avatar Wabco Holdings Inc. Manufacturing
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    WABCO INDIA LIMITED 16th Annual Report 2020


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    Revenue Networth 1,895 Retu rn On Capital Employed 1,780 In Rs. Cr. In Rs. Cr. % 26.9 2,854 1,526 27.2 2,614 24.9 25.3 1,266 2,261 2,000 1,068 1,930 11.9 2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20 Pr Tax 282 Ea rnings Per Share 149 Dividend Per Share 10 273 In Rs. C r. In Rs. 144 In Rs. 9 8 213 113 203 107 7 6 159 84 2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20 Pr Tax S hareholder Value C reation 41x 411 In Rs. Cr. R s . P er Share 382 8289.55 300 270 27x 223 8x 196.85 2015-16 2016-17 2017-18 2018-19 2019-20 18-J un-09 18-J un-10 18-J un-11 18-J un-12 18-J un-13 18-J un-14 18-J un-15 18-J un-16 18-J un-17 18-J un-18 18-J un-19 31-Mar -20


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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 Mumbai Seraikella-Kharsawan Dist. Jharkhand 832 108 MAHESH CHHABRIA BSE Limited, Mumbai Tel. : 0657 398 5700 DR LAKSHMI VENU Share Transfer Agent Fax : 0657 238 7997 LISA J BROWN Sundaram-Clayton Limited Unit - 1 & Unit - 2 "Jayalakshmi Estates", 1st Floor, Plot No. AA8, Central Avenue, CHRISTIAN BRENNEKE 29 Haddows Road, Chennai - 600 006 Auto Ancillary SEZ, PHILIPPE COLPRON Tel. : 044 - 2827 2233 Mahindra World City, 044 - 2828 4959 Nathan Sub-Post, Managing Director Fax : 044 - 2825 7121 Chengalpet - 603 002 P KANIAPPAN Tamil Nadu E-mail : arockiaraj@scl.co.in Tel. : 044 3090 1200 Chief Financial Officer icsta@scl.co.in 044 4749 0006 R S RAJAGOPAL SASTRY Bankers Plot No.11, Sector 4, SIDCUL, Company Secretary Citibank N.A. IIE Pantnagar, M C GOKUL 3rd Floor, 2 Club House Road, Rudrapur Udham Singh Nagar, Chennai 600 002 Uttarakhand - 263 153 Audit Committee Tel. : 05944 250885 BNP Paribas M LAKSHMINARAYAN Prince Towers, 3rd Floor, 25/26 College Road, Chairman KH 159-162, 164 Village Dhakauli Chennai 600 006 Nawabganj, Barkeni Dewa Road, MAHESH CHHABRIA State Bank of India Somaiya Nagar, Barabanki, DR LAKSHMI VENU Lucknow, Uttar Pradesh 225 123 Corporate Accounts Group Branch LISA J BROWN Tel. : 05248 230065 3rd Floor, Sigappi Achi Building Stakeholders Relationship 18/3, Rukmanilakshmipathy Road WABCO Technology Centre of India Committee Egmore, Chennai 600 008 & Global Business Services M LAKSHMINARAYAN ICICI Bank Limited "First Software Park", Chairman Prakash Presidium Third & Second Floor, LISA J BROWN 110, Nungambakkam High Road, 110, Mount Poonamallee High Road, P KANIAPPAN Chennai - 600 034. Porur, Chennai - 600 116 Tel. : 044 6689 8000 Corporate Social Responsibility Auditors Committee B S R & Co. LLP P KANIAPPAN Chartered Accountants Contents Page No. Chairman KRM Tower 1st & 2nd Floor, Notice to the Members 4 M LAKSHMINARAYAN No. 1, Harrington Road, Chetpet DR LAKSHMI VENU Chennai 600 031. Directors' Report to the Shareholders 14 LISA J BROWN Registered Office Management Discussion and Analysis Report 35 Nomination and Remuneration Plot No. 3 (SP), III Main Road, Committee Ambattur Industrial Estate, Business Responsibility Report 43 DR LAKSHMI VENU Chennai 600 058 Chairperson Tel. : 044 4224 2000 Report on Corporate Governance 51 M LAKSHMINARAYAN Fax : 044 4224 2009 Auditors' Certificate on Corporate Governance 64 LISA J BROWN Website : www.wabcoindia.com CHRISTIAN BRENNEKE Email: info.india@wabco-auto.com Auditors' Report 65 CIN: L34103TN2004PLC054667 Risk Management Committee Balance Sheet 74 CHRISTIAN BRENNEKE Factories Chairman Statement of Profit & Loss 75 Plot No. 3 (SP), III Main Road, PHILIPPE COLPRON Ambattur Industrial Estate, Cash Flow Statement 77 P KANIAPPAN Chennai 600 058 R S RAJAGOPAL SASTRY Tel. : 044 4224 2000 Notes to Financial Statements 79 V RAMANATHAN Fax : 044 4224 2009 1


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    WABCO INDIA LIMITED 2


