avatar Wabco Holdings Inc. Manufacturing

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    WABCO INDIA LIMITED 15th Annual Report 2019


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    Revenue Networth Return On Capital Employed 1,780 In Rs. Cr. In Rs. Cr. % 2,854 1,526 27.2 26.9 2,614 1,266 2,261 2,000 1,068 25.3 24.9 863 1,348 20.9 2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19 Profit After Tax 282 Earnings Per Share 149 Dividend Per Share 9 273 In Rs. Cr. In Rs. 144 In Rs. 8 213 7 113 203 107 6 5 121 64 2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19 41x Shareholder Value Creation Rs. Per Share 8284.55 27x 8x 196.85 18-Jun-09 18-Jun-10 18-Jun-11 18-Jun-12 18-Jun-13 18-Jun-14 18-Jun-15 18-Jun-16 18-Jun-17 31-Mar-19


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    WABCO INDIA LIMITED Board of Directors Listing of Shares with Large Sector, M LAKSHMINARAYAN National Stock Exchange of India Limited Adityapur Industrial Area, Gamharia, Chairman Seraikella-Kharsawan Dist. Mumbai Jharkhand 832 108 NARAYAN K SESHADRI BSE Limited, Mumbai Tel. : 0657 398 5700 DR LAKSHMI VENU Fax : 0657 238 7997 Share Transfer Agent LISA J BROWN Sundaram-Clayton Limited Unit - 1 & Unit - 2 SEAN DEASON "Jayalakshmi Estates", 1st Floor, Plot No. AA8, Central Avenue, 29 Haddows Road, Chennai - 600 006 Auto Ancillary SEZ, CHRISTIAN BRENNEKE Mahindra World City, Tel. : 044 - 2827 2233 PHILIPPE COLPRON 044 - 2828 4959 Natham Sub-Post, Chengalpet, Kancheepuram District 603 002 Managing Director Fax : 044 - 2825 7121 Tamil Nadu P KANIAPPAN E-mail : raman@scl.co.in Tel. : 044 3090 1200 investorscomplaintssta@scl.co.in Chief Financial Officer Plot No.11, Sector 4, SIDCUL, R S RAJAGOPAL SASTRY Bankers IIE Pantnagar, Rudrapur Udham Singh Nagar, Company Secretary Citibank N.A. Uttarakhand - 263 153 3rd Floor, 2 Club House Road, M C GOKUL Tel. : 05944 250885 Chennai 600 002 Audit Committee KH 159-162, 164 Village Dhakauli BNP Paribas NARAYAN K SESHADRI Nawabganj, Barkeni Dewa Road, Chairman Prince Towers, 3rd Floor, 25/26 College Road, Somaiya Nagar, Barabanki, M LAKSHMINARAYAN Chennai 600 006 Lucknow, Uttar Pradesh 225 123 SEAN DEASON State Bank of India Tel. : 05248 230065 Stakeholders Relationship Corporate Accounts Group Branch WABCO Technology Centre of India Committee 3rd Floor, Sigappi Achi Building & Global Business Services LISA J BROWN 18/3, Rukmanilakshmipathy Road Egmore, Chennai 600 008 "First Software Park", Chairperson Third and Second Floor, M LAKSHMINARAYAN 110, Mount Ponnamallee Road, Porur, P KANIAPPAN Auditors Chennai 600 116 Corporate Social Responsibility S.R. BATLIBOI & ASSOCIATES LLP Tel. : 044 6689 8000 Committee Chartered Accountants P KANIAPPAN Tidel Park, 6th Floor, Contents Page No. Chairman A - Block (Module 601, 701-702), 4, Rajiv Gandhi Salai, Notice to the Shareholders 4 M LAKSHMINARAYAN Chennai 600 113 LISA J BROWN Directors’ Report to the Shareholders 19 DR. LAKSHMI VENU Registered Office Plot No. 3 (SP), III Main Road, Management Discussion and Analysis Report 40 Nomination and Remuneration Committee Ambattur Industrial Estate, Business Responsibility Report 47 NARAYAN K SESHADRI Chennai 600 058 Chairman Tel. : 044 4224 2000 Report on Corporate Governance 55 M LAKSHMINARAYAN Fax : 044 4224 2009 LISA J BROWN Website : www.wabcoindia.com Auditors’ Certificate on Corporate Governance 66 SEAN DEASON Email: info.india@wabco-auto.com Auditors’ Report to Shareholders 68 Risk Management Committee CIN: L34103TN2004PLC054667 NARAYAN K SESHADRI Balance Sheet 78 Chairman Factories Statement of Profit & Loss 79 SEAN DEASON Plot No. 3 (SP), III Main Road, P KANIAPPAN Ambattur Industrial Estate, Cash Flow Statement 81 R S RAJAGOPAL SASTRY Chennai 600 058 M S RAVIKUMAR Tel. : 044 4224 2000 Notes to Financial Statements 83 V RAMANATHAN Fax : 044 4224 2009 1


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    WABCO INDIA LIMITED 2


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    WABCO INDIA LIMITED FINANCIAL HIGHLIGHTS Rupees in lakhs Year ended March 31st 2014-15 2015-16 2016-17 2017-18 2018-19 Profit and loss Account Revenue from Operations 134,796 199,954 226,057 261,385 285,414 Other income 2,030 4,012 3,615 4,653 7,247 Total income 136,826 203,966 229,672 266,038 292,661 Gross profit before interest, depn & tax 22,365 32,670 36,255 44,514 48,235 Depreciation 4,667 5,620 6,163 6,174 7,144 Profit before interest & tax 17,699 27,049 30,092 38,340 41,091 Interest 36 15 46 162 – Profit before taxation 17,663 27,034 30,045 38,178 41,091 Profit after taxation 12,066 20,337 21,348 27,283 28,217 Balance Sheet Net Fixed assets 34,137 37,254 37,960 41,134 45,926 Investments 3,920 21,835 29,814 44,565 31,343 Net current assets 49,407 46,594 55,809 61,762 92,973 Non-current assets other than Fixed assets 2,292 3,426 5,579 8,163 11,270 Total 89,756 109,110 129,161 155,623 181,512 Share capital 948 948 948 948 948 Reserves & surplus 85,356 105,830 125,694 151,640 177,049 Networth 86,304 106,778 126,643 152,589 177,998 Noncurrent liabilities 1,807 1,326 1,660 2,659 3,119 Deferred taxation (net) 1,645 1,006 859 376 396 Total 89,756 109,110 129,161 155,623 181,512 EPS (Rs) 63.6 107.2 112.6 143.8 148.8 DPS (Rs) 5.0 6.0 7.0 8.0 9.0 Book value per share (Rs) 455.0 562.9 667.7 804.5 938.4 Return on capital employed (ROCE)% 20.9 27.2 25.3 26.9 24.9 Return on networth (RONW)% 14.9 21.1 18.3 19.5 17.1 Fixed assets turnover (no. of times) 4.1 5.5 6.1 6.5 6.4 Working capital turnover (no.of times) 3.0 4.4 4.4 4.5 3.7 Gross profit as % of sales (EBITDA) 16.6 16.3 16.0 17.0 16.9 Gross profit as % of total income 16.3 16.0 15.8 16.7 16.5 Net profit as % of total income 8.8 10.0 9.3 10.3 9.6 Debtors turnover ratio 5.1 5.4 4.7 4.5 4.5 Inventory turnover ratio 6.9 7.5 7.7 11.5 12.9 Current ratio 3.6 2.6 2.9 2.7 3.4 a) Figures for 2015-16, 2016-17 and 2017-18 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. b) ROCE is profit before interest and taxation divided by average networth plus loan funds. c) Fixed assets turnover is sales divided by average net fixed assets as at the end of the year. d) Working capital turnover is sales divided by average net current assets as at the end of the year. e) DPS is dividend declared for the year. f) RONW is profit after tax divided by average networth. While the return in absolute terms has increased for the year, the RONW % has decreased as the rate of increase in average networth was more than the rate of increase in returns. The rate of return was weighed down by higher effective tax rate due of completion of tax holiday status at one of the plants and unfavorable change in the sales mix. 3


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    WABCO INDIA LIMITED Notice to the Members appointed as the statutory auditors of the Company NOTICE is hereby given that the Fifteenth Annual General to hold office for the term of five years from the Meeting of the Company will be held at "The Narada Gana conclusion of the fifteenth Annual General Meeting Sabha" (Sathguru Gnananandha Hall), No. 314, T.T.K. until the conclusion of the twentieth Annual General Road, Alwarpet, Chennai 600018 on Wednesday, the 14th Meeting, in the place of M/s. S R Batliboi & Associates day of August 2019 at 09.30 A.M to transact the following LLP, Chartered Accountants, the present Auditors who business: hold such office upto the conclusion of the fifteenth annual general meeting. 1. To consider and to give your assent or dissent to the following ordinary resolution: RESOLVED FURTHER THAT the board of directors of the Company be and is hereby authorised to fix RESOLVED THAT the audited financial statement of their remuneration and reimburse their travelling and the company for the financial year ended 31st March out of pocket expenses. 2019 consisting of the balance sheet as at 31st March, 2019, the statement of profit and loss, the cash flow 5. To consider and, if thought fit, to pass with or statement and statement of changes in equity for the without modification, the following resolution as year ended on that date and the explanatory notes a special resolution: annexed to or forming part thereof together with the RESOLVED THAT the re-appointment of reports of the Board of Directors and Auditors' thereon, Mr M Lakshminarayan (DIN 00064750), as a Non- be and are hereby adopted. Executive and Independent Director for another term 2. To consider and to give your assent or dissent of five consecutive years from 1st April, 2019 to 31st to the following ordinary resolution: March, 2024, pursuant to the provisions of Sections 149, 150, 152, 160 and any other applicable provisions RESOLVED THAT in terms of Section 123 and other of the Companies Act, 2013 and the rules made applicable provisions of the Companies Act, 2013 and thereunder (including any statutory modification(s) or the rules made thereunder, and pursuant to the re-enactment thereof for the time being in force) read recommendation of the Board of Directors of the with Schedule IV to the Companies Act, 2013, on such Company, a dividend of $ 9/- (Rupees Nine only) per remuneration including sitting fees and profit-related share on 1,89,67,584 equity shares of $ 5/- (Rupees Five only) each fully paid up, which make up the entire commission as may be decided by the Board of paid-up equity capital of the Company, absorbing a Directors from time to time, be and is hereby approved. sum of $ 1,707.08/- lakhs (excluding dividend 6. To consider and, if thought fit, to pass with or distribution tax) be and is hereby declared for the year without modification, the following resolution as ended 31st March, 2019 and the same be paid to the a special resolution: shareholders whose names appear in the register of members / record of the depositories of the Company RESOLVED THAT the re-appointment of Mr Narayan as at the close of 7th August 2019. K Seshadri (DIN 00053563), as a Non-Executive and Independent Director for another term of one year from 3. To consider and to give your assent or dissent 1st April, 2019 to 31st March, 2020, pursuant to the to the following ordinary resolution: provisions of Sections 149, 150, 152, 160 and any RESOLVED THAT Sean Ernest Deason (DIN: other applicable provisions of the Companies Act, 07334776), director liable to retire by rotation at this 2013 and the rules made thereunder (including any meeting, being eligible and willing, be and is hereby statutory modification(s) or re-enactment thereof for the re-appointed as a Director of the Company liable to time being in force) read with Schedule IV to the retire by rotation. Companies Act, 2013, on such remuneration including sitting fees and profit-related commission as may be 4. To consider and to give your assent or dissent decided by the Board of Directors from time to time, to the following ordinary resolution: be and is hereby approved. RESOLVED THAT Messrs B S R & Co. LLP, Chartered 7. To consider and to give your assent or dissent Accountants, 5th Floor, Lodha Exelus, Apollo Mills to the following ordinary resolution: Compound, N.M. Joshi Marg, Mahalakshmi, Mumbai - 400011 holding Firm Registration No RESOLVED THAT Dr. Christian Brenneke (DIN: 101248W / W-100022 allotted by the Institute of 08344547) be and is hereby appointed as a Non- Chartered Accountants of India, be and are hereby Executive Director, liable to retire by rotation. 4


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    WABCO INDIA LIMITED 8. To consider and to give your assent or dissent Provision of telephone at residence including to the following ordinary resolution: payment of local calls and long distance calls RESOLVED THAT Mr. Philippe Colpron shall not be included in the computation of (DIN:08344534) be and is hereby appointed as a Non- perquisites for the purpose of calculation of the Executive Director, liable to retire by rotation. said ceiling. Personal long distance calls on telephone for private purposes shall be recovered 9. To consider and to give your assent or dissent by the Company. Provision of a car for use on to the following ordinary resolution: Company's business. RESOLVED THAT pursuant to section 197 read with (3) Stock option: Schedule V and any other applicable provisions of the Companies Act, 2013 and rules made thereunder Participation in stock option schemes of M/s. including any statutory modification or re-enactment WABCO Holdings Inc.,the ultimate holding thereof and applicable clauses of the Articles of company. This shall not be included for Association of the Company Mr. P Kaniappan (DIN computation of limits of perquisites and allowances. 02696192), be and is hereby re-appointed as Managing (4) Contribution to statutory funds: Director for a period of five years from 17th June 2019, Company's contribution to provident fund which not subject to retirement by rotation, on the terms and shall not exceed 12% of the salary or such other conditions as to his appointment and remuneration, higher Rate as may be notified by the Central contained in the agreement dated 14th June 2019 Government from time to time and as per the entered between him and the Company, with powers to the board of directors of the Company to determine rules of the Company. Company's contribution to quantum of individual items of his remuneration, payable provident and gratuity funds, shall not be included at such intervals, within the overall limits, for each for computation of limits of perquisites and financial year so as not to exceed the prescribed limit allowances as aforesaid. on the net profits of the Company, calculated in (5) Pension benefits: accordance with the provisions of Sections 198 read Entitled to pension, if any, payable after retirement, with Schedule V of the Act and as per Article as per the rules of the Company. Regulation140(1) of the Articles of Association of the Company. RESOLVED FURTHER THAT the scope and quantum of remuneration specified hereinabove, may be altered RESOLVED FURTHER THAT the remuneration within the aforesaid limits, as mentioned below, proposed to or varied by the board of directors, in the light of and be paid to Mr P Kaniappan as Managing Director in conformity with any amendments to the relevant under the Act, for a period of five years from 17th provisions of the Companies Act, 2013 / Income-tax June 2019, be and is hereby approved, subject to the Act, 1961 and / or the rules and regulations made condition that the board of directors, from time to time, thereunder and / or such guidelines, as may be may determine the quantum of individual items of his announced by the Central Government, from time to remuneration for each financial year not exceeding the time. maximum limits specified in each category as follows: RESOLVED FURTHER THAT in the event of any loss, (1) Salary and commission on profits or performance absence or inadequacy of profits in any financial year, linked incentive or bonus: during the term of office of Mr P Kaniappan, the Subject to a ceiling of INR 750 lakhs (Rupees remuneration payable to him by way of salary, Seven hundred and fifty lakhs only) per annum. allowances, commission, perquisites and other benefits, shall not without the approval of the Central Government (2) Perquisites and allowances: (if required) exceed the limits prescribed under Perquisites like unfurnished accommodation / ScheduleV and other applicable provisions of the house rent allowance, conveyance allowance, Companies Act, 2013 including any amendment, leave travel assistance for self and family, club modification, variation or re-enactment thereof. fees, earned leave, medical / personal accident insurance premium and other benefits or amenities, RESOLVED FURTHER THAT Mr P Kaniappan, in aggregate restricted to a sum not exceeding Managing Director shall have the powers and duties INR 100 lakhs (Rupees One hundred lakhs only) as set out in the agreement entered into between per annum; and him and the Company. 5


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    WABCO INDIA LIMITED 10. To consider and to give your assent or dissent financial year ended 31st March 2019, and the related to pass the following ordinary resolution: party transactions proposed to be entered into with WABCO Europe BVBA during the financial year ending RESOLVED THAT pursuant to the provisions of Section 31st March 2020 as shown in the explanatory statement 148 of the Companies Act, 2013 and the Companies which transactions individually or taken together with (Audit and Auditors) Rules, 2014, the remuneration of previous transactions during the financial year, may $ 4,00,000/- (Rupees Four Lakhs only) plus applicable exceed ten per cent of the annual turnover of the taxes and out of pocket expenses at actuals, payable Company as per its last audited financial statement. to M/s A N Raman & Associates, Cost Accountants, having firm registration number 102111, appointed by the Board of Directors as Cost Auditor to audit the By order of the board cost records of the Company for the financial year ending on 31st March 2020, be and is hereby ratified. Chennai M C GOKUL 11. To consider and, if thought fit, to pass with or 25th May 2019 Company Secretary without modification, the following resolution as Registered Office: an ordinary resolution: CIN:L34103TN2004PLC054667 RESOLVED THAT approval of the Company be and WABCO India Limited is hereby accorded in terms of Section 197 and other Plot No.3, (SP), III Main Road, applicable provisions of the Companies Act 2013 (the Ambattur Industrial Estate, Act) read with the rules made thereunder and the Chennai - 600 058 Articles of Association of the Company to pay remuneration to the Non-Executive Independent Directors of the Company by way of profit-related Notes: commission not exceeding one percent of the net 1. A member entitled to attend and vote at the meeting profits of the company, computed in the manner referred is entitled to appoint a proxy to attend and vote to in Section 198 of the Act, in the aggregate for a instead of himself / herself and the proxy so period of five (5) years from 1st April 2019 to 31st appointed need not be a member of the Company. March 2024. The instrument appointing the proxy and the power RESOLVED FURTHER THAT in terms of Section of attorney or other authority, if any, under which it 197(2) of the Act the remuneration by way of profit is signed or a notarized certified copy of that power related commission referred to above shall be exclusive of attorney shall be deposited at the registered office of any fees payable to the directors under Section of the Company not later than 48 hours before the 197(5) of the Act and re-imbursement of expenses for time fixed for holding the meeting. participation in Board and other meetings. A person can act as proxy on behalf of members not RESOLVED FURTHER THAT the Board of Directors exceeding fifty (50) and holding in the aggregate not be and is hereby authorised to determine the basis more than ten percent of the total share capital of the and the proportion in which the profit-related commission Company. However, a single person may act as a may be apportioned among the Non-Executive Proxy for a member holding more than ten percent Independent Directors and do all such acts, deeds, of the total voting share capital of the Company provided matters and things as may be considered necessary that such person shall not act as a Proxy for any other from time to time to give effect to this resolution. person. 12. To consider and to give your assent or dissent to the following ordinary resolution: 2. The Statement pursuant to Section 102 of the Companies Act, 2013, with respect to the special RESOLVED THAT in terms of Regulation 23(4) of the businesses to be transacted at the meeting is annexed Securities Exchange Board of India (Listing Obligations hereto. and Disclosure Requirement) Regulations, 2015, approval be and is hereby accorded to the related 3. 7th August 2019, wednesday would be the record date party transactions entered into by the company with for determining the entitlement of the shareholders to WABCO Europe BVBA, a related party, during the the dividend for the year 2018-19. 6


