars * Appointed as Independent Director w.e.f 19th May 2016 42


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    WABCO INDIA LIMITED As approved by the shareholders by passing special within a span of seven days. Complaints received and resolution at the Annual General Meeting held on 22nd July redressed during the year 2016-17: 2014, non-executive independent directors are being paid No. of complaints received during the year 2 commission not exceeding 1% of the net profits of the No. of complaints resolved during the year 2 Company. Other non-executive directors, Messrs, Lisa No. of complaints pending unresolved as on Brown, Jorge Solis, Sean Deason and Shivram 31.3.2017 – Narayanaswami have waived the sitting fees payable to them. 6.2. All the complaints were resolved and as on 31st March 2017, no complaint was pending. All requests for Mr M Lakshminarayan holds 50 shares and all other dematerialization of shares were carried out within the stipulated time period. directors do not hold any share in the Company. There are no other material pecuniary relationships or transactions 7. Secretarial Audit of the non-executive directors' vis-à-vis of the Company. A qualified practicing company secretary has carried out secretarial None of the directors are related to each other. audit on a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central 6. Stakeholders Relationship Committee: Depository Services (India) Limited (CDSL) and the total issued 6.1. Composition, name of members and the chairman of the and listed capital and placed the report for perusal of the Board. Stakeholders Relationship Committee in terms of Section The secretarial audit report confirms that the total issued and 178 of the Companies Act, 2013: listed capital is in agreement with the total number of shares in physical form and the total number of shares in dematerialized Name of the directors - form held with NSDL and CDSL. Status Messrs Lisa Brown Non-Executive, 8. Corporate Social Responsibility Committee (CSR Committee) Non-Independent Director Composition, name of members and the chairman of the Corporate P Kaniappan Executive-Non- Social Responsibility Committee in terms of Section 135 of the Independent Director Companies Act, 2013: Ms. Lisa Brown, is the Chairperson of the Stakeholders Name of the directors - Status Relationship Committee. As required by Securities and Messrs Exchange Board of India (SEBI), Mr. M C Gokul has been P Kaniappan Executive, appointed as Compliance Officer. For any clarifications / Non-Independent director complaints, the shareholders may contact Mr. M C Gokul, Lisa Brown Non-executive, Company Secretary of the Company at gokul.mc@wabco- Non-Independent director auto.com. The particulars of meetings and attendance Non-Executive, M Lakshminarayan bythe members of the committee during the year under Independent director review are given in the table below: Dr. Lakshmi Venu Non-executive, (from 8.11.2016) Independent director Date of the Members present meeting Messrs Mr P Kaniappan, Managing Director, is the Chairman of the CSR 19th May, 2016 P Kaniappan, Lisa Brown Committee. Mr M C Gokul Company Secretary of the Company 28th July, 2016 P Kaniappan, Lisa Brown acts as the Secretary of the CSR Committee. The particulars 8th November, 2016 P Kaniappan, Lisa Brown of meetings and attendance by the members of the committee during the year under review are given in the table below: The committee oversees and reviews all matters connected Date of the Members present with share transfers, issue of duplicate share certificates meeting Messrs and other issues pertaining to shares. The committee also looks into the redressal of investors' grievances pertaining 19th May 2016 M Lakshminarayan, P Kaniappan and Lisa Brown to transfer of shares, non-receipt of balance sheet, non- receipt of declared dividends, etc. The Company, as a 8th November 2016 M Lakshminarayan, P Kaniappan, matter of policy, disposes investor services complaints Dr. Lakshmi Venu and Lisa Brown 43