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    WABCO INDIA LIMITED FINANCIAL HIGHLIGHTS $ in lakhs Year ended March 31st 2015-16 2016-17 2017-18 2018-19 2019-20 Profit and loss Account Revenue from Operations 199,954 226,057 261,385 285,414 192,956 Other income 4,012 3,615 4,653 7,247 6,388 Total income 203,966 229,672 266,038 292,661 199,344 Gross profit before interest, depn & tax 32,670 36,255 44,514 48,235 31,537 Depreciation 5,620 6,163 6,174 7,144 9,011 Profit before interest & tax 27,049 30,092 38,340 41,091 22,526 Interest 15 46 162 – 192 Profit before taxation 27,034 30,045 38,178 41,091 22,334 Profit after taxation 20,337 21,348 27,283 28,217 15,881 Balance Sheet Net Fixed assets 37,254 37,960 41,134 45,926 48,084 Investments 21,835 29,814 44,565 31,343 54,237 Net current assets 46,594 55,809 61,762 92,973 75,690 Non-current assets other than Fixed assets 3,426 5,579 8,163 11,270 13,731 Total 109,110 129,161 155,623 181,512 191,742 Share capital 948 948 948 948 948 Reserves & surplus 105,830 125,694 151,640 177,049 188,506 Networth 106,778 126,643 152,589 177,998 189,455 Non-current liabilities 1,326 1,660 2,659 3,119 2,287 Deferred taxation (net) 1,006 859 376 396 – Total 109,110 129,161 155,623 181,512 191,742 EPS (Rs) 107.2 112.6 143.8 148.8 83.7 DPS (Rs) 6.0 7.0 8.0 9.0 10.0 Book value per share (Rs) 562.9 667.7 804.5 938.4 998.8 Return on capital employed (ROCE)% 27.2 25.3 26.9 24.9 11.9 Return on networth (RONW)% 21.1 18.3 19.5 17.1 8.6 Fixed assets turnover (no. of times) 5.5 6.1 6.5 6.4 4.0 Working capital turnover (no. of times) 4.4 4.4 4.5 3.7 2.3 Gross profit as % of sales (EBITDA) 16.3 16.0 17.0 16.9 16.3 Gross profit as % of total income 16.0 15.8 16.7 16.5 15.8 Net profit as % of total income 10.0 9.3 10.3 9.6 8.2 Debtors Turnover ratio 5.4 4.7 4.5 4.5 3.9 Inventory Turnover ratio 7.5 7.7 11.5 12.9 8.7 Current ratio 2.6 2.9 2.7 3.4 5.9 (a) Figures are as per Indian Accounting Standards (Ind AS) prescribed under the Companies Act, 2013. (b) ROCE is profit before interest and taxation divided by average networth plus loan funds. (c) RONW is profit after tax divided by average networth. (d) Fixed assets turnover is sales divided by average net fixed assets as at the end of the year. (e) Working capital turnover is sales divided by average net current assets as at the end of the year. (f) DPS is dividend declared for the year. (g) Debt Equity Ratio and Interest coverage ratio are not applicable as there are no borrowings. 3


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    WABCO INDIA LIMITED Notice to the Members Companies (Audit and Auditors) Rules, 2014, the NOTICE is hereby given that the sixteenth Annual General remuneration of $ 4,00,000/- (Rupees Four Lakhs Meeting of the members of the Company (AGM) will be only) plus applicable taxes and out of pocket held on Friday, 25th September 2020 at 14:00 hrs. (IST) expenses at actuals, payable to M/s A N Raman through Video Conferencing (VC) / Other Audio Visual & Associates, Cost Accountants, having firm Means (OAVM) to transact the following businesses: registration number 102111, appointed by the Board of Directors as Cost Auditor to audit the cost records 1. To consider and to give your assent or dissent of the Company for the financial year ending on to the following ordinary resolution: 31st March 2021, be and is hereby ratified. RESOLVED THAT the audited financial statement 5. To consider and to give your assent or dissent of the company for the financial year ended to the following ordinary resolution: 31st March 2020 consisting of the balance sheet as at 31st March, 2020, the statement of profit and loss, RESOLVED THAT in terms of Regulation 23(4) of the cash flow statement and statement of changes the Securities Exchange Board of India (Listing in equity for the year ended on that date and the Obligations and Disclosure Requirement) Regulations, explanatory notes annexed to or forming part thereof 2015, approval be and is hereby accorded to the together with the reports of the Board of Directors related party transactions entered into by the and Auditors' thereon, be and are hereby adopted. company with WABCO Europe BVBA, a related party, during the Financial year ended 31st March 2. To consider and to give your assent or dissent 2020, and the related party transactions proposed to the following ordinary resolution: to be entered into with WABCO Europe BVBA during RESOLVED THAT pursuant to Section 152(6) of the the financial year ending 31st March 2021 as shown Companies Act, 2013, the vacancy arising in the in the explanatory statement; which transactions Board of the Directors of the Company on account individually or taken together with previous of Ms. Lisa Brown (DIN 07053317), the director transactions during the financial year, may exceed retiring by rotation at the sixteenth annual general ten per cent of the annual consolidated turnover of meeting, and not offering herself for re-appointment, the Company as per its last audited financial be not filled up. statement. 