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    WABCO INDIA LIMITED 4. Dividend of $ 9/- per share has been recommended immediately to the Company or the Share Transfer by the Board of Directors for the year ended 31st Agent and to claim the dividends. March 2019 and subject to the approval of the 7. Section 124 (6) was notified on 5th September 2016 shareholders at the ensuing Annual General Meeting, along with the relevant rules therein on 5th September is proposed to be paid on or before 21st August 2016 which mandates that all shares in respect of 2019. 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 years by informed that bank particulars registered against shall be transferred by the Company to the Investor their respective depository accounts will be used by Education & Protection fund in the manner prescribed. the Company for payment of dividend. The Company In this regard the Company had sent reminders to or its Registrars cannot act on any request received these shareholders as prescribed in the rules. directly from the Members holding shares in electronic Subsequently, eligible shares were transferred to the form for any change of bank particulars or bank IEPF suspense account as per the Investor Education mandates. Such changes are to be advised only to and Protection Fund Authority (Accounting, Audit, the Depository Participant of the Members. Members Transfer and Refund) Amendment Rules, 2016 issued holding shares in physical form and desirous of either on 13th October 2017. registering bank particulars or changing bank particulars Shareholders can claim from IEPF Authority both already registered against their respective folios for unclaimed dividend amount and the shares transferred payment of dividend are requested to write to the to IEPF suspense account through filing the e-form Company or their Share Transfer Agent. IEPF 5 and submitting the same along with relevant 6. Under Section 124 read with Section 125 of the documents to the Company. Required instructions in Companies Act, 2013, (including any statutory this regard for claiming the shares are available on modification(s) or re-enactment thereof for the time the website http://www.iepf.gov.in. being in force) the amount of dividend remaining 8. Shareholders are requested to note that as per SEBI unpaid or unclaimed for a period of seven years from has mandated that from 1st April 2019, the company the due date is required to be transferred to the cannot process any request for transfer of shares Investor Education and Protection Fund (IEPF), received in physical mode. Adequate communications constituted by the Central Government. The particulars in this regard have already been sent to all shareholders of due dates for transfer of such unclaimed dividends holding shares in physical mode. Hence it is requested to IEPF are furnished in the report on Corporate that all shareholders holding shares in physical mode Governance forming part of the annual report. shall demat the shares to avoid any issues in future. The Ministry of Corporate Affairs (MCA) on 10th May, 9. To prevent fraudulent transactions, members are 2012 notified the IEPF (Uploading of information advised to exercise due diligence and notify the regarding unpaid and unclaimed amounts lying with Company of any change in address or demise of any companies) Rules, 2012 (IEPF Rules), which is member as soon as possible. Members are also applicable to the Company. The objective of the IEPF advised not to leave their demat account(s) dormant Rules is to help the shareholders ascertain status of for long. Periodic statement of holdings should be the unclaimed amounts and overcome the problems obtained from the concerned Depository Participant due to misplacement of intimation thereof by post etc. and holdings should be verified. In terms of the said IEPF Rules, the Company has 10. As a measure of economy, copies of the Annual uploaded the information in respect of the Unclaimed Report will not be distributed at the venue of AGM. Dividends for the financial years from 2010-11, as on Members are, therefore, requested to bring their copies the date of the 14th Annual General Meeting (AGM) of the Annual Report to the meeting. held on 27th July 2018 on the website of IEPF viz., 11. Members are requested to affix their signatures at the www.Iepf.gov.in and under "investor section" on the space provided on the attendance slip annexed to website of the Company viz., www.wabcoindia.com. Proxy Form and hand over the Slip at the entrance A separate reminder was also sent to those members of the meeting hall. Corporate members are requested having unclaimed dividends since 2011-12. Members to send a duly certified copy of the board who have not encashed their dividend warrants are resolution / Power of attorney authorizing their advised to surrender the unencashed warrants representatives to attend and vote at the AGM. 7


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    WABCO INDIA LIMITED 12. The Securities and Exchange Board of India (SEBI) 17. Voting through electronic means has mandated the submission of Permanent Account I. In compliance with provisions of Section 108 and Number (PAN) by every participant in securities market. other applicable provisions of the Companies Act, Members holding shares in electronic form are, 2013 and Rule 20 of the Companies (Management therefore, requested to submit the PAN to their and Administration) Rules, 2014 as amended by Depository Participants with whom they are maintaining the Companies (Management and Administration) their demat accounts. Members holding shares in amendment Rules, 2015 and Regulation 44 of the physical form can submit their PAN details to the SEBI (Listing Obligations and Disclosure Company. Requirements) Regulations, 2015, the Company 13. Details under the SEBI (Listing Obligations and is pleased to provide members, facility to exercise Disclosure Requirement) Regulations, 2015 with respect their right to vote at the 15th Annual General to the Directors seeking appointment at the Annual Meeting (AGM) by electronic means and the General Meeting, forms integral part of the notice. The business may be transacted through e-Voting Directors have furnished the requisite consent and Services provided by National Securities Depository declarations for their appointment. Limited (NSDL): The instructions for e-Voting are 14. Electronic copy of the Annual Report for the financial as under: year ended 31st March 2019 is being sent to all the II. Remote e-Voting means the facility of casting members whose email IDs are registered with the votes by a member using an electronic voting Company / Depository Participant(s) for communication system from a place other than venue of general purposes unless any member has requested for a hard meeting; copy of the same. For members who have not registered III. The members holding shares as on the "cut-off their email address, physical copies of the Annual date" viz., 7th August 2019 are eligible for voting Report are being sent in the permitted mode. either through electronic voting system or ballot. 15. Electronic copy of the Notice of the 15th Annual IV. The instructions for remote e-Voting by General Meeting of the Company inter alia indicating shareholders are as under: the process and manner of e-Voting along with Attendance Slip and Proxy Form is being sent to all A. In case a Member receives an email from the members whose email IDs are registered with the NSDL [for members whose email IDs are Company / Depository Participant(s) for communication registered with the Company / Depository purposes unless any member has requested for a hard Participant(s)]: copy of the same. For members who have not registered i. Open email and open PDF file viz; their email address, physical copies of the Notice of "wabcoindia e-Voting.pdf" with your Client ID the 15th Annual General Meeting of the Company inter or Folio No. as password. The said PDF file alia indicating the process and manner of e-Voting contains your user ID and Password / PIN along-with Attendance Slip and Proxy Form is being for e-Voting. Please note that the password sent in the permitted mode. is an initial password. You will not receive 16. Members may also note that the Notice of the 15th the pdf file if you are already registered with Annual General Meeting and the Annual Report for NSDL for e-Voting. the year 2018-19 will also be available on the ii. Launch internet browser by typing the Company's website: www.wabcoindia.com for following URL: https://www.evoting.nsdl.com. download. Physical copies of the aforesaid documents iii. Click on Shareholder - Login. will also be available at the Company's Registered Office in Chennai for inspection during normal business iv. Put user ID and password as initial Password hours on working days. Even after registering for / PIN noted in step (i) above. Click Login. e-communication, members are entitled to receive such v. If you are logging in for the first time, please communication in physical form, upon making a request enter the user ID and Password provided in for the same, by post, free of cost. For any the attached pdf file as initial PASSWORD communication, the shareholders may also send / PIN noted in step (i) above. Click Login. requests to the Company's investor email ID: vi. Password change menu appears. Change investorcomplaintssta@scl.co.in / raman@scl.co.in / the password / PIN with new password of info.india@wabco-auto.com. your choice with minimum 8 digits / characters 8


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    WABCO INDIA LIMITED or combination thereof. It is strongly which may be used for sending future recommended not to share your password communication(s). with any other person and take utmost care VIII. The Remote e-Voting period commences on to keep your password confidential. 11th August 2019 (9:00 am) and ends on vii. Home page of e-Voting opens. Click on e- 13th August 2019 (5:00 pm) (three days). During Voting: Active Voting Cycles. this period shareholders' of the Company, holding viii. Select "EVEN" of WABCO India Limited. shares either in physical form or in dematerialized ix. Now you are ready for remote e-Voting as form, as on the cut-off date of 7th August 2019, Cast Vote page opens. may cast their vote electronically. The remote e-Voting module shall be disabled by NSDL for x. Cast your vote by selecting appropriate option voting thereafter. Once the vote is cast by the and click on "Submit" and also "Confirm" shareholder, the shareholder shall not be allowed when prompted. to change it subsequently. xi. Upon confirmation, the message "Vote cast successfully" will be displayed. IX. The voting rights of shareholders shall be in proportion to their shares of the paid up equity xii. Once you have voted on the resolution, you share capital of the Company as on the cut-off will not be allowed to modify your vote. date of 7th August 2019. xiii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to X. Any person, who acquires shares of the Company send scanned copy (PDF / JPG Format) of and becomes member of the Company after the relevant Board Resolution / Authority dispatch of the notice and holding shares as of letter etc. together with attested specimen the cut-off date i.e. 7th August 2019 may obtain signature of the duly authorized signatory(ies) the login ID and password by sending an email who are authorized to vote, to the Scrutinizer to evoting@nsdl.co.in by mentioning his Folio through e-mail to skco.cs@gmail.com with a No. / DP ID and Client ID No. copy marked to evoting@nsdl.co.in. XI. A member may participate in the meeting even B. In case a Member receives physical copy after exercising his right to vote through remote of the Notice of AGM [for members whose e-Voting but shall not be allowed to vote again email IDs are not registered with the Company at the meeting. / Depository Participant(s) or requesting XII. Mr K Sriram (Membership No. F 6312 CP physical copy]: No.2215), Practising Company Secretary, Chennai i. Initial password is provided as below / at the has been appointed as the Scrutinizer to scrutinize bottom of the Attendance Slip for the AGM: the e-Voting process in a fair and transparent EVEN (Remote e-Voting Event Number) manner. USER ID PASSWORD / PIN XIII. The Scrutinizer shall immediately after the ii. Please follow all steps from Sl. No. (ii) to conclusion of the voting at the Annual General Sl. No. (xiii) above, to cast vote. Meeting, first count the votes cast at the meeting, V. Voting at AGM: The members who have not cast thereafter unblock the votes cast through remote their vote by Remote e-Voting can exercise their e-Voting in the presence of at least two (2) voting rights at the AGM. The Company will make witnesses not in the employment of the company arrangements for ballot papers in this regard at and make, not later than 48 hours of the conclusion the AGM Venue. of the meeting, a consolidated scrutinizer's Report of the total votes cast in favor or against, if any, VI. In case of any queries, you may refer the to the Chairman or a person authorized by him Frequently Asked Questions (FAQs) for in writing who shall countersign the same. Shareholders and e-Voting user manual for Shareholders available at the Downloads section XIV. The Chairman or a person authorized by him in of www.evoting.nsdl.com or contact NSDL at the writing shall declare the results forthwith. following Telephone No.022-24994600. XV. The results declared along with the Scrutinizer's VII. You can also update your mobile number and Report shall be placed on the Company's website e-mail ID in the user profile details of the folio www.wabcoindia.com immediately after the result 9


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    WABCO INDIA LIMITED is declared and simultaneously communicated to meetings held during his tenure from 9th November 2015 the stock exchanges where the shares of the till 25th May 2019 is given below: Company are listed. Meetings Held Meetings attended 18. All documents referred to in the accompanying Notice Board Meetings 18 15 and the Explanatory Statement shall be open for Audit Committee Meetings 16 14 inspection at the Registered Office of the Company from 2 P.M. to 4 P.M. on all working days and including Nomination & Remuneration the date of the Annual General Meeting of the Company. Committee Meetings 1 1 From (29th January 2019) 19. In terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, Annual General Meetings 3 3 2015, a brief profile of director, who is proposed to He is not a director on any Board nor a Member of any be re-appointed in this AGM, nature of his expertise committee of any other listed Company. He is a Director in specific functional areas, his / her other directorships in WABCO Foundation Brakes Private Limited. Mr. Sean and committee memberships in listed entities, his / her Deason is interested in the resolution set out as item shareholding and relationship with other directors of No.3 of the notice since it relates to his own appointment the Company are given below: as Director. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned Item No.3 or interested, financially or otherwise, in the resolution Mr. Sean Deason is currently the Chief financial Officer set out at item No.3. This statement may also be regarded of the WABCO Group. He has served as a Vice President, as a disclosure under regulation 36(3) of the SEBI Controller and Assistant secretary of WABCO Holdings (Listing Obligations and Disclosure Requirement) Inc. since June 2015, holds Masters in International Regulations, 2015. Management from the Thunderbird School of Global Management, BA from the Hillsdale College and has Mr. Sean Deason is liable to retire by rotation at the more than 17 years of experience in the field of financial 15th annual general meeting being eligible and willing planning & analysis. Before joining WABCO, he has has offered himself for reappointment. worked with Evraz N.A., Lear Corporation & 3Com Corporation. He is a proven leader within varied industries, Item No.4 cultures, and businesses; has lived / worked in China, M/s. S R Batliboi & Associates LLP, Chartered France, Germany and U.S; brings experiences in multi Accountants were appointed as Statutory Auditors of the various fields like shared services, corporate treasury, Company by the shareholders for a term of five years implementing SOX practices etc., handling financial, from the 10th Annual General Meeting upto the conclusion accounting and strategy functions. He has most recently, of the 15th Annual General Meeting in terms of Section led the finance function in all preparations for an IPO; 139 of the Companies Act, 2013. M/s. S R Batliboi & successfully completed the SEC filing of an F1 managing Associates LLP would retire at the conclusion of the all modifications and SEC comments in a 6 month forthcoming 15th Annual General Meeting and they do timeframe; prepared and participated in initial road shows not seek reappointment. with equity analysts. In view of the mandatory requirement, the Board of He was appointed as Non-executive Additional Director Directors have recommended M/s B S R & Co. LLP, by the Board at their meeting held on 9th November 2015 Chartered Accountants, 5th Floor, Lodha Exelus, Apollo and was appointed as a Non-executive Director at the Mills Compound, N.M. Joshi Marg, Mahalakshmi, Mumbai Annual General Meeting held on 29th July 2016. He is - 400011 holding Firm Registration No 101248W / W- the member of the Audit Committee, Nomination and 100022 as Statutory Auditors of the Company at the Remuneration Committee and the Risk Management Board Meeting held on 25th May 2019, for a period of Committee of the Company. The attendance details of the 5 (five) consecutive years from conclusion of 15th annual 10


  • Page 13

    WABCO INDIA LIMITED general meeting upto the conclusion of the 20th Annual (Audit and Auditors) Rules, 2014. They have confirmed General Meeting, subject to approval of the shareholders that they hold a valid peer review certificate from the at the ensuing Annual General Meeting. Institute of Chartered Accountants of India (ICAI), New Delhi. M/s B S R & Co. LLP, Chartered Accountants, have consented to the said appointment and confirmed that By order of the board their appointment, if made, would be within the limits Chennai M C GOKUL specified under Section 141(3) of the Companies Act, 25th May 2019 Company Secretary 2013. They have further confirmed that they are not Registered office: disqualified to be appointed as Statutory Auditor in terms CIN: L34103TN2004PLC054667 of Section 139(1), 141(2) and 141(3) of the Companies Plot No 3 (SP), III Main Road Act, 2013 and also as per the provisions of the Companies Ambattur Industrial Estate, Chennai 600 058. 11


  • Page 14

    WABCO INDIA LIMITED Statement pursuant to Section 102 of the Companies Act, 2013 Item No. 5 tenure from 1st April 2014 till 25th May 2019 is given Mr. M Lakshminarayan is a Non-executive Independent below: Director in terms of Regulation 25 of Securities Exchange Meetings Held Meetings attended Board of India (Listing Obligations & Disclosure Board Meetings 24 23 Requirements) Regulations 2015. Audit Committee Meetings 15 15 Mr. M Lakshminarayan (71) holds Master's Degree in (from 20.11.2016) Technology from the Indian Institute of Technology, Nomination & Remuneration Mumbai. He has several years of experience in 14 14 Committee Meetings distinguished companies such as Tata Motors and Bosch CSR Committee Meetings 9 9 Ltd (formerly MICO). After working in Tata Motors for 16 Years in the Pune plant, Mr. Lakshminarayan moved Stakeholder Relationship to Bosch Ltd (MICO). He has served in various capacities Committee Meetings 1 1 before joining the Board as Joint Managing Director in (from 29.01.2019) 2000. He has served as a Managing Director and Annual General Meeting 5 5 subsequently as Chairman of Harman International India Private Limited, a 100% subsidiary of the Audio giant Details of his other directorship and membership / Harman. He has been on the Boards of Kirloskar Industries chairmanship of committees are given below: Ltd, Carborundum Universal Ltd., & Pricol Ltd. He serves Name of Committees Position as a Director in Rane (Madras) Ltd., TVS Electronics the Company Ltd., & Kirloskar Oil Engines Ltd., Wendt (India) Ltd., 1 TVS Automobile Audit Committee Chairman among other Companies. He has served as Chairman Solutions Private of Southern Region at Confederation of Indian Industry Nomination & Remuneration Committee Member Limited and has been an Executive Council Member of the Indian 2 Kirloskar Oil Nomination & Remuneration Committee Chairman Machine Tool Manufacturer's Association. Engines Limited Risk Management Committee Chairman He was appointed by the Board and the shareholders 3 Rane (Madras) Audit Committee Chairman as an Independent Director and Chairman on 25th October Limited Nomination & Remuneration Committee Chairman 2010. Subsequently, he was reappointed as Independent Director for a term of five consecutive years by the 4 TVS Electronics Audit Committee Member shareholders from 1st April 2014 upto 31st March 2019 Limited Nomination & Remuneration Committee Member as per the provisions of the Companies Act, 2013. As Corporate Social Responsibility Committee Chairman per SEBI listing regulations & the provisions of Companies 5 Wendt (India) Audit Committee Member Act, 2013 Mr. M Lakshminarayan being eligible and Limited Nomination & Remuneration Committee Member offering himself for reappointment is proposed to be 6 ASM Technologies Audit Committee Member reappointed as a non-executive Independent Director of Limited Nomination & Remuneration Committee Member the Company for a term of five consecutive years from 7 Sansera Engineering Limited 1st April, 2019 to 31st March, 2024 8 Dickinson Fowler Private Limited Mr. M Lakshminarayan is currently 71 years of age. 9 Janaadhar (India) Private Limited During his proposed term he would cross 75 years of age. In terms of schedule IV of the Act, appointment 10 Invest Karnataka Forum as an Independent Director for another term and as per 11 Kostal India Private Limited SEBI regulations appointment of a Director beyond 75 years of age requires approval of the shareholders through Mr M Lakshminarayan has given a declaration dated 29th special resolution. January, 2019 & 1st April 2019 confirming that he satisfies the criteria of independence as required under the Section Mr. M Lakshminarayan is holding 100 shares in WABCO 149 (6) of the Companies Act, 2013 and applicable SEBI India Limited along with his relatives. He is a member Regulations and that he is not disqualified to be appointed of the Nomination & Remuneration Committee, the Audit as a Director. The Board of Directors, at its meeting held Committee the Corporate Social Responsibility Committee on 29th January 2019, opined that, Mr. M Lakshminarayan and the Stakeholder Relationship Committee of the Board. fulfils the conditions specified in the Companies Act, The attendance details of the meetings held during his 2013 SEBI Regulations and rules made thereunder for 12