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    WABCO INDIA LIMITED Details of CSR report and activities carried out by the Company Those shareholders who do not possess original share certificate as required under Section 135 of the Companies Act, 2013 are with them, are requested to contact the Share Transfer Agent, given in annexure to the Directors' Report. M/s Sundaram-Clayton Limited to obtain their shares either by dematerialized form or physical form as desired by the shareholder. 9. General body meeting: The voting rights on these shares shall remain frozen till the 9.1 Location and time where the Annual General Meetings rightful owner of such shares claims the shares. were held during the last three years. Details of Unclaimed suspense account as on 31.3.2017 Year Location Date Time Particulars No. of No. of 2013-14 The Music Academy, 22.07.2014 10.45 A.M. Shareholders Shares New No. 168, (Old No. 306), No. of shares in Unclaimed Suspense 2014-15 T.T.K. Road, Chennai 600 014 30.07.2015 10.45 A.M. Account at the beginning of the year 2015-16 The NaradaGana Sabha, 29.07.2016 10.00 A.M. as on 01.04.2016 408 26,302 (Sathguru Gnananandha No. of shareholders who approached Hall), No. 314, T.T.K. Road, listed entity for transfer of shares from Alwarpet, Chennai 600 018 suspense account during the year 10 712 9.2 Special resolutions passed in the previous three annual No. of shareholders to whom shares general meetings: were transferred from suspense account during the year ended 31.03.2017 10 712 A. Approval of Shareholders by way of Special Resolution Aggregate number of shareholders and was obtained at the Annual General Meeting held on the outstanding shares in the suspense 22.7.2014 pursuant to Section 197 of the Companies account lying on 31.03.2017 398 25590 Act, 2013 for payment of commission to Non-executive and Independent Directors of the Company for a sum 11. Complaints received under Sexual Harassment of Women at not exceeding 1% of the net profit of the Company Work Place (Prevention, Prohibition and Redressal) Act, 2013 computed in accordance with Section 198 of the Act, Your company has a robust system of prevention of sexual for a period of five years viz., from 1st April 2014 harassment of women in the Company. No. of complaint received to 31st March 2019. and the status as on 31.3.2017 is given below: B. Approval of Shareholders by way of Special Resolution No. of Complaints at the beginning of the year Nil was obtained at the Annual General Meeting held on 30.7.2015 pursuant to Clause 49(VII) of the erstwhile No. of Complaints received during the year ended 31.03.2017 Nil Listing Agreement for material related party transactions with M/s WABCO Europe BVBA during the financial No. of Complaints pending at the end of the year Nil year ended 31st March 2015 and the related party transactions proposed to be entered with M/s WABCO 12. Means of communication Europe BVBA during the financial year ending 31st 12.1 Quarterly results: March 2016. The unaudited quarterly financial results of the Company None of the subjects placed before the shareholders in were published in the English and vernacular newspapers. the last / ensuing Annual General Meeting required / These are not sent individually to the shareholders. requires approval by a postal ballot. 12.2 Newspapers wherein results normally published: The results are normally being published in any one of 10. Unclaimed Shares the English newspapers, namely "Times of India", "The Pursuant to Regulation 39 of the Listing Regulation, equity Hindu", "Business Line", or "Financial Express" and the shares aggregating to 25,590 of Rs.5/- each held by 398 equity Tamil version in a Tamil daily viz., "Dinamani". shareholders were laying unclaimed (hereinafter referred to as "unclaimed shares"). The aforesaid unclaimed shares were 12.3 Website: dematerialized and transferred to "WABCO India Limited- The Company has in place a web site addressed as Unclaimed Suspense Account" (hereinafter referred to as www.wabcoindia.com. The unaudited results, quarterly "Unclaimed suspense account") on behalf of the shareholders compliance report on corporate governance and the after providing three reminders and a public announcement in quarterly shareholding pattern as filed with the Stock newspapers before transferring. Exchanges are published in Company website. The 44