3. To consider and, if thought fit, to pass with or without modification, the following resolution as By order of the board an ordinary resolution: RESOLVED THAT pursuant to Sections 149, Chennai M C GOKUL Schedule IV and other applicable provisions of the 22nd May 2020 Company Secretary Companies Act, 2013 and the rules made thereunder Registered Office: and the applicable provisions of the Securities and CIN:L34103TN2004PLC054667 Exchange Board of India (SEBI) (Listing Obligations WABCO India Limited and Disclosure Requirements) Regulations, 2015, Plot No.3, (SP), III Main Road, based on the recommendations of the Nomination Ambattur Industrial Estate, and Remuneration Committee and the Board of Chennai - 600 058 Directors, the appointment of Mr. Mahesh Chhabria (DIN 00166049), as a Non-Executive and Independent Director of the Company for a term of five consecutive years from 16th May, 2020 to 15th Notes: May 2025 on such remuneration including sitting 1. In view of the outbreak of CoVID19 pandemic, social fees and profit-related commission as may be decided distancing norms is being followed coupled with the by the Board of Directors from time to time, be and continuing restriction on movement of persons at several is hereby approved. places in the country and pursuant to the Circular No. 14/2020 dated 8th April 2020, Circular No.17/2020 4. To consider and to give your assent or dissent dated 13th April 2020 and Circular No. 20/2020 dated to pass the following ordinary resolution: 5th May 2020 issued by the Ministry of Corporate RESOLVED THAT pursuant to the provisions of Affairs (MCA)and Circular No. SEBI/HO/CFD/CMD1/ Section 148 of the Companies Act, 2013 and the CIR/P/2020/79 dated 12th May, 2020 issued by the 4


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    WABCO INDIA LIMITED Securities and Exchange Board of India("SEBI") and in respect of the businesses to be transacted at the in compliance with the provisions of the Act and the AGM. For this purpose, the Company has entered into SEBI (Listing Obligations and Disclosure Requirements) an agreement with National Securities Depository Regulations, 2015 ("Listing Regulations"), physical Limited (NSDL) for facilitating voting through electronic attendance of the Members at the AGM venue is not means, as the authorized agency. The facility of casting required and AGM can be held through Video votes by a member using remote e-Voting system as Conferencing (VC) or Other Audio Visual well as voting at the meeting will be provided by NSDL. Means(OAVM). Hence, Members can attend and 7. In line with MCA Circular No. 17/2020 dated 13th April participate at the ensuing AGM through VC/OAVM. 2020, the Notice calling the AGM has been uploaded 2. The statement of material facts pursuant to Section on the website of the Company at www.wabcoindia.com. 102 of the Companies Act, 2013, with respect to the The Notice can also be accessed from the websites special businesses to be transacted at the sixteenth of the Stock Exchanges i.e. BSE Limited and National AGM as set out in the notice is annexed hereto. Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM 3. Pursuant to the aforesaid Circulars, any member entitled Notice is also available on the website of NSDL to attend the sixteenth AGM is not entitled to appoint (agency for providing the Remote e-Voting facility) i.e. another person as a proxy under Section 105 of the www.evoting.nsdl.com. Act, to attend and vote on his behalf as the members are required to attend the AGM only through video 8. AGM is been convened through VC/OAVM in conferencing facility and physical attendance has been compliance with applicable provisions of the Act, 2013 dispensed with. However, Body Corporates are entitled read with Circulars issued by MCA and SEBI in this to appoint authorised representatives as its Member regard. to attend the