  • Page 15

    WABCO INDIA LIMITED his appointment as an Independent Director of the He was appointed by the Board and the shareholders as Company and he is independent of the management. an Independent Director with effect from 11th June 2008. Copy of the draft letter for appointment of Subsequently, he was reappointed as an Independent Mr M Lakshminarayan as an Independent Director would Director for a term of five consecutive years by the be available for inspection without any fee by the members shareholders from 1st April 2014 upto 31st March 2019 as between 11.00 a.m. and 2.00 p.m. on any working day per the provisions of the Companies Act, 2013. As per of the company at the company's Registered Office SEBI listing regulations & the provisions of Companies Act, during normal business hours on any working day, 2013 Mr. Narayan K Seshadri being eligible and offering excluding Saturday, upto and including the date of the himself for reappointment is proposed to be reappointed Annual General Meeting. as a non-executive Independent Director of the Company Based on the recommendation of the nomination and for another term of one year from 1st April, 2019 to remuneration committee, the Board has approved 31st March, 2020. appointment of Mr. M Lakshminarayan as a Non-Executive Mr. Narayan K Seshadri is not holding any shares in the and Independent Director for a term of five consecutive Company. He is currently the Chairman of the Audit years from 1st April, 2019 to 31st March, 2024, subject Committee and the Nomination & Remuneration Committee. to the approval of the shareholders through a special He was also appointed as the Chairman of the Risk resolution. The Board considers that his association and Management Committee with effect from 29th January experience would be of immense benefit to the Company 2019. The attendance details of the meetings held during and it is desirable to continue the services of his tenure from 1st April 2014 till 25th May 2019 is given Mr. M Lakshminarayan as an independent director and below: accordingly, the Board recommends the special resolution set out as Item No.5 of the notice in relation to his Meetings Held Meetings attended appointment as an independent director, for the approval Board Meetings 24 23 by the shareholders of the Company. The Company has Audit Committee Meetings 22 22 received a notice under Section 160 of the Companies Nomination & Remuneration Act, 2013 in writing from a member proposing his Committee Meetings 14 13 candidature for the office of director. Annual General Meeting 5 5 Except Mr. M Lakshminarayan, being an appointee, none of the Directors and Key Managerial Personnel of the Details of his other directorship and membership / Company and their relatives is concerned or interested, chairmanship of committees are given below: financially or otherwise, in the resolution set out at item Name of No.5. This statement may also be regarded as a disclosure Directorship / Committees Position under regulation 36(3) of the SEBI (Listing Obligations the Company and Disclosure Requirement) Regulations, 2015. 1 Magma Fincorp Audit Committee Chairman Limited (Chairman) Nomination & Remuneration Committee Member Item No.6 Risk Management Committee Member Mr. Narayan K Seshadri is a non-executive Independent 2 PI Industries Audit Committee Chairman Director in terms of Regulation 25 of Securities Exchange Limited (Chairman) Nomination & Remuneration Committee Member Board of India (Listing Obligations & Disclosure 3 SBI Capital Audit Committee Chairman Requirements) Regulations 2015. markets Limited Risk Management Committee Chairman Mr Narayan K Seshadri (61) is a graduate in Science from Nomination & Remuneration Committee Chairman the University of Bangalore and a Chartered Accountant Corporate Social Responsibility Committee Chairman with vast professional experience. He was the founder 4 Kalpataru Power Risk Management Committee Chairman Chairman and CEO of Halcyon Group, an Investment Transmission Advisory and Management Services organization. Halcyon Limited Audit Committee Member Group runs a USD 300 million Special Situations Fund 5 Astra Zeneca Nomination and Remuneration Committee Member investing in distressed companies and latent businesses Pharma India with considerable potential for growth. Prior to establishing Limited (Chairman) Audit Committee Member Halcyon, he was the Managing partner at KPMG's Business 6 TVS Electronics Nomination & Remuneration Committee Member Advisory Service Practice which he helped turnaround and Limited Business Technology Committee Member rebuild. Besides the industry sectors that he currently works 7 The Clearing Risk Management Committee Member with, he has advised the Power, Banking and Financial Corporation of HR Committee Member Services, Agribusiness, Pharmaceutical, Healthcare, IT and India Limited Nomination & Remuneration Committee Member ITES Sectors at different levels - from policy formulation to corporate strategy, restructuring and organization 8 TVS Shriram Growth Fund Investment Committee Member transformation. 13


  • Page 16

    WABCO INDIA LIMITED Name of the Company Directorship / Committees Position the office of director. 9 TVS Investments PrivateLimited Except Mr Narayan K Seshadri, being an appointee, 10 CG Power and Industrial Solutions Limited none of the Directors and Key Managerial Personnel of 11 Clearcorp Dealing System India Limited the Company and their relatives is concerned or interested, 12 Radiant Life care Private Limited financially or otherwise, in the resolution set out at item (formerly Halcyon Finance & Capital Advisors Private Limited) No.6. This statement may also be regarded as a disclosure 13 Kritdeep Properties Private Limited under regulation 36(3) of the SEBI (Listing Obligations (formerly Known as Chanel Estates Private Limited ) and Disclosure Requirement) Regulations, 2015. 14 Halcyon Resources & Management Private Limited Item No.7 15 Halcyon Enterprises Private Limited 16 A2O Software India Private Limited Dr. Christian Brenneke was appointed as an Additional Director in the category of Non-Executive Non Independent 17 Tranzmute Capital & ManagementPrivate Limited director by the Board of Directors with effect from 29th 18 ERL Phase Power Technologies Limited January 2019 in terms of Section 161 of the Companies 19 EPI Money Private Limited Act, 2013 to hold office upto this annual general meeting. Mr Narayan K Seshadri has given a declaration dated Dr. Christian Brenneke, (45), the Chief Technology Officer, 29th January 2019 & 1st April 2019 confirming that he WABCO Group, holds a graduate degree in electrical satisfies the criteria of independence as required under engineering specializing in mechatronics and a doctorate the Section 149 (6) of the Companies Act, 2013 and degree in engineering both from Leibniz University in that he is not disqualified to be appointed as a Director.The Hanover, Germany. In addition, he earned an M.B.A. degree Board of Directors, at its meeting held on 29th January in general management from the University for Applied 2019, opined that, Mr. Narayan K Seshadri fulfils the Sciences in Hamburg, Germany. He is the member of the conditions specified in the Companies Act, 2013 and Board of Akasol AG, Germany. Dr. Christian Brenneke was applicable SEBI Regulations and rules made thereunder appointed as the Chief Technology Officer of WABCO for his appointment as an Independent Director of the Group in February 2018, having served as the Vice President, Company and he is independent of the management. Engineering, to lead WABCO's technology innovation and Copy of the draft letter for appointment of Mr Narayan new product developments since October 2015. Prior to K Seshadri as an Independent Director would be available holding this position, he was leading the Advanced Braking for inspection without any fee by the members between Systems business unit from September 2013, and took on 11.00 a.m. and 2.00 p.m. on any working day of the the role of Vice President, Vehicle Dynamics and Controls, company at the company's Registered Office during from April 2014. Prior to this, Dr. Brenneke held various normal business hours on any working day, excluding management roles, including Global Project Management Saturday, upto and including the date of the Annual Leader and Team Leader for Software Development, since General Meeting. joining WABCO in 2008. Prior to joining WABCO, Dr. Based on the recommendation of the nomination and Brenneke spent several years in research, development remuneration committee, the Board has approved and program management for driver assistance systems appointment of Mr Narayan K Seshadri as a Non- and autonomous driving at Volkswagen Group in Germany. Executive and Independent Director for a term of one Dr. Christian Brenneke has confirmed that he is not year from 1st April, 2019 to 31st March, 2020, subject disqualified to be appointed as a Director. He does not to the approval of the shareholders through a special hold any shares in the company and he is not related to resolution. The Board considers that his association and any other director of the Company. He has attended 2 experience would be of immense benefit to the Company Board Meetings of the Company out of the 2 Board meetings and it is desirable to continue the services of Mr Narayan held after his appointment. He is not a director on any K Seshadri as an independent director and accordingly, Board nor a member of any committee of any other listed the Board recommends the special resolution set out as Company. The Board considers that his association and Item No.6 of the notice in relation to his appointment experience would be of immense benefit to the Company as an independent director, for the approval by the and it is desirable to continue his services. Accordingly, shareholders of the Company. The Company has received based on the recommendation of the Nomination and a notice under Section 160 of the Companies Act, 2013 Remuneration Committee the Board recommends the in writing from a member proposing his candidature for ordinary resolution set out as Item No.7 of the notice for 14


  • Page 17

    WABCO INDIA LIMITED appointment of Dr. Christian Brenneke as a director for Mr. Philippe Colpron has confirmed that he is not disqualified approval by the shareholders of the Company. The Company to be appointed as a Director. He does not hold any shares has received a notice under Section 160 of the Companies in the company and he is not related to any other director Act, 2013 in writing from a member proposing his candidature of the Company. He has attended 2 Board Meeting of the for the office of director. Company out of the 2 Board meetings held after his appointment. He is not a director on any Board nor a Except Dr. Christian Brenneke being an appointee, none member of any committee of any other listed Company. of the other Directors and Key Managerial Personnel of The Board considers that his association and experience the Company and their relatives is concerned or interested, would be of immense benefit to the Company and it is financially or otherwise, in the resolution set out at Item desirable to continue his services. Accordingly, based on No.7. This statement may also be regarded as a disclosure the recommendation of the nomination and remuneration under Regulation 36(3) of the SEBI (Listing Obligations and committee the Board recommends the ordinary resolution Disclosure Requirement) Regulations, 2015. set out as Item No.8 of the notice for appointment of Item No.8 Mr. Philippe Colpron as a director, for the approval by the shareholders of the Company. The Company has received Mr. Philippe Colpron was appointed as an Additional Director a notice under section 160 of the Companies Act, 2013 in the category of Non-Executive Non Independent director in writing from a member proposing his candidature for the by the Board of Directors with effect from 29th January office of director. 2019 in terms of Section 161 of the Companies Act, 2013 to hold office upto this annual general meeting. Except Mr. Philippe Colpron being an appointee, none of the other Directors and Key Managerial Personnel of the As Vice President at WABCO Group Global Business Company and their relatives is concerned or interested, Leader for Fleet Solutions, Philippe Colpron (40) is financially or otherwise, in the resolution set out at Item responsible for growing the organization's holistic range of No.8. The above may also be regarded as a disclosure solutions for the commercial vehicle fleets ecosystem. under Regulation 36(3) of the SEBI (Listing Obligations and Philippe started his career at WABCO in 2007 as Strategic Disclosure Requirement) Regulations, 2015. Sourcing Director for the Group. In February 2010 he became the After market Marketing and Business Item No. 9 Development Leader. From 2012 onwards, he was promoted to the Business Enterprise Lead of WABCO Aftermarket Mr. P Kaniappan, (59) Managing Director, is a graduate to then proceed as Vice President and Aftermarket Business in mechanical engineering from Regional Engineering Unit Leader in 2014. He was appointed to the Global Fleet College, Karnataka, India and postgraduate in manufacturing Solutions Hub leadership role at the end of 2018, taking systems engineering from University of Warwick, UK. He ownership of two of WABCO's most dynamic business units also holds Executive MBA degree from Great Lakes Institute - Digital Customer Services, delivering advanced FMS of Management, Chennai. His experience includes 10 years solutions, and the Aftermarket Business Unit, molded into in TVS Motor Company Ltd, Hosur responsible for production a single Fleet Solutions organization. management in different areas such as machining, fabrication, painting, engine and vehicle assembly. He was Besides his contribution to the Aftermarket business, in the purchase department of brakes division in Sundaram- Mr. Philippe Colpron has led several key strategic projects Clayton Limited (SCL) in various capacities during 1993 at WABCO, such as digital transformation initiatives and to 1999 and was in the rank of General Manager before contributing to multiple mergers and acquisitions over the getting elevated as business head of Foundry division of past years. Most recently he led a project called "PACE SCL. He held this position from 1999 to 2001 and became Agility", set up to define and implement an agile, lean and Operations head of brakes division of SCL from 2001 to efficient global organization for WABCO as a whole, that May 2009 (since demerged to WABCO INDIA Limited) from better optimizes WABCO's structure, processes and systems 28th March 2008. across its value chain. PACE Agility, which is currently being rolled out, aims to deliver a new structure and Mr P Kaniappan was appointed as the Whole-time director operating system designed to enable higher quality results for a period of 5 years from 17th June 2009 at the 5th across the value chain, while fostering accountability and Annual General Meeting held on 24th September 2009. collaboration as critical enablers of WABCO's continuous Subsequently the shareholders had approved appointment differentiation. Prior to joining WABCO he worked in various of Mr. P Kaniappan as the Managing Director for a period transport, logistics and purchasing management roles at of 5 years from 17th June, 2014 and payment of remuneration Valeo after having operated under his own account in his to him at the 10th Annual General Meeting held on 22nd start-up enterprises. July, 2014. The term of office of the Mr P Kaniappan will 15


  • Page 18

    WABCO INDIA LIMITED expire on 16th June, 2019. Mr. P Kaniappan is eligible to conditions and stipulations for the appointment of Mr P be re-reappointed as Managing Director of the Company. Kaniappan as the Managing Director and the remuneration payable to him. Pursuant to the provisions of the sections 196, 197 and 203 read with Schedule V and other applicable provisions The terms and conditions proposed for remuneration are of the Companies Act, 2013 ("the Act") and subject to the in line with the remuneration package that is necessary approval of the shareholders and based on the to encourage good professional managers with a sound recommendation of the nomination and remuneration career record to important position as that of the Managing committee, Mr. P Kaniappan, was re-appointed as the Director. Considering the responsibility shouldered by him, Managing director, for a period of 5 years from 17th June the business activities of the Company, proposed 2019, by the Board of Directors at its meeting dated remuneration limits is felt to be commensurate with Industry 7th May 2019 on terms and conditions as to his appointment standards and Board level positions held in similar sized and remuneration, contained in the agreement entered and similarly positioned businesses. between him and the Company, with the powers to the board of directors of the Company to determine quantum The Company has executed an agreement with Mr. P of individual items of his remuneration, payable at such Kaniappan on the terms and conditions as set out in the intervals, within the overall limits, for each financial year resolution item no.9. A copy of the agreement dated 14th so as not to exceed 5% of the net profits of the company, June 2019 referred to in the aforesaid resolution of the calculated in accordance with the provisions of Section 198 notice will be open for inspection by members between of the Act. He will not be subject to retirement by rotation 11.00 a.m. and 2.00 p.m. on any working day of the as per Article 140(1) of the Articles of Association of the company at the company's Registered Office during normal Company. business hours on any working day, excluding Saturday, upto and including the date of the Annual General Meeting. Mr. P Kaniappan has confirmed that he is not disqualified The Company has received a notice under Section 160 to be appointed as a Director. He does not hold any shares of the Companies Act, 2013 in writing from a member in the company and he is not related to any other director proposing his candidature for the office of director. of the Company. He is not a director on any Board nor a Member of any committee of any other listed Company. Except Mr. P Kaniappan, being an appointee, none of the He is a Director in WABCO Foundation Brakes Private other Directors and Key Managerial Personnel of the Limited. He is the Chairman of the Corporate Social Company and their relatives is concerned or interested, Responsibility Committee and a member of the Stakeholder financially or otherwise, in the resolution set out at Item Relationship Committee of the Board. He was also appointed No.9. The above may also be regarded as a disclosure as a member Risk Management Committee with effect from under Regulation 36(3) of the SEBI (Listing Obligations and 29 th January 2019. Particulars of attendance by Disclosure Requirement) Regulations, 2015. Mr. P Kaniappan in the Board and Committee meetings during his tenure from 17th June 2014 to 25th May 2019 Item No.10 is given below: Pursuant to Section 148 of the Companies Act, 2013 and Meetings Held Meetings attended Rule 4 of Companies (Cost Records and Audit) Rules, 2014 Board Meetings 24 24 including amendments and re-enactments and clarifications issued by the Ministry of Corporate Affairs, the Company Corporate Social is required to appoint Cost Auditor to audit the cost records Responsibility Committee 9 9 of the applicable products of the Company. Meetings Stakeholder Relationship Based on recommendation of the audit committee, the 17 17 Board has at the meeting held on 25th May 2019 approved Committee Meetings Annual General Meetings 5 5 the appointment of M/s A N Raman & Associates, as Cost Auditors for the financial year 2019-20 at a remuneration The Board considers that Mr. P Kaniappan's association of $ 4,00,000 plus applicable taxes and reimbursement of and experience would be of immense benefit to the Company out of pocket expenses at actuals. The remuneration payable and it is desirable to continue his services. The appointment to M/s A N Raman & Associates is required to be ratified of Mr P Kaniappan is appropriate and is in the best interest by the members at the forthcoming Annual General Meeting. of the Company. Accordingly, the Board recommends the Hence, the resolution is being proposed as item no. 10 ordinary resolution set out as Item No.9 of the notice and of the notice. None of the Directors and Key Managerial approval of the members is being sought to the terms, Personnel of the Company / their relatives are in any way, 16