  • Page 47

    WABCO INDIA LIMITED Company makes use of its website for publishing official 13.6 Market Price Data: (Amount in Rupees) news releases and presentations, if any, made to institutional National Stock Exchange Bombay Stock Exchange investors / analysts. Month Share Price Share Price High Low High Low 13. General shareholder information April-16 6262 5600 6259 5611 13.1 Annual general meeting: May-16 6200 5566 6175 5550 Date and time : 18th September 2017 at 10.00 a.m. June-16 5870 5301 5860 5292 July-16 6505 5527 6500 5550 Venue : "The Narada Gana Sabha", August-16 6525 6050 6510 6100 (Sathguru Gnananandha Hall) September-16 6525 6051 6542 6066 No. 314, T.T.K. Road, October-16 6318 5557 6310 5570 Alwarpet, Chennai 600 014. November-16 5799 4836 5757 4760 13.2 Financial year : 1st April to 31st March December-16 5580 4780 5511 4784 January-17 5628 5080 5603 5100 Financial calendar February-17 5840 5322 5830 5344 2017-18 (Tentative) : March-17 6378 5222 6403 5200 Financial reporting for the quarter ending : Financial calendar 13.7 Performance of WABCO India shares against the Performance of BSE Sensex and NSE CNX Nifty 30th June 2017 : between 15th July to 14th August 2017 WABCO India Vs BSE Sensex performance 30th September 2017 : between 15th October to 6500 30000 14th November 2017 6250 29000 31st December 2017 : between 15th January to 6000 14th February 2018 28000 5750 31st March 2018 : between 5th to 30th May 2018 27000 5500 Annual General Meeting 5250 26000 (next year) : July / August 2018 5000 25000 13.3 Date of book closure : 16th September 2017 to 4750 24000 (both days inclusive) 18th September 2017 1-Apr-2016 1-May- 16 1-Jun-16 1-Jul-16 1-Aug-16 1-Sep-16 1-Oct-16 1-Nov-16 1-Dec-16 1-Jan-2017 1-Feb-17 1-Mar-17 13.4 Particulars of dividend payment WABCO India BSE Sensex The board of directors had recommended a dividend of Rs.7/- per share for the year 2016-17, absorbing a sum WABCO India Vs NSE CNX Nifty performance of Rs. 1,327.73 lakhs (excluding dividend tax) and subject 6400 9000 to the approval of the shareholders at the ensuing annual 6200 8800 general meeting. This dividend will be paid on or before 6000 th 8600 28 September 2017. 5800 8400 5600 13.5 Listing on Stock Exchanges: 8200 5400 Name of the stock exchange Stock code 5200 8000 BSE Ltd. (BSE) 533023 5000 7800 Phiroze Jeejeebhoy Towers, Dalal Street, 4800 7600 Mumbai 400 001 4600 7400 National Stock Exchange of India Ltd. (NSE) WABCOINDIA 1-Apr-2016 1-May- 16 1-Jun-16 1-Jul-16 1-Aug-16 1-Sep-16 1-Oct-16 1-Nov-16 1-Dec-16 1-Jan-2017 1-Feb-17 1-Mar-17 Exchange Plaza, C-1, Block G, Bandra - Kurla Complex, Bandra (E), WABCO India NSE CNX Nifty Mumbai 400 051 Share Transfer Agents (STA) and share transfer system: ISIN allotted by depositories INE342J01019 a) With a view to rendering prompt and efficient service (Company ID Number) to the investors, Messrs Sundaram-Clayton Limited (Note: Annual listing fees for the year 2016-17 have been (SCL), which has been registered with SEBI as the duly paid to the above stock exchanges). Share Transfer Agent (STA) in Category II, has been 45