AGM through VC / OAVM and participate 9. Members may also note that the Annual Report and thereat and cast their votes through e-Voting. the notice to the AGM will also be available on the 4. Members can join the AGM through the VC/OAVM Company's website viz., www.wabcoindia.com for their mode 15 minutes before and after the scheduled time download. Electronic copy of the Annual Report and of the commencement of the AGM by following the the notice of the AGM inter-alia indicating the process procedure mentioned in the Notice. The facility of and manner of e-Voting are being sent to all the participation at the AGM through VC/OAVM will be Members whose e-mail IDs are registered with the made available to the members on "first come first Company / DPs for communication purposes. served" basis. This will not include large Shareholders 10. Under Section 124 read with Section 125 of the (Shareholders holding 2% or more of the total number Companies Act, 2013, (including any statutory of shares of the Company as on the cut-off date herein modification(s) or re-enactment thereof for the time below mentioned), Promoters, Institutional Investors, being in force) the amount of dividend remaining Directors, Key Managerial Personnel, the Chairman of unpaid or unclaimed for a period of seven years from the Audit Committee, Nomination and Remuneration the due date is required to be transferred to the Committee and Stakeholders Relationship Committee, Investor Education and Protection Fund (IEPF), Auditors etc. who are allowed to attend the AGM constituted by the Central Government. The particulars without restriction on account of "first come first served" of due dates for transfer of such unclaimed dividends basis. to IEPF are furnished in the report on Corporate 5. Members attending the AGM through VC/OAVM will Governance forming part of the Annual Report. be counted for the purpose of reckoning the quorum In terms of Rule 5 of the Investor Education and under Section 103 of the Act. Protection Fund Authority (Accounting, Audit, Transfer 6. Pursuant to the provisions of Section 108 of the Act, and Refund) Rules, 2016 (IEPF Rules), the Company read with Rule 20 of the Companies (Management has uploaded the information in respect of the and Administration) Rules, 2014 (as amended) and Unclaimed Dividends for the financial years from Regulation 44 of Listing Regulations (as amended), 2011-12 to 2018-19 as on 31st March 2019 on the and the Circulars issued by the MCA dated 8th April website of IEPF viz., www.iepf.gov.in and under "investor 2020, 13th April 2020 and 5th May 2020 the Company section" on the website of the Company viz., is providing facility of remote e-Voting to its Members www.wabcoindia.com. The objective of the IEPF Rules 5


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    WABCO INDIA LIMITED is to help the shareholders ascertain status of the 14. The Securities and Exchange Board of India (SEBI) unclaimed amounts and overcome the problems due has mandated the submission of Permanent Account to misplacement of intimation thereof by post etc. A Number (PAN) by every participant in securities market. separate reminder was also sent to those members Members holding shares in electronic form are, having unclaimed dividends since 2012-13. Members therefore, requested to submit the PAN to their who have not encashed their dividend warrants are Depository Participants with whom they are maintaining advised to surrender the unencashed warrants their demat accounts. Members holding shares in immediately to the Company or the Share Transfer physical form can submit their PAN details to the Company. Agent and to claim the dividends. 