  • Page 19

    WABCO INDIA LIMITED concerned or interested, financially or otherwise, in the otherwise, in the resolution set out at Item No.11 of the resolution. The Board recommends this resolution for Notice to the extent of the remuneration that may be approval of the Members. received by them. Item No. 11 Item No.12 The Independent Directors of the Company bring with them WABCO Europe BVBA is a related party as defined in significant professional expertise and rich experience in Regulation 23 of the SEBI (Listing Obligations and Disclosure diverse fields such as technology, engineering, corporate Requirements) Regulations, 2015, since the Company is strategy, management, finance, audit, legal and compliance. a fellow subsidiary of WABCO Europe, headquartered at The Board is of the view that adequate compensation be Bern, Switzerland. WABCO Europe is one of the major given to the Non-Executive Directors in recognition for their overseas customers of the Company. The orders placed time and efforts. by WABCO Europe are progressively growing year after year. This, coupled with seamless technology and technical The shareholders have approved the payment of commission knowhow supplied by them has significantly contributed to within the overall limits so as not to exceed in aggregate the increase in the Company's turnover and profits. During 1% of the net profits of the Company in each financial year the year ended 31st March 2019 the following transactions calculated in accordance with the provisions of Section 198 were entered into with them: of the Companies Act, 2013, for a period of five years commencing from 1st April 2014 by way of a special Nature of transaction Amount (in $ Lakhs) resolution at the 10th Annual General Meeting held on 22nd 1. Sale of Automotive Components 30,989.05 July 2014. In view of Sections 149, 197 and any other 2. Services rendered 12,116.82 relevant provisions of the Companies Act, 2013 and taking 3. Royalty 7,342.42 into account the roles and responsibilities of the Independent Directors, it is proposed that the Non-Executive Independent 4. Reimbursement of Expenses 215.98 Directors together, be paid for each of the five financial Total 50,664.27 years of the Company commencing from 1st April 2014, commission not exceeding one percent per annum of the Total transactions as stated above amounts to about 19.04% net profits of the Company computed in accordance with of the turnover for the financial year 2017-18. Since this the provisions of the Companies Act, 2013. This commission is in excess of the threshold limit of 10%, the transactions will be distributed amongst all or some of the Non-Executive would be "material transactions" with a related party in Independent Directors in accordance with the directions terms of Regulation 23(1) of the SEBI (Listing Obligations given by the Board of Directors and subject to any other and Disclosure Requirement) Regulations, 2015. applicable requirements under the Companies Act, 2013. Such material transactions require approval of the This remuneration shall be in addition to fee payable to Shareholders of the Company through an ordinary resolution. the directors for attending the meetings of the Board or Anticipating that the total transactions with M/s WABCO Committee thereof, and reimbursement of expenses for Europe BVBA during the year 2018-19 would cross the participation in the Board and other meetings. threshold of 10% of the turnover for the year 2017-18, the The Board of Directors at their meeting held on 7th May shareholders had accorded approval for the anticipated 2019 have recommended to the shareholders to consider transactions beyond the 10% limit at the previous annual granting approval for payment of remuneration to Non- general meeting held on 27th July 2018. Executive Directors upto a sum not exceeding 1% of the Similarly, the Company expects further growth in similar net profits of the Company computed in accordance with transactions with WABCO Europe BVBA during the course Section 198 of the Companies Act, 2013 for each financial of the financial year ending 31st March 2019, which are year. Accordingly, fresh approval of the shareholders is also likely to be "material transactions" i.e. transactions are sought by way of a special resolution under the applicable likely to exceed $ 292.7 Crores (10% of $ 2926.6 Crores provisions of the Companies Act, 2013 for payment of - turnover of 2018-19). Hence approval of the members remuneration by way of commission to the Non-Executive is being sought to the above material related party Independent Directors of the Company, for a period of five transactions entered into for the financial year ended years commencing from 1st April 2019. 31st March 2019 and to the similar transactions proposed Except Non-Executive Independent Directors, none of the to be entered into by the Company with WABCO Europe Directors and Key Managerial Personnel of the Company during the course of the financial year ending 31st March and their relatives is concerned or interested, financial or 17


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    WABCO INDIA LIMITED 2020.The material terms for the agreements which have a royalty of 4% on net sales during the course of the been entered into by the Company with WABCO Europe financial year ending 31st March 2020. are: a) Credit terms of 90 days from the date of invoice; Pursuant to Regulation 23(1) of the SEBI (Listing Obligations b) Warranty for the period of 12 months for the product and Disclosure Requirement) Regulations, 2015, such specifications; c) Mark-up on cost of raw materials, conversion approval of members is to be obtained by an ordinary cost and other relevant expenses and d) reimbursements resolution. Hence, the ordinary resolution at Item No.12 of at actuals. the notice. Voting by related parties on the ordinary resolution Further, as per the prevailing transfer pricing regime and will be governed by the applicable provisions of the Listing practice across the globe, M/s WABCO Europe BVBA Regulation. charges a royalty to WABCO India Ltd., at the rate of 4% Ms. Lisa J Brown and Mr. Philippe Colpron may be deemed of net sales (total product sales (less) inter-company to be interested in the above resolution by virtue of their sales (less) inter-company purchases) for the products being directors of WABCO Europe BVBA. None of the other manufactured by the Company using WABCO Technology directors of the Company and key managerial personnel and for the knowhow and best practices of M/s WABCO of the company and their relatives is concerned or interested, Europe BVBA that have been adopted and implemented financially or otherwise in this item of business, All related by the company. An agreement effective 1st January 2016 party transactions are preapproved by the audit committee. in this regard was entered into with M/s WABCO Europe Board recommends this resolution to the members for their BVBA for the payment of royalty. During the year ended approval 31st March 2019 royalty of $ 7,342.42 was paid to M/s WABCO Europe BVBA which amounts to 2.76% of By order of the board the turnover for the financial year 2017-18. This is included in the above table. Pursuant to the royalty agreement with Chennai M C GOKUL WABCO Europe BVBA, the company would continue pay 25th May 2019 Company Secretary 18


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    WABCO INDIA LIMITED Directors’ report to the shareholders The directors have pleasure in presenting the Fifteenth annual report The transaction, once consummated, will bring together two global and the audited financial statements for the financial year ended technology leaders with highly complementary and innovative 31st March 2019. technology offerings to address future serving OEMs and fleets in the automotive and commercial vehicle industry, combining WABCO's 1. FINANCIAL HIGHLIGHTS capabilities in commercial vehicle safety and efficiency, including $ in lakhs technologies involved in vehicle dynamics control, active air suspension Details Year ended Year ended systems, and fleet management systems with ZF's leading position in 31.03.2019 31.03.2018 driveline and chassis technologies for cars and commercial vehicles. Revenue from Operations 2,85,413.56 2,61,384.81 The transaction, which has been unanimously approved by the Board of Directors of WABCO Holdings Inc., US, is expected to close in Other Operating income 7,247.53 4,652.78 early 2020 subject to approval by the shareholders, customary closing Total revenue from operations 2,92,661.09 2,66,037.59 conditions, and regulatory approvals. Profit before interest, depreciation The said transaction, will result in the indirect acquisition by ZF of and tax 48,235.10 44,513.85 WABCO Asia Private Limited, an indirect subsidiary of WABCO Finance costs Nil 161.74 Holdings Inc., US and holds 75% of the voting share capital of WABCO India Ltd. Accordingly, upon the completion of the said transaction, ZF Depreciation 7,143.69 6,173.69 will be entitled through WABCO Asia Private Limited to Profit before tax 41,091.41 38,178.42 (a) indirectly exercise 75% of the voting share capital Provision for taxation (including (b) indirectly exercise control over WABCO India Limited. deferred tax and tax relating to Hence, under Regulations 3(1), 4 and 5(1) of the SEBI (SAST) earlier years) 12,874.48 10,895.79 Regulations, a public announcement of an open offer for the acquisition Profit after tax 28,216.93 27,282.63 of up to 47,41,900 fully paid-up equity shares of face value of $ 5/- each of WABCO India Limited, representing 25% of the total voting Other Comprehensive Income / equity capital of WABCO India Limited, comprising fully of public (Loss) for the year net of tax (197.96) (73.52) shareholders was given by ZF Friedrichshafen AG on 2nd April 2019 Total Comprehensive Income at $ 6,318/- per share. This public announcement excluded the for the year Net of Tax 28,018.97 27,209.11 promoters / promoter group of WABCO India Limited. 5. CAPITAL EXPENDITURE 2. DIVIDEND Capital expenditure of $ 117.84 crores was incurred during the year 2018-19 as against the plan of $ 125.50 Crores and Capital The board of directors has recommended a dividend of ($9/- per Expenditure of $ 119.7 Crores is planned for the year 2019-20. share) for the year ended 31st March 2019 absorbing a sum of $1,707.08/- Lakhs (excluding dividend tax) for approval of the 6. DIRECTORS shareholders at the ensuing annual general meeting. Mr. M Lakshminarayan and Mr. Narayan K Seshadri were appointed 3. PERFORMANCE as Independent Directors at the Annual General Meeting held on 22nd July 2014 for a term of five consecutive years from 1st April During the year 2018-19, sales of medium and heavy commercial 2014 upto 31st March 2019. They are eligible to be re-appointed for vehicles (M & HCV) grew by 11.4% over the previous year. another term of 5 consecutive years. On recommendation of the The Company achieved total income of $2927 crores as against Nomination &Remuneration Committee, the Board had after satisfying $2660 crores in the previous year, an increase of 10%. their independence criterion at their meeting held on 29th January 4. AGREEMENT FOR ACQUISITION OF WABCO HOLDINGS Inc. 2019 have reappointed Mr. M Lakshminarayan for a term of five consecutive years from 1st April 2019 upto 31st March 2024 On 28th March 2019, WABCO Holdings Inc., US the ultimate parent and Mr. Narayan K Seshadri for a term of one year from 1st April company of WABCO India Ltd., had announced to the New York 2019 upto 31st March 2020 subject to the approval of shareholders stock exchange through a press release that it has entered into a at the ensuing Annual General Meeting. definitive merger agreement with ZF Friedrichshafen AG ("ZF"), a privately held global leader in driveline and chassis technologies. Dr. Christian Brenneke and Mr. Philippe Colpron have been appointed as Additional Directors in terms of Section 161 of Under the agreement, ZF will acquire all outstanding shares of WABCO Companies act 2013 at the Board Meeting held on 29th of January Holdings Inc., US for $ 136.50 per share in an all-cash transaction for 2019, who will hold office upto the ensuing Annual General Meeting. an equity value of over $ 7 billion. They being eligible and willing to be re-appointed as directors at 19


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    WABCO INDIA LIMITED the ensuing Annual General Meeting have offered themselves for 8. SECRETARIAL AUDITOR re-appointment. M/s. S Krishnamurthy & Co., Company Secretaries have carried Mr. Jorge Solis and Mr. Shivram Narayanaswami have resigned out Secretarial Audit under the provisions of Section 204 of the from the Board with effect from 29th January 2019 due to their Act, for the financial year 2018-19 and submitted their report, other commitments. Your Board of Directors places on record which is annexed to this report. The report does not contain any qualification. their appreciation for services rendered by Mr. Jorge Solis and The Board confirms compliance with the Secretarial Standards Mr. Shivram Narayanaswami during their tenure as Directors of notified by the Institute of Company Secretaries of India, New Delhi. the Company. Mr. Sean Ernest Deason retires by rotation at the ensuing Annual 9. COST AUDITOR General Meeting of the Company, being eligible and willing offers Mr. A.N. Raman was appointed as the cost auditor for the year himself for re-appointment. 2018-19. Pursuant to Section 148 of the Act, the Board of Directors Mr. P Kaniappan was appointed as the Managing Director at the of the Company upon recommendation made by the audit committee has appointed M/s A N Raman & Associates, Cost Annual General Meeting held on 22nd July 2014 for a term of five Accountants, as Cost Auditor of the Company for the financial years with effect from 17th June 2014 upto 16th June 2019. Based year 2019-20 and has recommended the remuneration to the on the recommendation of the Nomination & Remuneration shareholders for approval at the ensuing Annual General Meeting. Committee, the Board had on 7 th May 2019 reappointed Mr. P Kaniappan as the Managing Director for a term of five years 10. KEY MANAGERIAL PERSONNEL from 17th June 2019 upto 16th June 2024 subject to the approval Mr. P Kaniappan - Managing Director of shareholders at the ensuing Annual General Meeting. Mr. R S Rajagopal Sastry - Chief Financial Officer In compliance with Regulation 36(3) of the Securities Exchange Mr. M C Gokul - Company Secretary Board of India (Listing Obligations and Disclosure Requirements) 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Regulations, 2015 (Listing Regulation), a brief resume and other The Company has not provided any Loans or Guarantees to any required information about the directors who are being re-appointed person or other body corporate under Section 186 of the Act and are given in the notice convening the Annual General Meeting of the details of investments made are given in the notes to the the Company. Financial Statements. The Independent Directors continue to fulfill the criteria of independence as defined under Section 149(6) of the Companies 12. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE Act, 2013 ("the Act") and Regulation 16(b) of the Listing Regulation During the year, the Board adopted a formal mechanism for and have furnished the requisite declarations in this regard. evaluating its performance and as well as that of its Committees and directors, including the Chairman of the Board as per the 7. AUDITORS requirements in this regard specified in the guidance note issued M/s. S R Batliboi & Associates LLP, Chartered Accountants were by the Securities Exchange Board of India and the provisions of appointed as Statutory Auditors of the Company by the the Companies Act, 2013. The exercise was carried out through shareholders for a term of five years from the 10th Annual General a structured evaluation process covering various aspects of the Meeting upto the conclusion of the 15th Annual General Meeting functioning of the Board and Committees such as their composition, in terms of Section 139 of the Companies Act, 2013. M/s. S R experience & competencies, performance of specific duties & Batliboi & Associates LLP would retire at the conclusion of the obligations, governance issues etc. Separate exercise was carried forthcoming 15th Annual General Meeting and they do not seek out to evaluate the performance of each individual director including reappointment. Your Board of Directors places on record their the Chairman who were evaluated on parameters such as appreciation for the services rendered by M/s. S R Batliboi & attendance, contribution at the meetings, independent judgment Associates LLP, Chartered Accountants as the Statutory Auditors and other relevant aspects as laid down under the Guidance note issued by SEBI in this regard. of the Company. The Board was satisfied with the evaluation results, which reflected In view of the mandatory requirement, your directors have the overall engagement of the Board, Committees and the directors recommended appointment of M/s B S R & Co., Chartered with the Company. Accountants, 5th Floor, LodhaExelus, Apollo Mills Compound, N.M. Joshi Marg, Mahalakshmi, Mumbai - 400011 holding Firm 13. VIGIL MECHANISM / WHISTLE BLOWER POLICY Registration No 101248W / W-100022 as Statutory Auditors of the The Company has established a vigil mechanism through "WABCO Company at the Board Meeting held on 25th May 2019, for a Whistle Blower Policy" to enable employees and directors to report period of 5 (five) consecutive years from conclusion of 15th annual genuine concerns dealing with instances of fraud and general meeting upto the conclusion of the 20th Annual General mismanagement, if any. The mechanism provides for adequate Meeting, subject to approval of the shareholders at the ensuing safeguards against victimization of the whistle blower and also Annual General Meeting. provides for direct access to the Chairman of the audit committee 20


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    WABCO INDIA LIMITED in appropriate or exceptional cases or chief ethics officer of the e. The directors had laid down internal financial controls to Company as the case may be to report any concerns or unethical be followed by the company and that such internal activities. financial controls are adequate and were operating effectively; and 14. BUSINESS RESPONSIBILITY f. The directors had devised proper systems to ensure The Company is one among the top 500 listed companies as per compliance with the provisions of all applicable laws and the market cap as on 31st March 2019 and hence as per the that such systems were adequate and operating Listing regulation a Business Responsibility Report forms part of effectively. the annual report. In this regard, the Company has developed a Business Responsibility policy which is approved by the Board. 16. DISCLOSURES UNDER COMPANIES ACT, 2013 As per this policy Mr. P Kaniappan, Managing Director is 16.1 Extract of the Annual Return responsible for the implementation of the Business Responsibility Details of extracts of the annual return as per Form initiatives. The initiatives of the Company in this regard for the MGT - 9 is enclosed in Annexure 3 to the Directors report. year 2018-19 are provided in the Business Responsibility Report. 16.2 Number of Board Meetings 15. STATUTORY STATEMENTS The Board of Directors met five times during the year 2018-19. The details of the Board meetings and the 15.1 Conservation of energy, Research & Development attendance of the Directors are provided in the Corporate Expenses and foreign exchange earnings and outgo Governance Report. Information regarding conservation of energy, research & 16.3 Committees of Board of Directors development expenses and foreign exchange earnings and outgo is given in Annexure 1 to this report, as per the Details of memberships and attendance of various committee requirements of Section 134(3)(m) of the Act, 2013. meetings are given in Corporate Governance Report. 15.2 Corporate Social Responsibility 16.4 Related Party Transactions The Company focuses on CSR Activities as specified in All related party transactions that were entered into during scheduled VII of the Companies Act, 2013 and the the financial year were on an arm's length basis and were Companies CSR Policy. As required under Section 134(3)(o) in the ordinary course of business. There are no related of the Act, details about the policy developed and party transactions made by the company with promotors, implemented by the Company on Corporate Social Directors, Key Managerial Personnel or other designed Responsibility initiatives taken during the year ended persons which may have a potential conflict with the interest 31st March, 2019 are given in Annexure 2 to this report. of the company at large. Certain related party transactions entered into during the 15.3 Directors' Responsibility Statement year ended 31st March 2019 and transactions proposed to Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed be entered into during the year ending 31st March 2020 that; between the Company and WABCO Europe BVBA, which is a. In the preparation of the annual accounts, the applicable fellow subsidiary of the Company, are material in nature and accounting standards have been followed and there are require the approval of members by ordinary resolution as no material departures. per the Listing regulation. An ordinary resolution seeking shareholders approval is included in the notice to b. The directors had selected such accounting policies and shareholders. applied them consistently and made judgments and estimates that are reasonable and prudent so as to give The Company pays royalty to M/s WABCO Europe BVBA a a true and fair view of the state of affairs of the Company fellow subsidiary and related party at the rate of 4% per as at 31st March, 2019 and of the profit of the Company annum on the net sales (Total sales (less) intercompany for the year ended on that date; sales (less) intercompany purchases) effective 1st January c. That directors had taken proper and sufficient care for 2016 for the intellectual property, knowhow and processes the maintenance of adequate accounting records in supplied by WABCO Europe BVBA. M/s WABCO Europe accordance with the provisions of the Act for safeguarding BVBA charges Royalty to all its associated entities in line the assets of the Company and for preventing and with the global practices and transfer pricing norms. detecting fraud and other irregularities; All transactions with related parties are placed before the d. The directors had prepared the annual accounts on a audit committee and prior approval of the audit committee is going concern basis; obtained. The Company has in place a Related Party 21