  • Page 48

    WABCO INDIA LIMITED appointed as the STA of the Company. The shareholders No. of % to have also been advised about this appointment of STA Particulars shares held total to handle share registry work pertaining to both physical and electronic segments of the Company. 2. Non - Institutions b) All matters connected with the share transfer, both a) Bodies Corporate 6,66,004 3.51 physical and electronic, dividends and other matters are b) Individuals <2 lakh 17,80,665 9.39 handled by the STA located at the address mentioned c) Individuals >2 lakh 1,14,280 0.60 elsewhere in this report. d) Directors& Relatives 50 – c) Shares lodged for transfer are within 15 days from the e) Foreign National – – date of lodgment, if the documents are clear in all f) NRI - Repartiable 29,628 0.16 respects. All requests for dematerialization of securities g) NRI - Non - Repartiable 22,948 0.12 are processed and the confirmations are given to the depositories within 15 days. Grievances received from Sub Total Non - Institutions 26,13,575 13.78 investors and other miscellaneous correspondences on Total (B) 47,41,900 25.00 change of address, mandates etc., are processed by the STA within 7 days. Grand Total (A) +(B) 1,89,67,584 100.00 d) Pursuant to Regulation 40(9) of the Listing Regulation, 13.9 Distribution of Shareholding as on 31st March 2017: certificates, on half-yearly basis, is issued by a Company Secretary in practice for due compliance of share Shareholding No. of % No. of % transfer formalities by the Company. (Range) Shares Members e) Pursuant to SEBI (Depositories and Participants) Up to 5,000 19,34,427 10.20 27,004 99.69 Regulations, 1996, certificates from a Company 5,001 - 10,000 2,80,384 1.48 38 0.14 Secretary in practice for timely dematerialization of the shares of the Company and for conducting a secretarial 10,001 - 20,000 1,84,882 0.97 12 0.05 audit on a quarterly basis for reconciliation of the share 20,001 - 50,000 6,54,035 3.45 20 0.07 capital of the Company is obtained. f) The Company, as required under Listing Regulation, 50,000 - 1,00,000 5,25,692 2.77 8 0.03 has designated the following e-mail IDs, namely 1,00,001 & above 1,53,88,164 81.13 6 0.02 investorscomplaintssta@scl.co.in (share transfer agent)/ gokul.mc@wabco-auto.com (compliance officer) for the Total 1,89,67,584 100.00 27,088 100.00 purpose of registering complaints, if any, by the investors and expeditious redressal of their grievances. 13.10 Dematerialization of shares and liquidity: g) The shareholders are, therefore, requested to correspond Out of 47,41,900 shares held by persons other than with the STA at the address mentioned elsewhere in promoters, 45,39,604 of shares have been dematerialised this report for any change of names and queries as on 31st March 2017 accounting for 95.73%. pertaining to the shareholding and dividends etc. 13.11 The Company has not issued any Global Depository 13.8 Shareholding pattern as on 31st March 2017: Receipt / American Depository Receipt / Warrant or any convertible instrument, which is likely to have impact on Particulars No. of % to the Company's equity. shares held total (a) Shareholding of Promoter and 13.12 Plant locations: Promoter Group Factories: I. Plot No. 3 (SP), III Main Road, (1) Indian - Bodies Corporate – – Ambattur Industrial Estate, (2) Foreign- Bodies Corporate 1,42,25,684 75 Chennai 600 058. Tel : 044 4224 2000 Total Shareholding of Promoter Fax : 044 4224 2009 and promoter Group (A) 1,42,25,684 75 II. Large Sector, Adityapur Industrial Area, (b) Public Shareholding Gamharia, Seraikella-Kharsawan District, 1. Institutions Jharkhand 832 108. (a) Mutual Funds 16,83,651 8.88 Tel : 0657 661 6800 (b) Banks, Financial Institutions, Fax : 0657 238 7997 Insurance Companies 22,958 0.12 III. Unit - 1 & Unit - 2 at: (Central, State Government Institutions, Non-Government Plot No. AA8, Central Avenue, Institutions) Auto Ancillary SEZ, Mahindra World City, (c) Foreign Institutional Investors 98,985 0.52 Natham Sub-Post, Chengalpet, (d) Any Other - Foreign Portfolio Kancheepuram District 603 002 Investor 3,22,731 1.70 Tamil Nadu Sub Total Institutions 21,28,325 11.22 Tel. : 044 3090 1200 46


  • Page 49

    WABCO INDIA LIMITED IV. Plot No.11, Sector 4, SIDCUL, possible loss/delay in postal transit. Shareholders, who have not IIIE Pantnagar, earlier availed this facility, are requested to register their ECS Udham Singh Nagar, details with the STA or their respective DPs. Uttarakhand - 263 153 Transfer of shares in physical mode: Tel. : 05944 250885 Shareholders should fill in complete and correct particulars in the V. KH 159-162, 164 Village Dhakauli securities transfer form, for expeditious transfer of shares. Wherever Nawabganj, Barabanki Dewa Road, applicable, registration number of power of attorney should also Somaiya Nagar, Barabanki be quoted in the transfer deed at the appropriate place. Lucknow, Uttar Pradesh 225 123 Shareholders, whose signatures have undergone any change over Tel. : 05248 230065 a period of time, are requested to lodge their new specimen VI. WABCO Technology Centre of India & signature duly attested by a bank manager to the STA. Global Business Centre: Shareholders are requested to note that as per SEBI circular no. "First Software Park", 3rd Floor, MRD/DoP/Cir -05/1009 dated 20th May 2009, it is mandatory for 110, Mount, Poonamallee Road, transferees to furnish a copy of Permanent Account Number (PAN) Porur, Chennai 600 116. for registration of transfer of shares to be held in physical mode. Tel : 044-6689 8000 In case of loss / misplacement of share certificates, Shareholders should immediately lodge a FIR / Complaint with the police and 13.13 Address for investors Correspondence: inform the Company / STA with original or certified copy of (i) For transfer / dematerialisation Sundaram-Clayton Limited FIR / acknowledged copy of complaint for marking stop transfer of shares, payment of dividend Share transfer department of shares. on shares and any other query “Jayalakshmi Estates” Consolidation of Multiple Folios: relating to the shares of the No. 29, Haddows Road, Company. Chennai 600 006. Shareholders, who have multiple folios in identical names are requested to apply for consolidation of such folios and send the (ii) for any query on non-receipt Tel : 044 2828 4959 relevant share certificates to the Company. of annual report; and 044 2827 2233 Fax : 044 2825 7121 Registration of Nominations: Nomination in respect of shares - Section 72 of the Companies (iii) for investors grievance & Email : Act, 2013 provides facility for making nominations by shareholders general correspondence kr.raman@scl.co.in in respect of their holding of shares. Such nomination greatly investorscomplaintssta@scl.co.in facilitates transmission of shares from the deceased shareholder info.india@wabco-auto.com to his / her nominee without having to go through the process gokul.mc@wabco-auto.com of obtaining succession certificate / probate of the Will etc. It would therefore be in the best interests of the shareholders 14. Non-mandatory disclosure holding shares in physical form registered as a sole holder to 14.1 Shareholder rights: make such nominations. Shareholders, who have not availed The half-yearly results of the Company are published in nomination facility, are requested to avail the same by submitting English and vernacular newspapers and are also displayed the nomination in Form SH-13 to the Company or STA. This on the Company's website, namely www.wabcoindia.com. form will be made available on request. Shareholders holding The results are not sent to the shareholders individually. shares in demat form are advised to contact their DP's for making nominations. 14.2 Audit Qualifications: The statutory financial statements of the Company are Updation of address: unqualified. Shareholders are requested to update their addresses registered with the Company, directly through the STA to receive all 15. Request to shareholders communications promptly. Shareholders, holding shares in Shareholders are requested to follow the general safeguards / electronic form are requested to deal only with their depository procedures as detailed hereunder in order to serve them efficiently participant (DP) in respect of change of address and furnishing and avoid risks while dealing in securities of the Company. bank account number, etc. Demat of Shares: SMS Alerts: Shareholders are requested to convert their physical holding to Shareholders are requested to note that National Securities demat/electronic form through any of the depository participants Depository Limited (NSDL) and Central Depository Services (DPs) to avoid any possibility of loss, mutilation etc. of physical (India) Limited (CDSL) have announced the launch of SMS alert share certificates and also to ensure safe and speedy transaction facility for demat account holders whereby shareholders will in securities. Registration of Electronic Clearing Service (ECS) receive alerts for debits / credits (transfers) to their demat Mandate: ECS helps in quick remittance of dividend without accounts a day after the transaction. These alerts will be sent 47