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    WABCO INDIA LIMITED Transactions Policy for the purpose of identification and 18.3 The percentage increase in the median remuneration of monitoring of such transactions. Details of material Related employees in the financial year: 12% Party Transactions entered by the company as required 18.4 The number of permanent employees on the rolls of company under Section 134(3)(h) of the Act and the Listing regulation as on 31st March 2019 : 1778 are given in annexure 4 to this report. 18.5 Average percentage increase already made in the salaries 17. POLICIES of employees other than the managerial personnel in the 17.1 The following policies approved by the Board of Directors of last financial year: 7.1% the Company were uploaded and are available in the Company's website at the web link: Percentage increase in the managerial remuneration in the http://www.wabco-auto.com/en/investor_relations/wabco_india_investor_relations last financial year was 16.1%. There are no exceptional circumstances for increase in the managerial remuneration. • Corporate Social Responsibility Policy With respect to the Managerial Personnel, variable • Related Party Transaction Policy component is paid in the form of incentive, as per the • Nomination and Remuneration Policy remuneration policy of the Company and based on the • Whistle Blower Policy financial and non-financial parameters based on their • Code of Practices and Procedures for Fair Disclosure of individual performance and the performance of the Company. Unpublished Price Sensitive Information 18.6 The key parameters for any variable component of • Policy on Criteria for Determining Materiality of Events remuneration availed by the directors: Independent directors • Dividend Policy have been paid sitting fees for attending meetings of the Board and Committees and also paid a profit related 17.2 Policy on director appointment and remuneration commission, but not exceeding 1% of the net profit of the Company's policy on directors' appointment and remuneration Company for the financial year. No sitting fee and commission including criteria determining for qualification, positive is paid to non-executive and non-independent Directors of attributes, independence of a director and other matters provided under Section 178(3) of the Act is provided in the the Company. However, with respect to Mr. P. Kaniappan, Corporate Governance Report. Managing Director, variable component is paid in the form of incentive, as per the Remuneration Policy of the Company 18. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER and based on the financial and non-financial parameters. SECTION 197 OF THE COMPANIES ACT, 2013 18.7 The remuneration of directors and employees are as per the 18.1 The ratio of the remuneration of each director to the median remuneration policy of the company. employee's remuneration for the financial year and such other details as prescribed are as given below: 18.8 Particulars of Employees Name Ratio The statement of particulars of employees as per Section Mr. P. Kaniappan, Managing Director 29.27:1 197 of the Companies Act, 2013, read with Companies (Appointment & Remuneration of Managerial Personnel) Mr. M. Lakshmi Narayan, Independent Director 2.28:1 Rules, 2014, for the year ended 31st March, 2019, is given Mr. Narayan Seshadri, Independent Director 2.06:1 in annexure 5 and forms part of this Report. Dr. Lakshmi Venu, Independent Director 2.16:1 Directors other than those mentioned above have not drawn 19. CORPORATE GOVERNANCE any remuneration for the financial year 2018-19. The Company has complied with the provisions of the Listing 18.2 The percentage increase in remuneration of each Director, Regulations concerning corporate governance and a report to this Managing Director, Chief Financial Officer, Company effect is attached, as required by Under Schedule V of the Listing Secretary, in the financial year: Regulation. The certificate issued by the auditors of the Company Mr. M. Lakshminarayan, Chairman 15.28% regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director, (CEO) and Mr. Narayan K Seshadri, Director 14.63% the Chief Financial Officer (CFO) of the Company have certified Dr. Lakshmi Venu 15.38% to the board on financial statements and other matters in Mr. P. Kaniappan, Managing Director 15.02% accordance with Regulation 17(8) of the Listing Regulations Mr. R.S Rajagopal Sastry, Chief Financial Officer 21.61% pertaining to CEO / CFO certification for the financial year ended 31st March 2019. Further, applicable Secretarial Standard have Mr. M.C Gokul, Company Secretary 11.52% been complied with. 22


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    WABCO INDIA LIMITED The management discussion and analysis report, as required by responsibilities. Further, updates on regulatory changes are also the Listing Regulation and various disclosures required under the periodically placed before the Board. The details of familiarisation Act is also attached and forms part of this report. have been hosted in the web site of the Company under the web link http://wabco-auto.com/investor-relations/wabco-india-investor- 20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT relations DIRECTORS Acknowledgement The Company has a structured familiarization program for independent Directors of the Company which also extends to other The directors thank the vehicle manufacturers, distributors, vendors and Non-Executive Directors to ensure that Directors are familiarized bankers for their continued support and assistance. The directors with their function, role, rights, responsibilities and the nature of gratefully acknowledge the support rendered by WABCO Europe BVBA. the Company Business viz., automotive component industry and The directors wish to place on record their appreciation of the excellent WABCO global business model, etc. work done by employees of the Company at all levels during the year. The directors specially thank the shareholders for the confidence reposed The Board of Directors has complete access to the information by them in the Company. 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 For and on behalf of the board Management. Presentations, inter alia, cover the Company's strategy, business model, operations, markets, organization P KANIAPPAN NARAYAN K SESHADRI structure, product offerings, finance, risk management framework, Managing Director Director 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 Chennai Directors which also incorporates their role, duties and 25th May 2019 23


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    WABCO INDIA LIMITED Annexure - 1 A. CONSERVATION OF ENERGY D. TECHNOLOGY ABSORPTION 1. Measures taken 1. Efforts made towards technology absorption i. High pressure lines in pneumatic nut runner, assembly a. Localized and optimized Steering systems for Indian OEMs, stations, machine shop and certain test rigs were converted design & development of test rig for testing of Steering to low pressure lines. system for medium & heavy commercial vehicles. ii. Panel air conditioners were removed and air to air coolers were provided for control panels (20 numbers). b. Developed compact Integral Pedal Unit (IPU) with Steering iii. Air cooling chambers were used for assembly AHU such that column mounting & Piezo resistive type pressure sensor for during right external temperature, air will directly be diverted IPU for medium & heavy commercial vehicles. to assembly hall. c. Concept & design development of active steering for tractor iv. Installation of blowers in air dryers instead of compressed air for component washing in the assembly area. application, oil free electric compressor, electronic exhaust v. Energy consumption of blowers dryer unit was optimised by throttle valve and pull type actuatorfor medium & heavy directly connecting hot air duct with compressor. commercial vehicles & door cylinder system with linear vi. Coolant tank and chiller unit in grinding machine were variable displacement transducer. combined. d. Design & development of single box lift axle system, lift axle vii. Hydraulic power pack in machine shop was optimised. system, higher capacity compressor, brake chambers & viii. Installation of 400 KW rooftop solar panels at Ambattur Plant. SBA for increased axle load for medium & heavy commercial These measures resulted in substantial energy savings of about vehicles. 8.10 lakhs units of power & $ 64.85 lakhs per annum. e. Optimized quadruple system protection valve, power 2. Measures proposed reduction of clutch compressor for medium & heavy i) 70W ceiling fans in shop floor to be replaced with 35W commercial vehicles, topology optimization & simulation for energy efficient super ceiling fans. cost reduction projects. ii) Individual test rigs to be provided with solenoid valves to f. Development of Integral release bolt DDSB for trailer markets, avoid air loss during idle time. WABCO quick fittings, indigenous grease for automatic slack iii) Install adiabatic cooling system in the centralized chiller adjuster application, blooming-free material for dust plug unit - III. application. iv) Anodizing chiller would be modified such that one chiller would support two process tanks. g. Root roller lifefor medium & heavy commercial vehicleswas v) Intelligent flow controller to be installed for air compressor improved by adapting rolling contact fatigue concept. at the Mahindra World City plant. h. Developed ride and handling performance prediction for air vi) Extending hot exhaust air from the compressor to the drying suspension vehicle. component in anodizing plant at the Mahindra World City plant. 2. Benefits derived vii) Installation of compact power pack instead of ordinary hydraulic power pack. a. Products with improved fuel savings to customers. viii) Installation of energy efficient air conversion in compressors b. Advanced features to enhance the vehicle safety. at Mahindra World City Plant to improve Compressor efficiency. ix) Spindle motor in grinding machines to be changed to Variable c. Increased market share with localized products with advanced Frequency Drives. features. These measures are expected to result in substantial energy savings d. Enhanced product performance and durability resulting in of about 10.34 lakhs units of power & $ 82.72 lakhs per annum. competitive advantage. B. Details relating to imported technology: (Technology imported e. Indigenous development of test rigs and accessories for during the last 5 years reckoned from the beginning of the financial year) - Nil advanced products. C. Expenditure on R & D $ in Lakhs E. FOREIGN EXCHANGE EARNINGS AND OUTGO Capital expenditure 411.03 $ in Lakhs Recurring expenditure (including salaries) 3,607.63 Foreign exchange inflow 88,757.83 4,018.66 Foreign exchange outflow 53,967.69 24


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    WABCO INDIA LIMITED Annexure - 2 Report on CSR activities for the year ended 31st March 2019 1. A brief outline of the company's CSR policy, including overview 2. The Composition of the CSR Committee of projects or programs proposed to be undertaken and a a. Mr. P Kaniappan - Chairman reference to the web-link to the CSR policy and projects or b. Mr. M Lakshminarayan - Member programs. c. Ms. Lisa J Brown - Member The Company focuses on CSR activities as specified in Schedule d. Dr. Lakshmi Venu - Member VII of the Companies Act, 2013 and accordingly the projects have 3. Average net profit of the company for last three financial years: Rs. been identified and recommended by the CSR Committee and 317,63.27 Lakhs. approved by the Board. The projects have been implemented through 4. Prescribed CSR Expenditure (two per cent of the amount as in item internal executive committee. 3 above): $ 635.05 Lakhs The Company has framed the CSR Policy in compliance with the 5. Details of CSR spent during the financial year. provisions of the Companies Act, 2013 and the same is placed on a. Total amount spent for the Financial Year 2018-19: the Company's website and the web link for the same is: $ 86.63 Lakhs. http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations b. Amount unspent, if any: $ 548.42 Lakhs. c. Manner in which the amount was spent during the financial year is given below: ($ in lakhs) Amount Spent Amount on the projects Amount Projects of Outlay / Programs Cumulative Spend CSR Project (or) programs Sector in which (Budget) (1) Direct Expenditure Directly or Sl. Activity (1) Local area or the program Project or Expenditure on upto through No. Identified other was covered Program projects or Reporting implementing wise programs (2) Period Agency. Overheads: 1 2 3 4 5 6 7 8 1 Construction of wall for primary Indok, Rajasthan Education 5.00 5.00 5.00 WABCO school as a safety against wild Foundation animals* 2 Established Digital Lab at Chennai, Tamilnadu Education 15.00 14.26 19.26 WABCO SRM University* Foundation 3 Safety Trainning program for Tamilnadu - Safety Training & 26.00 25.53 44.79 WABCO Medium & Heavy Commercial Mecheri, Pollachi, Education Foundation Vehicle Drivers, Mechanics Thiruvannamalai & including Health Check Up Poonamallee & Hazardous goods carrier Andhra Pradesh - driver trainning program Kadapa Mappedu, Chennai - Tamilnadu 4 Improved the safety Infrastucture Ambattur, Chennai Safety Training & 9.00 8.10 52.89 WABCO around the plant Education Foundation 5 Maintainance of trees planted Mappedu, Chennai, Environment 3.00 2.99 55.88 WABCO during previous years under CSR Tamilnadu Sustainability Foundation 6 Partnered for the "Drive Smart PAN India Safety Training & 10.00 10.00 65.87 WABCO Drive safe" PAN india program Education Foundation for promoting pedestrian safety in India 25


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    WABCO INDIA LIMITED Amount Spent Amount on the projects Amount Projects of Outlay / Programs Cumulative Spend CSR Project (or) programs Sector in which (Budget) (1) Direct Expenditure Directly or Sl. Activity (1) Local area or the program Project or Expenditure on upto through No. Identified other was covered Program projects or Reporting implementing wise programs (2) Period Agency. Overheads: 1 2 3 4 5 6 7 8 7 Support towards surgery for Chennai, Tamilnadu Health care 5.00 5.00 70.87 WABCO Congenital Heart diseases for Foundation underprilaged children 8 Trainning provided to wives of Ambattur, Chennai Safety Training & 1.00 0.65 71.52 WABCO commercial vehicle drivers on Education Foundation general safety & safe driving practices as part of Womens Day Celebrations 9 Health camp for the local Jamshedpur & Health care 0.25 0.19 71.71 WABCO community nearby plant location Ambattur, Chennai Foundation & Blood donation camp 10 Administrative expenses Chennai, Tamilnadu 4.00 3.76 75.47 WABCO Foundation 11 Partnered with Indian Road New Delhi Safety Training & 5.00 5.00 80.47 WABCO Safety Campain for national # Education Foundation conference on Road safety 12 Human Chain for awareness on Ambattur, Chennai Safety Training & 0.75 0.55 81.02 WABCO safe driving practices was Education Foundation organised with 450 employee volunteers during # the UN road safety week 13 Safety Trainning program for Kerala - Kozhikode, Safety Training 6.00 5.61 86.63 WABCO Medium & Heavy Commercial Palakkad, & Education Foundation Vehicle Drivers, Mechanics # Kattappana including Health Check Up Karnataka - Hubli, Bangalore Andhra Pradesh - Tanukku 90.00 86.63 * Project was completed fully / partially in 2017-18 but the payment was released during 2018-19. # CSR contribiution from the Company was made to the WABCO foundation during year. However the projects were completed during 2019-20 6. The Company is in the process of expanding the scope of CSR were conducted through internal engagement of employees and resources, activities by identifying suitable projects and mode for implementing driving activities which would help the needy sections of the society as various projects and hence could not spent 2% of the average net per the Company's CSR policy with specific focus towards areas profits of last three years. The Company has established a foundation surrounding the company's plant locations. The activities during the year for carrying out its CSR programs in the name WABCO Foundation, were largely directed towards, skill development, promoting education, which, identifies appropriate CSR projects in line with the Company's preventive healthcare, making available safe drinking water, environment CSR policy and implement them. protection, sanitation, safety education etc. 7. As a responsible corporate citizen, the Company engages in social The Company believes that every activity should result in some responsibility and community development activities. This year the activities impact which can be measured through parameters specific to the 26


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    WABCO INDIA LIMITED activity. These assessments are presently done internally on a periodic driver training for drivers of hazardous cargo carriers, fuel carriers, basis. etc. These programs are conducted by subject experts from the industry along with practical sessions for drivers. Over 500 drivers As part of the Company's CSR initiatives, more than 5500 drivers have been trained since inception in various modules through & technicians across Tamilnadu, Kerala and Andhra Pradesh have classroom and practical sessions including safe driving practices, been trained on Road Safety by creating awareness on vehicle safety rollover stability, the advantage of using ABS & EBS and other safety & safe driving practices, advanced braking systems, etc. These technologies. These programs have been well received and have projects were carried out in association with the Regional Transport helped the attendees to maintain zero accident levels. Drivers receive Offices and State Transport Undertakings. The safety awareness certification on successful completion of this course. camps are complemented with medical and eye check-up camps for the participants. Considering tremendous acceptance, response and 8. The CSR committee confirms that the implementation and monitoring impact of such programs the foundation plans to extend this Pan of the CSR Policy is in compliance with the CSR objectives and India. This has resulted in transforming the lives of drivers and Policy of the Company. mechanics which will, in turn, translate into safer roads. As part of this important road safety objective, the Company has also collaborated with Praxair India, one of the world's largest Industrial P. KANIAPPAN Gas companies and State Transport authorities, to provide advanced Managing Director & Chairman of CSR Committee 27


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    WABCO INDIA LIMITED Annexure - 3 Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.3.2019 [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 of the Company 1 Auto components 34300 92.90% Except sale of auto components no other income which contributes more than 10% of the turnover of the Company. III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. Name and Address Holding / Subsidiary of % of shares Applicable No of the Company CIN / GLN the Company held Section 1. WABCO Asia Private Limited NA Holding Company 75% Sec.2(46) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 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 28


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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 17,67,771 – 17,67,771 9.32% 18,07,602 – 18,07,602 9.53% +0.21 b. Bank / FI 903 – 903 0.00% 1302 – 1302 0.01% +0.01 c. Cent. Govt. – d. State Govt. – e. Venture Capital – f. Insurance Co. g. FIIs 43 – 43 0.00% – – – – – h. Foreign Portfolio Corporate 4,50,091 – 4,50,091 2.37% 5,05,083 – 5,05,083 2.66% +0.29 i. Foreign Venture Capital Fund – j. Others – Sub-Total-B(1) 22,18,808 – 22,18,808 11.69% 23,13,987 – 23,13,987 12.20% +0.51 2. Non-Institution a. Body Corporate 7,12,237 1,362 7,13,599 3.77% 6,84,936 1,354 6,86,290 3.26% -0.51 b. IEPF Authority 13,387 – 13,387 0.07% 40,512 – 40,512 0.21% +0.14 c. Individual i. Individual shareholders holding nominal share capital upto $ 2 lakh 14,67,451 1,71,182 16,38,633 8.64% 14,70,707 1,29,574 16,00,281 8.44% -0.2 ii. Individual shareholders holding nominal share capital in excess of $ 2 Lakh 1,08,308 - 1,08,308 0.57% 44,060 - 44,060 0.23% -0.34 Others NRI (Repatriable) 25,028 – 25,028 0.13% 27,848 – 27,848 0.15% +0.02 NRI (Non-Repatriable) 23,813 174 23,987 0.13% 28,648 124 28,772 0.15% +0.02 Foreign National – – – – – – – – – OCB Directors 100 – 100 – 100 – 100 – – Trust In Transit – – – – – – – – – Sub-Total-B(2) 23,50,374 1,72,718 25,23,092 13.31% 22,96,861 1,31,052 24,27,913 12.80% -0.51 Net Total (1+2) 45,69,182 1,72,718 47,41,900 25.00% 46,10,848 1,31,052 47,41,900 25.00% – C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group – – – – – – – – – Public – – – – – – – – – Grand Total (A+B+C) 1,87,94,866 1,72,718 1,89,67,584 100% 1,88,36,532 1,31,052 1,89,67,584 100% – 29


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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 01.04.2018 Shareholding at the end of the year 31.03.2019 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. Lakshmi Narayan* 100 0.0005% 100 0.0005% 2. Mr. Narayan K Seshadri – – – – 3. Dr. Lakshmi Venu – – – – 4. Mr. Philippe Colpron – – – – 5. Mr. Sean Deason – – – – 6. Dr. Christian Brenneke – – – – 7. Ms. Lisa 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 * Along with relatives VII. TOP 10 SHAREHOLDERS AS ON 31.03.2019 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 MUTUALFUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS LONG TERM EQUITY FUND 498,560 01-04-2018 Opening balance 06-04-2018 Transfer / Sale 1,191 0.01 497,369 2.62 25-05-2018 Transfer / Purchased 13,000 0.07 510,369 2.69 23-11-2018 Transfer / Purchased 6,000 0.03 516,369 2.72 30-11-2018 Transfer / Purchased 15,000 0.08 531,369 2.80 14-12-2018 Transfer / Purchased 4,140 0.02 535,509 2.82 21-12-2018 Transfer / Purchased 2,500 0.01 538,009 2.84 04-01-2019 Transfer / Purchased 5,000 0.03 543,009 2.86 08-02-2019 Transfer / Purchased 4,660 0.02 547,669 2.89 15-02-2019 Transfer / Purchased 5,000 0.03 552,669 2.91 01-03-2019 Transfer / Purchased 30,000 0.16 582,669 3.07 31-03-2019 Closing Balance 582,669 3.07 30


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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 ADVISORS LLP 262,116 01-04-2018 13-07-2018 Transfer / Purchased 14,000 0.07 276,116 1.46 31.03.2019 Closing Balance 276,116 1.46 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 261,306 01-04-2018 Opening balance 06-04-2018 Transfer / Purchased 4,984 0.03 266,290 1.40 13-04-2018 Transfer / Sale 53 0.00 266,237 1.40 20-04-2018 Transfer / Sale 1,455 0.01 264,782 1.40 27-04-2018 Transfer / Sale 3,072 0.02 261,710 1.38 04-05-2018 Transfer / Sale 1,281 0.01 260,429 1.37 11-05-2018 Transfer / Sale 1,299 0.01 259,130 1.37 18-05-2018 Transfer / Sale 836 0.00 258,294 1.36 08-06-2018 Transfer / Purchased 5,549 0.03 263,843 1.39 22-06-2018 Transfer / Purchased 2,165 0.01 266,008 1.40 29-06-2018 Transfer / Purchased 2,637 0.01 268,645 1.42 06-07-2018 Transfer / Purchased 1,149 0.01 269,794 1.42 13-07-2018 Transfer / Purchased 832 0.00 270,626 1.43 20-07-2018 Transfer / Purchased 668 0.00 271,294 1.43 27-07-2018 Transfer / Sale 1,879 0.01 269,415 1.42 03-08-2018 Transfer/Purchased 512 0.00 269,927 1.42 10-08-2018 Transfer / Sale 12,000 0.06 257,927 1.36 24-08-2018 Transfer / Sale 506 0.00 257,421 1.36 31-08-2018 Transfer / Sale 1,140 0.01 256,281 1.35 07-09-2018 Transfer / Sale 282 0.00 255,999 1.35 14-09-2018 Transfer / Sale 29 0.00 255,970 1.35 21-09-2018 Transfer / Sale 2 0.00 255,968 1.35 28-09-2018 Transfer / Sale 628 0.00 255,340 1.35 05-10-2018 Transfer / Purchased 1,908 0.01 257,248 1.36 12-10-2018 Transfer / Purchased 996 0.01 258,244 1.36 26-10-2018 Transfer / Sale 487 0.00 257,757 1.36 02-11-2018 Transfer / Purchased 1,491 0.01 259,248 1.37 09-11-2018 Transfer / Sale 633 0.00 258,615 1.36 23-11-2018 Transfer / Sale 500 0.00 258,115 1.36 14-12-2018 Transfer / Sale 527 0.00 257,588 1.36 21-12-2018 Transfer / Sale 258 0.00 257,330 1.36 31-12-2018 Transfer / Sale 500 0.00 256,830 1.35 04-01-2019 Transfer / Purchased 737 0.00 257,567 1.36 25-01-2019 Transfer / Purchased 4,000 0.02 261,567 1.38 08-02-2019 Transfer / Sale 2,810 0.01 258,757 1.36 22-02-2019 Transfer / Purchased 2,508 0.01 261,265 1.38 08-03-2019 Transfer / Sale 2,705 0.01 258,560 1.36 15-03-2019 Transfer / Sale 92 0.00 258,468 1.36 31-03-2019 Closing Balance 258,468 1.36 31


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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 Balancedecrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company FRANKLIN TEMPLETON MUTUAL FUND A/C FRANKLIN INDIA PRIMA FUND 225,547 01-04-2018 Opening balance 20-04-2018 Transfer / Sale 766 0.00 224,781 1.19 27-04-2018 Transfer / Sale 11,234 0.06 213,547 1.13 14-12-2018 Transfer / Sale 2,010 0.01 211,537 1.12 21-12-2018 Transfer / Sale 3,250 0.02 208,287 1.10 31-12-2018 Transfer / Sale 239 0.00 208,048 1.10 04-01-2019 Transfer / Sale 90 0.00 207,958 1.10 01-03-2019 Transfer / Sale 1,499 0.01 206,459 1.09 31-03-2019 Closing Balance 206,459 1.09 SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT MIDCAP 168,102 01-04-2018 Opening Balance 08-06-2018 Transfer / Purchased 8,000 0.04 176,102 0.93 17-08-2018 Transfer / Purchased 3,000 0.02 179,102 0.94 30-11-2018 Transfer / Purchased 10,000 0.05 189,102 1.00 04-01-2019 Transfer / Purchased 700 0.00 189,802 1.00 15-02-2019 Transfer / Sale 3,830 0.02 185,972 0.98 01-03-2019 Transfer / Sale 6,676 0.04 179,296 0.95 31-03-2019 Closing Balance 179,296 0.95 AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS FOCUSED 25 FUND 116,947 01-04-2018 Opening balance 11-05-2018 Transfer / Purchased 1,814 0.01 118,761 0.63 15-06-2018 Transfer / Purchased 6,500 0.03 125,261 0.66 31-08-2018 Transfer / Purchased 1,862 0.01 127,123 0.67 21-12-2018 Transfer / Purchased 19,800 0.10 146,923 0.77 15-02-2019 Transfer / Purchased 1,000 0.01 147,923 0.78 22-02-2019 Transfer / Purchased 10,000 0.05 157,923 0.83 01-03-2019 Transfer / Purchased 31,000 0.16 188,923 1.00 08-03-2019 Transfer / Purchased 10,000 0.05 198,923 1.05 31-03-2019 Closing Balance 198,923 1.05 UTI-MID CAP FUND 82,772 01-04-2018 Opening balance 06-04-2018 Transfer / Purchased 1,076 0.01 83,848 0.44 13-04-2018 Transfer / Purchased 831 0.00 84,679 0.45 20-04-2018 Transfer / Purchased 1,260 0.01 85,939 0.45 27-04-2018 Transfer / Purchased 1,355 0.01 87,294 0.46 04-05-2018 Transfer / Purchased 3,369 0.02 90,663 0.48 11-05-2018 Transfer / Purchased 1,612 0.01 92,275 0.49 18-05-2018 Transfer / Purchased 1,895 0.01 94,170 0.50 27-07-2018 Transfer / Purchased 2,845 0.01 97,015 0.51 24-08-2018 Transfer / Purchased 729 0.00 97,744 0.52 14-09-2018 Transfer / Sale 1,082 0.01 96,662 0.51 19-10-2018 Transfer / Purchased 1,641 0.01 98,303 0.52 31-03-2019 Closing Balance 98,303 0.52 32


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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 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE MNC FUND 62,937 01-04-2018 Opening balance 31-03-2019 Closing Balance 62,937 0.33 MOTILAL OSWAL MIDCAP 30 FUND - 01-04-2018 Opening Balance 01-02-2019 Transfer / Purchased 60,000 0.32 60,000 0.32 31-03-2019 Closing Balance 60,000 0.32 VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS 55,399 01-04-2018 Opening Balance 04-05-2018 Transfer / Sale 200 0.00 55,199 0.29 11-05-2018 Transfer / Sale 190 0.00 55,009 0.29 1-6-2018 Transfer / Sale 150 0.00 54,859 0.29 22-06-2018 Transfer / Sale 327 0.00 54,532 0.29 29-06-2018 Transfer / Sale 660 0.00 53,872 0.28 06-07-2018 Transfer / Sale 270 0.00 53,602 0.28 13-07-2018 Transfer / Sale 430 0.00 53,172 0.28 16-11-2018 Transfer / Purchased 165 0.00 53,337 0.28 23-11-2018 Transfer / Purchased 429 0.00 53,766 0.28 07-12-2018 Transfer / Purchased 209 0.00 53,975 0.28 21-12-2018 Transfer / Purchased 594 0.00 54,569 0.29 01-02-2019 Transfer / Purchased 522 0.00 55,091 0.29 08-02-2019 Transfer / Purchased 1,665 0.01 56,756 0.30 29-03-2019 Transfer / Purchased 207 0.00 56,963 0.30 31-03-2019 Closing Balance 56,963 0.30 33


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    WABCO INDIA LIMITED VIII. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment (Rs. In Lakhs) Particulars Secured Loan Unsecured Deposits Total Excluding Deposits Loans Indebtedness Indebtedness at the beginning of the financial year 1.4.2018 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 - 31.3.2019 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: ($ In Lakhs) Sl. No. Particulars of Remuneration Name of MD / WTD / Manager Mr. P. Kaniappan, Managing Director 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 131.61 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 100.37 (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 9.90 Performance Bonus # 107.18 Total (A) 349.06 Ceiling as per the Act 2,059.21 * Benefit arising out of participation in M/s WABCO Holdings Inc., RSU / PSU schemes is included in value of perquisites. # Performance bonus includes the amount of Long term incentive paid once in three years. B. Remuneration of other directors: Independent Directors Name of Independent Directors Total Amount Particulars of Remuneration M Lakshminarayan Narayan K Seshadri Dr. Lakshmi Venu ($ in Lakhs) Fee for attending board and committee meetings and Independent Directors meeting 2.6 2.4 1.0 6.0 Commission @ 14.0 14.0 14.0 42.0 Others – – – – Total (1) 16.6 16.4 15.0 48.0 34


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    WABCO INDIA LIMITED Other Non-Executive Directors: ($ in Lakhs) Other Non-Executive Directors Total Amount Fee for attending board and committee meetings Commission NIL Others Total (2) – – – – Total B = (1+2) 48.0 Ceiling as per the Act 411.84 No sitting fee and commission paid to Non-executive and non-independent directors of the Company. @ will be paid after adoption of accounts at the ensuing Annual General Meeting. C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD ($ 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 70.74 21.52 92.25 (b) Value of perquisites under Section 17(2) Income Tax Act, 1961 22.13 – 22.13 (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 4.19 1.02 5.21 Performance Bonus 18.31 2.80 21.11 Total (C) 115.36 25.34 140.71 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 35


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    WABCO INDIA LIMITED Form No. AOC - 2 Annexure - 4 (Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) 1. Details of contracts or arrangements or transactions not at arm's length basis: Nil 2. Details of material contracts or arrangement or transactions at arm's length basis. ($ 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 01.04.2018 to 31.03.2019 Mark-up on cost of raw 17.05.2018 30989.05 Components materials, conversion cost WABCO Europe BVBA, Rendering of services 01.04.2018 to 31.03.2019 Mark-up on cost of salary, rent 17.05.2018 12,116.82 a fellow subsidiary Fee for Intellectual property 01.04.2018 to 31.03.2019 Royalty @ 4% p.a. on net sales 17.05.2018 7,342.42 Reimbursement of expenses 01.04.2018 to 31.03.2019 Actuals 17.05.2018 215.98 Note: There is no advance amount paid. Net sales: Total product sales less inter-company sales and inter-company purchases. Annexure - 5 The details of top ten employees in terms of remuneration drawn during the financial year 2018-19 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, Engg. 59 37 3,49,05,794 Sundaram-Clayton Ltd. (Warwick), Executive MBA 2. R S Rajagopal Sastry 31/8/2015 Chief Financial Officer B.Com, AICWA, ACS 49 31 1,15,36,018 R Stahl (I) Private Ltd 3. Dinesh Shyamsundar 02/09/2011 Leader, WABCO B.E. Electronics & 56 33 1,42,40,014 Varrac Engineering Pvt.Ltd Technology Instrumentation Center of India 4. M S Ravikumar 20/2/2008 Leader, Integrated A.M.I.E, M.Sc, PGXPM 53 32 1,14,48,398 Sundaram-Clayton Ltd. Supply Chain 5. S G Balagurunathan 20/2/2008 Leader, Global B.Sc(AS), B.Tech(EE) 54 32 1,14,27,949 Sundaram-Clayton Ltd. Business Services & MBA (IT) 6. V Ramanathan 22/01/2007 Leader, OE Marketing B.E Mechanical, MBA 50 32 1,04,43,717 Maruti Udyog Ltd. 7. Ganesamoorthy 20/02/2008 Leader, Engineering M.Tech 50 23 92,01,567 Sundaram-Clayton Ltd. Arumugam 8. Sivakumar 20/2/2008 Vice President - MBA, Engg 57 36 77,16,947 Sundaram-Clayton Ltd. Sathiyasekaran Aftermarket Diploma 9. Ramkumar K 20.01.2006 Chief Manufacturing B.E (Mech) 50 28 1,01,54,129 Bajaj Auto Ltd. Engineer 10. Balaji P 25.07.2007 Chief engineer B.Tech (ECE) 43 22 64,75,443 Siemens Medical Solutions, California, U.S.A Notes: 1. Remuneration shown above includes Salary, Allowance, Medical, Leave Travel 5. No employees other than the employees mentioned above were in receipt of Assistance, Leave Encashment, Arrears of Salary, Bonus, contribution towards remuneration during the financial year in excess of rupees one crore and two lakh per Provident Fund,Gratuity, value of perquisites and benefit arising out of participation year or rupees eight lakh and fifty thousand per month. in M/s WABCO Holdings Inc., RSU / PSU schemes as per income tax rule. 2. Nature of employment is contractual. P KANIAPPAN NARAYAN K SESHADRI 3. None of the above employee is related to any director of the Company. Managing Director Director 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 Chennai Director 25th May 2019 36


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    WABCO INDIA LIMITED Annexure -6 Form No. MR-3 Secretarial Audit Report for the financial year ended 31st March 2019 [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, 1.2. During the period under review, and also considering the The Members of compliance related action taken by the Company after 31st WABCO India Limited, CIN: L34103TN2004PLC054667 March 2019 but before the issue of this report, to the best of our Plot No. 3 (SP), III Main Road, knowledge and belief and based on the records, information, Ambattur Industrial Estate, Chennai 600058 explanations and representations furnished to us, the Company's compliance with the said applicable provisions/ clauses of the We have conducted a Secretarial Audit of the compliance of applicable Acts, Rules, Regulations, Standards and Agreements are as statutory provisions and adherence to good corporate practices by WABCO set out hereunder. INDIA LIMITED (hereinafter called "the Company") during the financial year from 1st April 2018 to 31st March 2019 ("the year"/ "audit period"/ 1.3. The Company has generally complied with the following: "period under review"). (i) The Companies Act, 2013 and the rules made thereunder ("the Act"). We conducted the Secretarial Audit in a manner that provided us a reasonable basis for evaluating the Company's corporate conducts/ (ii) The Securities Contracts (Regulation) Act, 1956, and the statutory compliances and expressing our opinion thereon. rules made thereunder. (iii) The Depositories Act, 1996, and the regulations and bye- We are issuing this report based on: laws framed thereunder. (i) Our verification of the books, papers, minute books and other records (iv) The Foreign Exchange Management Act, 1999, and the maintained by the Company and furnished to us, forms / returns filed rules and regulations made thereunder, to the extent of and compliance related action taken by the Company during the year Foreign Direct Investment (FEMA); as well as after 31st March 2019 but before the issue of this audit (v) The Securities and Exchange Board of India (Substantial report; Acquisition of Shares and Takeovers) Regulations, 2011 (ii) Our observations during our visits to the registered office and one of (SAST); the factories of the Company; (vi) The Securities and Exchange Board of India (Prohibition (iii) Compliance certificates confirming compliance with all laws applicable of Insider Trading) Regulations, 2015; to the Company given by the key managerial personnel / senior (vii) The Securities and Exchange Board of India (Listing managerial personnel of the Company and noted by the Board of Obligations and Disclosure Requirements) Regulations, Directors; and 2015 (LODR); and the listing agreements entered into by (iv) Representations made, documents shown and information provided the Company with the National Stock Exchange of India by the Company, its officers, agents and authorised representatives Limited (NSE) and BSE Limited (BSE) (Agreements). during our conduct of the Secretarial Audit. (viii) The following laws which were specifically applicable to We hereby report that, in our opinion, during the audit period covering the Company: the financial year ended on 31st March 2019, the Company: (a) The Special Economic Zones Act, 2005 and the rules (i) has complied with the statutory provisions listed hereunder; and made thereunder (for the units located in a Special (ii) has Board processes and compliance mechanism in place Economic Zone, also referred to as "SEZ laws"); and to the extent, in the manner and subject to the reporting made (b) The Software Technology Parks Scheme based on hereinafter. Foreign Trade Policy of the Department of Commerce, Government of India (specially applicable in respect The members are requested to read this report along with our letter of the Company's unit located in an STPI, also referred of even date annexed to this report as Annexure - A. to as "STPI laws"). 1. Compliance with specific statutory provisions (ix) Secretarial Standards issued by The Institute of Company We further report that: Secretaries of India (Secretarial Standards) in respect of 1.1. We have examined the books, papers, minute books and other Meetings of the Board of Directors (SS-1) to the extent applicable records maintained by the Company and the forms, returns, to Board meetings held during the year General Meetings (SS- reports, disclosures and information filed or disseminated during 2) to the extent applicable to the 14th Annual General Meeting the year, according to the applicable provisions/ clauses of the held on 27th July 2018. Acts, Rules, Regulations, Standards and Agreements set out 1.4. The Company was not required to comply with the following on hereunder. account of the non-occurrence of events during the year: 37