  • Page 50

    WABCO INDIA LIMITED to those account holders who have provided their mobile numbers and name and address of the bank for incorporating the same to their Depository participants (DPs). No charge will be levied in the warrants. This would avoid wrong credits being obtained by NSDL / CDSL on DPs providing this facility to shareholders. by unauthorized persons. Shareholders who have not encashed This facility will be available to investors who request for the their dividend warrants in respect of dividends declared for the same and provide their mobile numbers to the DPs. Further year ended 31st March, 2010 and for any financial year thereafter information is available on the website of NSDL and CDSL may contact the Company and surrender their warrants for namely www.nsdl.co.in and www.cdslindia.com, respectively. payment. Shareholders are requested to note that the dividend not claimed Timely encashment of dividends: for a period of seven years from the date they first became Shareholders are requested to encash their dividends promptly due for payment shall be transferred to "Investors Education and to avoid hassles of revalidation / losing their right of claim owing Protection Fund" (IEPF) terms of Section 125 of the Companies to transfer of unclaimed dividends beyond seven years to Investor Act, 2013. Shareholders are requested to note that as per the Education and Protection Fund. As required by SEBI, shareholders Companies Act, 2013, unclaimed dividends once transferred to are requested to furnish details of their bank account number IEPF will not be refunded. Web based applications - SEBI / NSE / BSE In line with the circular No. CIR/OIAE/2/2011 dated 3rd June 2011 from SEBI, the investors' complaints are now centrally monitored through web based complaints redressal system called SCORES. The Company processes the investor complaints through this system and updates status periodically. In line with the circular No. NSE/LIST/C/2011 dated 29th September 2011 from the National Stock Exchange of India Ltd. (NSE) the Company now uploads its quarterly shareholding pattern, corporate governance report, financial results, corporate announcements through a web based application designed for corporates by NSE called as NEAPS and BSE called as BSE filing centre. 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 2015-16 29.07.2016 29.08.2016 29.08.2023 Declaration pursuant to clause D of Schedule III and 34(3) of the SEBI (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 III and 34(3) of the SEBI (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 st Code of Business Conduct and Ethics of the Company as laid down by the board of directors for the year ended 31 March 2017. Chennai P KANIAPPAN M C GOKUL th 30 May, 2017. Managing Director Company Secretary 48

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