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    WABCO INDIA LIMITED (i) Foreign Exchange Management Act, 1999, and the rules years from 1st April, 2019 to 31st March 2024, subject to and regulations made thereunder to the extent of Overseas the approval of the shareholders; Direct Investment and External Commercial Borrowings (iii) Appointment of two Additional directors (Non-Executive (FEMA); and Non-Independent), effective 29th January 2019; (ii) The Securities and Exchange Board of India (Registrars (iv) Resignation of two directors (Non-Executive and Non- to an Issue and Share Transfer Agents) Regulations, 1993, Independent), effective 29th January, 2019. regarding the Companies Act, 2013, and dealing with client; 2.5 Adequate notice was given to all the directors to enable them to (iii) The Securities and Exchange Board of India (Buy-Back of plan their schedule for the Board meetings. Securities) Regulations, 1998, which was replaced by 2.6 In respect of Board meetings held during the year, Notice, Securities and Exchange Board of India (Buy-Back of Agenda and detailed notes on agenda were sent either 7 (seven) Securities) Regulations, 2018 (with effect from 11th days in advance or at a shorter notice, at all of which meetings September 2018); atleast 1 (one) Independent Director was present. However, (iv) The Securities and Exchange Board of India (Issue and the following items were either circulated separately or at the Listing of Debt Securities) Regulations, 2008; Board meetings: (v) The Securities and Exchange Board of India (Issue of (i) Supplementary agenda notes and annexures in respect Capital and Disclosure Requirements) Regulations, 2009, of unpublished price sensitive information such as audited which was replaced by the Securities and Exchange Board accounts/ results, unaudited financial results and of India (Issue of Capital and Disclosure Requirements) connected papers; and Regulations, 2018, with effect from 10th November 2018 (ii) Additional subjects/ information/ presentations and (ICDR); supplementary notes. (vi) The Securities and Exchange Board of India (Delisting of 2.7 A system exists for directors to seek and obtain further Equity Shares) Regulations, 2009; information and clarifications on the agenda items before the (vii) The Securities and Exchange Board of India (Share Based meetings and for their meaningful participation at the meetings. Employee Benefits) Regulations, 2014; 2.8 We are informed that at the Board meetings held during the (viii) Secretarial Standards on Dividend (SS-3) issued by the year: Institute of Company Secretaries of India, since it is not (i) Majority decisions were carried through; and mandatory; and (ii) No dissenting views were expressed by any Board member (ix) Secretarial Standards on Board's Report (SS-4) issued by on any of the subject matters discussed, that were required the Institute of Company Secretaries of India, since it was to be captured and recorded as part of the minutes. issued only on 1st October 2018, after approval of the Report of the Board of directors for the financial year ended 3 Compliance mechanism 31st March 2018. We further report that: 2. Board processes: 3.1 There are reasonably adequate systems and processes in the We further report that: Company, commensurate with the Company's size and 2.1 The constitution of the Board of Directors of the Company during operations, to monitor and ensure compliance with applicable the year was in compliance with the applicable provisions of the laws, rules, regulations and guidelines. There is scope for Act and LODR. improvement in the compliance systems and processes, keeping pace with the growth in operations and increasing statutory 2.2 As on 31st March 2019, the Board has: requirements. (i) One Executive Director; 4 Specific events / actions (ii) Four Non-Executive Non-Independent Directors; and We further report that: (iii) Three Independent Directors. 4.1 The following specific events/actions arose during/ immediately 2.3 The Board has two women directors, one of whom is an after the audit period, having a major bearing on the Company's Independent Director and one a Non-Executive Non- affairs in pursuance of the above referred laws, rules, regulations Independent director. and standards: 2.4 The processes relating to the following changes in the 75% of the voting share capital in the Company is held by composition of the Board of Directors during the year were WABCO Asia Private Limited, Singapore, which is an indirect carried out in compliance with the provisions of the Act and subsidiary of WABCO Holdings Inc., USA, (WABCO US) the LODR: ultimate holding company. On 28th March 2019, WABCO US, (i) Re-appointment of Director retiring by rotation at the 14th entered into a Merger Agreement with ZF Friedrichshafen AG, Annual General Meeting held on 27th July 2018; Germany (ZF). The execution of the said Merger Agreement (ii) Re-appointment of two Independent Directors by the Board, would amount to an indirect acquisition of 1,42,25,684 equity one for a period of one year from 1st April 2019 to 31st shares of the Company, constituting 75% of its total voting share March, 2020 and the other for a period of five consecutive capital by ZF from WABCO US. This has triggered an open 38


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    WABCO INDIA LIMITED offer under Regulation 3(1), 4 and 5(1) of SEBI SAST. ZF has receipt of requisite regulatory clearances and approvals in accordingly made a public announcement to the public various jurisdictions and other customary conditions. shareholders of the Company on 2nd April, 2019, for the For S Krishnamurthy & Co., acquisition of upto 47,41,900 fully paid up equity shares of the Company Secretaries, face value of $ 5 each, constituting 25% of the voting share K. Sriram capital of the Company at an offer price is $ 6,318 per Equity Partner Share. As per the Public Announcement, the completion of the Date : 25th May 2019 Membership No: F6312 Open Offer will be subject to certain conditions, including the Place : Chennai Certificate of Practice No:2215 Annexure – A to Secretarial Audit Report of even date To, statutory authorities / dissemination of information to stock exchanges, The Members of we have also considered compliance related action taken by the WABCO India Limited, CIN: L34103TN2004PLC054667 Company after the relevant due dates, but before the issue of this Plot No. 3 (SP), III Main Road, Ambattur Industrial Estate report. As regards compliance related actions of the Auditors in Chennai - 600058 relation to the Company, we have relied on their confirmation. 5. We have verified the secretarial records furnished to us on a test Our Secretarial Audit Report (Form MR-3) of even date for the financial basis to see whether the correct facts are reflected therein. We also year ended 31st March 2019 is to be read along with this letter. examined the compliance procedures followed by the Company on 1. The Company's management is responsible for maintenance of a test basis. We believe that the processes and practices we followed secretarial records and compliance with the provisions of corporate provide a reasonable basis for our opinion. and other applicable laws, rules, regulations and standards. Our 6. We have not verified the correctness and appropriateness of financial responsibility is to express an opinion on the secretarial records records and books of accounts of the Company. produced for our audit. 7. We have obtained the Management's representation about 2. We have followed such audit practices and processes as we compliance of laws, rules and regulations and happening of events, considered appropriate to obtain reasonable assurance about the wherever required. correctness of the contents of the secretarial records. 8. Our Secretarial Audit report is neither an assurance as to the future 3. While forming an opinion on compliance and issuing this report, we viability of the Company nor of the efficacy or effectiveness with which have taken an overall view based on the compliance process / the management has conducted the affairs of the Company. procedures followed by the Company and also considered compliance related action taken by the Company after 31st March 2019 but before For S Krishnamurthy & Co., the issue of this report. Company Secretaries, 4. We have considered compliance related actions taken by the Company based on independent legal/ professional opinion/ K. Sriram certification obtained as being in compliance with law, wherever there Partner was scope for multiple interpretations. Further, with reference to Date : 25th May 2019 Membership No: F6312 compliance related actions in the nature of filing of returns with Place : Chennai Certificate of Practice No:2215 Certificate from Company Secretary in Practice (In terms of Regulation 34(3) read with Schedule V Para C(10)(i) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, 2. Our verification of the disclosures/ declarations/ confirmations The Members of provided by the directors to the Company; and WABCO India Limited, CIN: L34103TN2004PLC054667 3. Information, explanation and representations provided by the Plot No. 3 (SP), III Main Road, Ambattur Industrial Estate Company, its directors/ officers/ agents. Chennai - 600058 This certificate is neither an assurance as to the future viability of the We hereby certify that none of the directors on the Board of WABCO Company nor of the efficacy or effectiveness of the corporate governance INDIA LIMITED ('the Company') as on 31st March 2019, have been processes followed by the Company. debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (SEBI) or For S Krishnamurthy & Co., the Ministry of Corporate Affairs, Government of India (MCA). Company Secretaries, We are issuing this certificate based on the following, which to the best of K. Sriram our knowledge and belief were considered necessary in this regard: Partner 1. Our verification of the information relating to the directors available Date : 25th May 2019 Membership No: F6312 in the official web site of MCA; Place : Chennai Certificate of Practice No:2215 39


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    WABCO INDIA LIMITED Management Discussion and Analysis Report The Company is a leading supplier of technologies and services that improve safety, efficiency and connectivity of commercial vehicles in India. Powered by its vision for accident-free driving and greener transportation solutions, the company excels in pioneering breakthrough innovations that bring industry-leading solutions to the commercial vehicle industry in India and worldwide. The commercial vehicle industry is undergoing fast paced changes paving way for technologically advanced smart vehicles. Anticipating this, the Company's focus has been on three key domains of innovation namely Autonomous Connected & Electric (ACE) technologies for commercial vehicles. India is recognized as the fastest growing economy in the world. Driven by the underlying economic growth, increasing consumption demand, mass urbanization, focus on strengthening infrastructure, investment in renewable energy alternatives etc., India is poised to become the third largest consumer economy by 2025. I. Industry Structure and Development: i. GDP growth and Indian economic outlook: The Reserve Bank of India (RBI) in their Bi-monthly monetary policy has projected a GDP growth of 7.2% in 2019-20 compared to 6.8% in 2018-19. 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 e GDP Growth in % 7.2 7.6 7.1 6.6 6.8 7.2 India is recognized as the fastest growing economy in the world, despite the strong headwinds during the last fiscal caused by a liquidity crisis because of an NBFC failure. The continuing effects of the headwinds of second half of 2018-19 may result in a subdued Q1 for FY 2019-20, with an anticipated pick up during the second quarter. This acceleration is expected to come from low oil prices and easing up of infrastructure roadblocks. The possible down sides to 2019-20 may result from uncertain oil prices, and drop in global economic activity which may affect India's exports. India's focus in the coming year is expected to be largely on strengthening infrastructure, investment in renewable energy alternatives and capitalizing on the fact that India is poised to become the third largest consumer economy by 2025. INFLATION: Consumer price index (CPI) inflation for 2019-20 is projected to be at 4% INTEREST RATES: The Monetary Policy Committee (MPC) has decided to fix the repo rates at 6% ii. Indian Commercial Vehicle Industry: the year 2019-20 and is projected to grow at a CAGR of The commercial vehicle (CV) industry is always considered about 14%, in value terms, over the course of the next to be the barometer of the Indian economic activity. The five years. overall CV industry recorded a 17.6% year on year growth Expected pre-buying during 2019-20 on account the BS-VI during 2018-19. Medium & Heavy Commercial Vehicles mandate (1st April 2020) may play a major role in creating (M & HCVs) grew by 14.4% and Light Commercial Vehicles demand during 2019-20. Considering the upgrade costs, (LCVs) grew by 19.4% during the year 2018-19 when OEMs are expected to begin phasing out older models, compared to the same period last year. The first half of essentially leading to a technological shift in the market. 2018-19 witnessed good growth driven by the increased (Figures in units) demand from the construction, mining & e-commerce Category 2017-18 2018-19 Growth industry. However during the second half the liquidity crisis and the increased axle load regulation had a negative M & HC V Production 3,71,633 4,74,385 27.6% impact on demand thereby effecting sales of commercial M & HC V Sales 3,67,822 4,20,923 14.4% vehicles. The first half of 2019-20 is expected to be sluggish with II. Opportunities & Threats a recovery during the second half of the year. Investments During the year gone by, the company took focused efforts to into the proposed infrastructure projects, revival of increase the revenues through structured introduction of new products construction and mining sectors, growth in tourism industry leading to an increase in the vehicle content, increased technology are likely to push the demand for commercial vehicles. The penetration and foraying into new advanced domains of commercial CV industry is expected to grow by about 10-12% during vehicle technology. 40


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    WABCO INDIA LIMITED As a full system supplier, the company can uniquely connect truck, expanding and currently the company has around 280 service trailer, cargo, drivers, business partners and fleet operator's real centers with pan India presence to cater to the customer time so as to empower the fleets to significantly enhance safety requirements. To improve the customer reach, mobile smart and operational efficiency.The Company has leapfrogged in the catalogue application has been launched and so far approximately space of telematics and has been successful in becoming one of 14,500 customers have been connected. These initiatives would the leading suppliers of fleet management solutions to two major result in improved service practices, availability of genuine parts global OEMs in India. The company launched the Automotive and generate additional revenue for the company. Indian Standard (AIS) 140 complaint Fleet Management Solution Given the growth opportunities that are available in the commercial (FMS) device so as to help the commercial vehicle industry to vehicle industry we expect the activity levels of the competitors meet the specification of the GoI for Public transport vehicles. To to be on the rise. better support the OEMs when the regulation for increased axle load was effected, the company introduced larger sized compressors. III. Risks and Concerns During the course of the year, the application of the Automated The cyclical nature of the Indian commercial vehicle industry Manual Transmission technology (AMT) of the company saw a presents its own risk to the business. The operating expenses steady growth as many OEMs in India extended its application are likely to rise with the expected increase in prices of key raw to their various other vehicle platforms. The Company was also materials. the strategic technology development partner for one of the leading agricultural tractor OEMs in India and was successful in STEEL demonstrating the concept of an automated tractor by integrating Steel demand in India is expected to grow above 7% in the AMT, brake control, and steering technologies. current as well as next year, according to the World Steel In line with its vision of "Saving lives; protecting the environment", Association. The global steel demand may reach 1,735 MT in the company introduced the Diesel Exhaust Fluid (DEF) which 2019, a rise of 1.3% over 2018. In 2020, the demand is projected helps in the reduction of NOx gases in the vehicle exhaust. to grow by 1% to 1,752 MT. In developed economies, steel The Anti-Lock Brake Systems (ABS) legislation for M3 and N3 demand grew by 1.8% in 2018 following a resilient 3.1% growth vehicles got implemented from the third quarter of 2015-16 that in 2017. The demand is further expected to decelerate to 0.3% resulted in increased business. Other advanced active safety features in 2019 and 0.7% per cent in 2020, reflecting a deteriorating will become mandatory in the near future and there are numerous trade environment. discussions ongoing in terms of promulgating legislation to this Steel demand in emerging economies, excluding China, is expected effect during the course of next few years. The Company to grow by 2.9% and 4.6% in 2019 and 2020, respectively. In looks forward to the following strategic opportunities in the coming India, wide range of continuing infrastructure projects is likely to years. support growth in steel demand. In developing economies in Asia, • Partner with Trailer customers for implementing 100% TABS excluding China, the demand is expected to grow by 6.5% and and penetrating Intelligent Trailer Program products 6.4% in 2019 and 2020 respectively, making it the fastest-growing • Technical / Homologation support for advanced technology region in the global steel industry. products The knock-on effect of the trade wars has been keeping pressures • Leverage / expand its manufacturing footprint to ensure increase on steel prices across the globe. Global trade volumes have customer centricity slumped for the first time in nine years. As a result, exports are slowing down leading to a rise in domestic inventory buildup. • Penetration road map for newer technologies like Electronic Domestic steel demand has also softened in recent months, Stability Control (ESC), Advanced Driver Assistance Systems which is expected to improve. (ADAS) and active steering Demand from one of the largest consumers of flat steel, the • Doors with door control system, air suspension systems, automobile sector, is likely to be curtailed going forward. Auto • Increase the share of market for Diesel Exhaust Fluid (DEF) sales have been contracting which is leading to an inventory post BS-VI implementation build-up in the auto sector. Weak automotive demand, coupled Anticipating evolutionary changes in the traditional aftermarket with rising threat from imports and unattractive export markets business models, the company is striving to introduce new revenue have put flat steel producers at higher risk compared to long models like technical service stations at OEM dealer points and producers. In 2019, global auto production will continue to major fleets across the country, leveraging the wave of digitalization decelerate to 1% growth with stabilization expected only in 2020. by better utilizing the e-commerce models and other initiatives to The weight and engine power of vehicles has been on the rise, be ahead of the curve. prompting a greater demand for stronger components across Distributors are continuing to increase their presence in B & C body frame, brake and suspension. In this context, the auto towns resulting in increased availability of genuine spare parts in industry is seeing an increasing application of advanced materials far flung locations. The authorized service center network is for light weighting materials such as high-strength steel (HSS), 41


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    WABCO INDIA LIMITED aluminum, magnesium and carbon fiber. Light weighting gains by the audit committee of the Board of Directors. Concerns if particular importance in the case of Electric Vehicles as it directly any are reported to the Board. reduces the power demand on the battery, increases battery Since the ultimate parent company is listed at the NASDAQ, SoX range, reduces the charging cycles and enhances battery life. compliances are also part of the company's annual compliance This is pushing up demand for aluminum and high speed steel mechanism which adds an additional layer of testing and checking (HSS). By 2030, the share of HSS in the material costs of a of adequate internal controls and process controls. vehicle is expected to double. Rising trade tensions and volatile currency movements are V. Operations review increasing the uncertainties in the global steel industry. Existing anti-dumping and countervailing duties have been rendered A. Manufacturing ineffective by the volatility in steel prices. During 2018-19 following the company's operating system framework, and as a response to the prevailing volatile, ALUMINIUM uncertain, complex and ambiguous environment, the Globally, aluminum is the second most consumed metal after integrated supply chain took concentrated efforts to augment steel and has a variety of industrial applications. China accounts manufacturing capacity through plant expansions at the for nearly 60 percent of global aluminum output. The global Mahindra World City and Jamshedpur. Additionally a average per-capita consumption of aluminum is 80 kg and 25- memorandum of understanding has been inked with the 30 kg in India, thus providing huge opportunities for aluminum Government of Tamil Nadu for expansion and industrial demand to pick-up. land has been allocated to the company at the Special As an ominous forerunner of the risks ahead in 2019, LME Economic Zone in Ranipet. Executing the integrated supply aluminum prices suffered massive downward pressure in 2018, chain strategy to improve service levels and responsiveness falling by 17.4% in a persistent downtrend throughout most of to customers, certain manufacturing lines were transferred the year except during a brief period in April. Macroeconomic to plants which are in proximity to the customers. Focused uncertainties led to corrections in global prices of aluminum in efforts were made to enhance productivity and quality through the last one year. It is further said that the production growth lean tools and facility upgradation programs. of the said material was even lower than the rise in demand. The Company's manufacturing facilities, build on its strong The global consumption growth of aluminum during the first fundamentals of Total Quality Management (TQM), Total quarter of 2019 was muted at 1.4 percent as against 4 percent Productive Maintenance (TPM) and Lean Manufacturing in 2018. Despite muted consumption levels, markets of the said has best-in-class practices for safety, work environment, metal continued to remain in deficit in this period, with shortages water and energy conservation deployed companywide to in fact expanding on a Y-o-Y basis, as production growth was achieve significant improvement in productivity and reduction even lower than the growth in demand. in manufacturing cost. During the year, Jamshedpur and Mahindra World City plants received TPM Excellence and We expect aluminum prices to take support and trade higher in TPM Consistency award respectively from Japan's Institute the near term as China's Aluminum producers are expected to of Plant Maintenance (JIPM). cut at least another 8,00,000 MT per year of smelting capacity in the coming months. The Company has an internal digital taskforce which comprises Gen Y & Gen Z talents who work under the Risk Management: guidance of the leadership team to implement smart manufacturing concepts of industry 4.0 thereby making the The Company has laid down procedures for risk assessment and plants future ready. Low Cost Automation, Robotic Process mitigation actions. The Board has constituted a Risk Management Automation, Industrial Internet of Things, Traceability Committee to look into the aspects of risk management and Systems, Machine / Computer Vision etc., have been also periodically review it, to ensure that executive management, controls extended to the entire value chain. risk through means of a properly defined framework. Risks identified and mitigation measures are periodically checked by the internal During the year, focus was also on strengthening the overall audit team and are communicated to the Board of Directors. inventory process from ingress to egress including stepping up the control environment around inventory counting through IV. Internal control system and their adequacy dedicated management focus in addressing root causes of identified issues, training and transforming mindset, better The Company has proper and adequate systems of internal deployment of personnel and improving the overall control to ensure that all assets are safeguarded and protected accountability environment. against loss from unauthorized use or disposition thereof. All transactions are authorized, recorded and reported correctly. The "WIN 2.0" was a transformation initiative intended towards internal controls are checked by internal auditors. Observations changing the mindset of employees at all levels, all functions made by them, management actions and time frames are reviewed across locations to achieve global standards of performance. 42


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    WABCO INDIA LIMITED This initiative, now widely and deeply imbibed in employees (ACMA), Confederation of Indian Industry (CII), National has already started yielding visible results in all areas of Institution for Quality and Reliability (NIQR), Indian Machine operations. This transformation has been acknowledged by Tool Manufacturers Association (IMTMA), Quality Circle key customers with awards. During the year company Forum of India (QCFI), Indian National Suggestions Schemes' received "Supply Chain and Logistics Excellence" award Association (INSSAN) and have won various prizes under category "Best Technology Adoption" from CII and demonstrating their passion and innovation in various areas Institute of Logistics for its focused effort on improving of excellence in quality & manufacturing which are given logistics efficiency with use of technology. This is the third below. time in a row that the company has been presented with Notably, a QCC team from Ambattur plant had won the this accolade. gold award in an international QCC competition conducted by Singapore Productivity Association in Singapore. The B. Quality team qualified for the international QCC competition by The quality systems in the company aim at achieving total winning the regional and national level QCC competitions. customer delight through its focus on improving product quality confirming to world class standards. This is achieved a. 1st, 2nd & 3rd prizes in ACMA Quiz competition Ambattur through inculcation of quality mindset and transformation & Mahindra World City teams among employees. The Company is at 15 PPM for the year b. QCC Gold award in Raipur RUDRA QCC & RAINBOW 2018-19. Customers continue to expect the industry bench QCC teams mark of Zero PPM. To meet the ever evolving customer c. First Prize in HR best practice award from ACMA requirements it is necessary to standardize the process, southern region operate with right competency / skills of the workforce to d. CII Scale award for logistics excellence consistently supply right quality of products. e. First Prize in Quality category in ACMA southern region Six sigma tools are used and projects are rolled out for KAIZEN award each customer to meet their requirements and to standardize f. Par excellence award in QCFI'S SIT/CFT Competition all critical production lines. Deploying "VDA6.3" and "VDA6.5" by Ambattur team process and product requirements, product safety standards and IATF 16949 helped the company to eliminate the g. 1st Prize in CII eastern regional QCC competition by defects significantly. Jamshedpur team h. Platinum award in QCFI'S 5s competition by Ambattur Project quality along with product engineering quality team achieved 100% customer PPAP "First Time Right". Significant efforts were put in to improve product quality which ensured i. Platinum award in ABK AOTS DOSAKAI QCC that there was no recall of products or service campaign competition by Ambattur & Mahindra World city teams during the year. j. Silver award in CII Digitalization, Robotics & Automation competition by Ambattur team Total Quality Management is a way of life at the Company. As part of this, 100% participation in total employee k. Silver award in QCFI'S SHE Competition by Mahindra involvement has been successful for the past two decades. world city SHE team Employees across all plants were involved and have completed 250 quality control circle projects, 111 supervisory C. Cost management improvement team projects and cross functional team The company continues its focus on upgrading the projects by applying statistical tools, including Six Sigma robustness of cost control mechanisms and capabilities in (DMAIC and DMADV) and Quick Response Six Sigma all activities, especially procurement, operational expenses (QR6S) methodology during the year. Over 105,978 and manufacturing. The Company realizes that better cost suggestions have been implemented by all employees management is the key differentiating factor in this throughout all the plants, including trainees. Employee competitive environment, the prime strategies are value suggestion scheme is in force at all plants and employees creation through design improvement, localisation of inputs implement suggestions under productivity, quality, cost, and products and conversion cost productivity. delivery, safety and morale categories. In order to foster Cross functional teams are formed with members from employee engagement across all plants, interplant quality various functions like product engineering, manufacturing circle and six sigma competitions were conducted and best & sourcing to focus on identified cost reduction projects. teams were recognized. The Company continues to find best cost supplier across Quality control circle, cross functional teams of employees continents leveraging the global platform in an endeavor participated in external competitions conducted by industry to become best cost supplier to our customers. Key focus bodies, Automotive Component Manufacturers Association area is process improvement through technical collaboration 43


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    WABCO INDIA LIMITED with leading suppliers to continuously keep the costs at place to retain and provide fast track growth for high potential optimal levels. employees. Internal talent mobility rate which is at 59% is one of the key engagement driver ensuring employees to move and D. Information Technology grow within WABCO group across functions, businesses, and A digital transformation drive was initiated during the last countries. The Company’s voluntary turnover rate is at 6.95%, year under 3 major areas - enterprise transformation, digital while similar industry attrition rates are at an average of 9.9%. transformation and enterprise security. As a part of this Induction program to orient new joiners continues to be one of numerous analytics & robotic process automation projects the focus areas and was revamped during the year. A kit containing have been initiated and are in various stages of branded merchandise has been introduced for new joiners implementation and maturity for various departments viz., containing policy manuals, code of conduct etc., which has helped product sales, fleet management, quality, Manufacturing & provide a wow feel to the new joiners. Familiarization of the Code Logistics. The analytics projects and robotics process of conduct program is also a part of the induction program so automation tools are focused to help improve sales and that they can better understand the importance of complying with reduce operation costs. Pilot projects have been rolled out the code and policies of the company. in the shop floor with focus towards Industry 4.0 and transformation into smart factory encompassing energy To strengthen the existing talent hiring strategy and to stay at management / optimization, integrated production par with the market and other geographies in the group regarding management system, predictive maintenance etc. practices on probation period, the probation policy was amended to include 6 months as the probation period for the employee IT security awareness campaigns have been carried out grades up to E7/6B and no probation for the grade M1/7A and for all employees for protection against ransom ware, phishing above. and data security. To ensure IT security at all locations, various cyber & data security initiates have been carried The company's culture is a pillar of differentiation. Known as "The out during the year as per the WABCO group security road PACEmakers' the culture has its own unique identity to help map and directions including inspire and align the rapidly growing team. The PACEmakers guide personnel to nurture specific behaviors that are critical to • Assessment and Certification of the IT department and help power continued success; behaviors that encourage the Big Data Analytics Center at Ambattur plant as per unleashing passion, use diverse talents to the greatest effect and ISO/IEC 27001:2013 standard for Information Security work together in a rich environment of creativity and collaboration. Management. These behaviors include 1) Be Authentic, 2) Foster Engagement, • Security restriction applied across the organization for 3) Leverage Difference, 4) Cultivate Collaboration & 5) Be new USB ports to avoid data theft. Accountable. Workshops were conducted for employees across • Enabling data leak protection for all users. functions to understand the pacemaker behaviors and live them to the best of their abilities. • Enabling security hardening and windows re-imaging for all industrial computers at the shop floor. "Talk 2Me", "Women's Forum" and "Blue Collar Contact Program" initiatives have helped to build strong bottom up communication VI. Human Resource Development and ensures healthy industrial relations climate across all locations The company focuses on attracting and retaining best talent and resulting in zero man hour loss. New joiners get together program enjoys a good brand image across leading educational institutions addressed by the Managing Director serves as a platform to and talent pool. As part of adding new and young talent pipeline communicate the company's and group's vision and also to the existing talent pool, the company had undertaken a Graduate understand the expectations from the new joiners. Development Engineer Trainees campus drive program during the year and of Entry level Agile Leaders (DEAL) is another tailor made had selected 50 fresh Graduate Engineer Trainees from top program introduced for developing leaders from entry level to add colleges in India viz., NIT, BITS etc. This program is expected to the talent pipeline of the Company. to enrich and deliver one of the Company's value pillar namely As of 31st March 2019, the Company had 1778 employees on "Passion for Innovation" by bringing in millennial to the existing its rolls. talent pool. This program is fully orchestrated by the HR function with technical panel interview support from internal stakeholders VII. Environment & Safety and has turned to be a grand success. The January to March quarter was taken as safety months and During the year the company has inducted 184 new talents used to enhance safety systems and create safety awareness focused mainly for Product Engineering. The current average among the employees. During the year, based on the theme recruitment lead time of the lateral talent is around 50 days. The "Target 3 Zeros"i.e Zero Hazard, Zero Fatigue & Zero Discharge Company successfully blends mid-career recruitments with more than 100 Kaizens were implemented at the shop floor. internally grown talent through a robust globally managed talent These were followed up with competitions across plat locations. management process. Rewards and recognition system is in All plants and test track have completed the recertification audit 44


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    WABCO INDIA LIMITED of ISO 14001 & OHSAS 18001 during the year. The plants at • To drive the vision of connected vehicles in India by Ambattur, Mahindra World City, Lucknow and Jamshedpur have steadily increasing offerings in the fleet management solutions been certified for ISO 50001 standards for implementing energy portfolio. management systems and achieving continuous improvement in • To further autonomous driving in India partnering with leading energy performance. OEMs of Both CV and OH industry. The Company has taken many initiatives on improving ergonomics VIII. Community development and social responsibility in the shop floor. Medium fatigue stations were identified and As a responsible corporate citizen, the company engages in social the ergonomics was improved with achievement of low risk job responsibility and community development activities. This year stations of 98%, thereby improving productivity and operator the activities were conducted through internal engagement of morale. As part of horizontal deployment, Jamshedpur and Pant employees and resources, primarily focused on activities which Nagar plants initiated the Ergo Stretch program for shop floor would help the needy sections of the society as specified in employees which helps operators refresh themselves and reduce Schedule VII of the Companies Act, 2013 and the Company's fatigue. CSR policy with specific focus towards areas surrounding the company's plant locations. As part of environmental protection, the installed sewage treatment plant treats and reuses water which is used for gardening thereby The Company is also in the process of identifying suitable projects reducing the water consumption by 15%. and scaling up the existing projects and hence could not spend 2% of the average net profits of the last three years. The During the year Ambattur plant won "4 star" award for the best Company has established a trust in the name of WABCO SHE practices from the Confederation of Indian Industries and Foundation for carrying out CSR programs, which identifies "Best Safety kaizen" award from ACMA southern region for appropriate CSR projects in line with the Company's CSR policy implementing safety kaizen in Ambattur plant. and implements them. The CSR Activities of the Company for Brand refresh: the FY 2018-19 are mentioned in the Annexure - 2 to the director's report. During the year, WABCO Brand was reenergised by introducing the tag line "Mobilizing Vehicle Intelligence". Mobilizing Vehicle The company has identified four primary areas to focus its CSR Intelligence is a new, compelling tagline that was introduced activities. under the WABCO brand. This is the first time that the group Promoting road safety across India - The Government of India has adapted the corporate brand in this way to help describe is taking consistent efforts to reduce accidents through safety how it wants to be seen and understood. education, safety engineering, creating safe environment and Mobilizing Vehicle Intelligence was launched to concisely and enforcement. In an effort to support this initiative the WABCO powerfully communicate the shared mission, industry expertise foundation has been conducting safety awareness training programs for commercial vehicle drivers, and vehicle maintenance and the focus of global team's passion to all WABCO stakeholders. technicians combined with health checkups. More than 5500 It frames what we believe will sustain WABCO's differentiation drivers & technicians across Tamilnadu, Kerala and Andhra in the rapidly converging and digitalizing commercial vehicle Pradesh have been trained on road safety by creating awareness industry. on vehicle safety & safe driving practices, advanced braking A future where transportation ecosystems become operated by systems, etc. These projects were carried out in association with fully-autonomous, connected and electric commercial vehicles is the Regional Transport Offices and State Transport Undertakings. still quite a number of years away. Yet, the Company seeks to The safety awareness camps are complemented with medical sustain its strong reputation as an innovator and pioneer of critical and eye check-up camps for the participants. Considering the vehicle control systems, new energy technologies and digital tremendous acceptance, response and impact of such programs solutions as the industry migrates towards this goal. The company the foundation plans to extend this pan India. This has resulted believes that "Mobilizing Vehicle Intelligence" represents a powerful in transforming the lives of drivers and mechanics which will, in declaration of the essential role WABCO will play in delivering turn, translate into safer roads. key vehicle control technologies and operating functions necessary As part of this important road safety objective, the Company has to achieve this vision. also collaborated with Praxair India, one of the worlds largest Industrial Gas companies and State Transport authorities, to Autonomous Connected & Electric (ACE) are the three key provide advanced driver training for drivers of hazardous cargo domains of innovation focus for the company to drive growth. carriers, fuel carriers, etc. These programs are conducted by These innovations will help to advance vehicle autonomy, enhance subject experts from the industry along with practical sessions road safety, empower the fleets and pave the way for greener for drivers. Over 500 drivers have been trained since inception transportation. To further the advent into the ACE domain, the in various modules through classroom and practical sessions Company is undertaking several key strategic initiatives: including safe driving practices, - rollover stability, the advantage • To launch advanced technologies for electric vehicles of using ABS & EBS and other safety technologies. These 45


  • Page 48

    WABCO INDIA LIMITED programs have been well received and have helped the attendees with universities / colleges in Tamilnadu where Centers of to maintain zero accident levels. The drivers receive a certification Excellence for skill development have been set up. on successful completion of this course. Environment sustainability - Nurturing environment through tree Employability & skill enhancement through partnerships with plantations, rainwater harvesting, etc., in and around our plant educational Institutions - The Company being a pioneer in locations were carried out wherein more than 1000 tree saplings technologies and services that improve safety, efficiency, and across locations were planted and are being maintained. connectivity for commercial vehicles is uniquely poised to share Community services - Various community services were undertaken its best practices, knowledge on safety & efficiency with budding like Blood Donation camps by employees, personal hygiene awareness professionals thus enhancing their employability, skills and also & health checks to drivers, primary school children, upgrading road contributing to road safety. This has been done in partnership safety infrastructure in and around the plant locations etc. IX. Financial statement Year ended 31st March 2019 Year ended 31st March 2018 Particulars $ in lakhs % $ in lakhs % Revenue from contracts with customers 2,85,413.56 97.52 2,61,384.81 98.25 Other Operating Income 7,247.53 2.48 4,652.78 1.75 Total Income 2,92,661.09 100 2,66,037.59 100 Raw Materials Consumed 1,83,454.22 62.68 1,55,143.27 58.32 Changes in inventories of Finished goods & WIP (1237.27) (0.42) 5046.57 1.90 Staff cost 25,364.41 8.67 22,909.87 8.61 Stores & tools consumed 5,953.97 2.03 6,281.26 2.36 Power & fuel 2,183.63 0.75 2,073.33 0.78 Repairs & maintenance 1,402.91 0.48 1,356.72 0.51 Other expenses 27,304.12 9.33 24,661.14 9.27 Finance costs – – 161.74 0.06 Excise duty on sale of goods – – 4,051.58 1.52 Depreciation 7,143.69 2.44 6,173.69 2.32 Total Expenditure 2,51,569.68 85.96 2,27,859.17 85.65 Profit Before Tax 41,091.41 14.04 38,178.42 14.35 Provision for taxation 12,874.48 4.40 10,895.79 4.10 Profit after Tax 28,216.93 9.64 27,282.63 10.26 Other Comprehensive Income / (Loss) (197.96) (0.07) (73.52) (0.03) for the year net of tax Total Comprehensive Income / (Loss) 28,018.97 9.57 27,209.11 10.23 for the year net of Tax X. 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. 46


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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 $ 292,661.07 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 ensuring 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, 2018 to March 31, 2019 7. Sector(s) 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 manufactures/provides (as in balance sheet) Medium & Heavy Commercial vehicles. 9. Total number of locations where business activity is undertaken by the Company: a. Number of International Locations 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 - WABCO India Limited caters to the needs of Indian, American and Local / State / National / International European vehicle OEMs. The focus of the business is in Medium and Heavy Commercial Vehicle Markets. Section B: Financial details of the Company 1. Paid up Capital $ 948.38 lakhs 2. Total Revenue $ 2,92,661.09 lakhs 3. Profit after tax $ 28,216.93 lakhs 4. Total Spending on Corporate Social Responsibility $ 86.63 lakhs (0.27% of the average net profits of the immediately (CSR) as percentage of profit after tax preceding financial years) 5. List of activities in which expenditure in 4 above Please refer Annexure 2 of the Directors Report has been incurred 47


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    WABCO INDIA LIMITED Section C: Other Details 1. Does the Company have any Subsidiary Company / Companies? - No 2. Does the Subsidiary Company / Companies participate in the BR Initiatives of the Parent Company? If yes, then indicate the number of such subsidiary company(s) - N.A. 3. Do any other entity / entities (e.g. suppliers, distributors etc.,) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity / entities? [Less than 30%, 30-60%, More than 60%] - The Company encourages its suppliers, dealers and other stakeholders to support various initiatives taken by the Company towards its business responsibility. Suppliers are critical to the operations and supply chain sustainability. Suppliers and vendors are engaged through various meets to raise awareness on health and safety, environmental and social issues. Section D: BR Information 1. Details of the Director/Directors responsible for implementation of the BR: Director Identifcation Number : 02696192 Details of the BR Head: Name : P Kaniappan No. Particulars Details Designation : Managing Director 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 Business Ethics Human Rights Engagements Responsibility Stakeholders Well being of Public Policy Environment employees Customer relations Product CSR S. No. Question P1 P2 P3 P4 P5 P6 P7 P8 P9 1. Do you have policy / policies for ? Y Y Y Y Y Y Y Y Y 2. Has the policy being formulated in The policy(s) has been framed keeping in mind the interests of the stakeholders at consultation with the relevant stakeholders ? large. 3. Does the policy conform to any national / All policies conform to national/international standards wherever applicable. international standards? If yes, specify? 48

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