15. The Securities and Exchange Board of India (SEBI) 11. Section 124 (6) was notified on 5th September 2016 (Listing Obligations and Disclosure Requirement) along with the relevant rules therein on 5th September Regulations, 2015 in respect of the Director seeking 2016 which mandates that all shares in respect of appointment at the Annual General Meeting, forms which dividend is remaining unpaid or unclaimed by integral part of the notice. The Directors has furnished the shareholder for a continuous period of seven years the requisite consent and declaration for his shall be transferred by the Company to the Investor appointment. Education & Protection Fund in the manner prescribed. In this regard the Company had sent reminders to 16. Voting through electronic means these shareholders as prescribed in the rules. I. In compliance with provisions of Section 108 and Subsequently, eligible shares were transferred to the other applicable provisions of the Companies Act, demat account of the IEPF Authority as per the Investor 2013 and Rule 20 of the Companies (Management Education and Protection Fund Authority (Accounting, and Administration) Rules, 2014 as amended by Audit, Transfer and Refund) Amendment Rules, 2016 the Companies (Management and Administration) issued on 13th October 2017. amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Shareholders can claim from IEPF Authority both Requirements) Regulations, 2015, the Company unclaimed dividend amount and the shares transferred is pleased to provide members facility to exercise to the demat account of the IEPF Authority by filing their right to vote at the 16th Annual General application to the IEPF Authority in WebForm Meeting (AGM) by electronic means and the IEPF- 5 and submitting the same along with relevant business may be transacted through e-Voting documents to the Company. Required instructions in Services provided by National Securities Depository this regard for claiming the shares are available on Limited (NSDL) the website http://www.iepf.gov.in. II. Remote e-Voting means the facility of casting 12. Shareholders are requested to note that as per SEBI votes by a member using an electronic voting has mandated that from 1st April 2019, the company system cannot process any request for transfer of shares III. The members holding shares as on the "cut-off received in physical mode. Adequate communications date" viz., 18th September 2020 are eligible for in this regard have already been sent to the shareholders voting either through electronic voting system or holding shares in physical mode. Hence it is requested ballot. that all shareholders holding shares in physical mode IV. The Remote e-Voting period commences on shall demat the shares to avoid any issues in future. 22nd September 2020 (9:00 hrs IST) and ends 13. To prevent fraudulent transactions, members are on 24th September 2020 (17:00 hrs IST) (three advised to exercise due diligence and notify the days). During this period shareholders of the Company, holding shares either in physical form Company of any change in address or demise of any or in dematerialized form, as on the cut-off date member as soon as possible. Members are also of 18th September 2020, may cast their vote advised not to leave their demat account(s) dormant electronically. The remote e-Voting module shall for long. Periodic statement of holdings should be be disabled by NSDL for voting thereafter. Once obtained from the concerned Depository Participant the vote is cast by the shareholder, the shareholder and holdings should be verified. shall not be allowed to change it subsequently. 6


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    WABCO INDIA LIMITED V. Voting rights of shareholders shall be in proportion For example if to their shares of the paid up equity share capital your DP ID is of the Company as on the cut-off date of IN300*** and 18th September 2020. Client ID is VI. Any person, who acquires shares of the Company 12****** then your and becomes member of the Company after user ID is dispatch of the notice and holding shares as of IN300***12******. the cut-off date i.e. 18th September 2020 may For Members 16 Digit obtain the login ID and password by sending an who hold shares Beneficiary ID email to evoting@nsdl.co.in by mentioning his in demat For example if Folio No. /DP ID and Client ID No. account with your Beneficiary VII. A member may participate in the meeting even CDSL. ID is after exercising his right to vote through remote 12************** e-Voting but shall not be allowed to vote again then your user at the meeting. ID is VIII. Instructions for remote e-Voting by shareholders 12************** are as under: For Members holding EVEN Number Step 1: Log-in to NSDL e-Voting system at shares in Physical followed by https://www.evoting.nsdl.com/ Form. Folio Number registered with Step 2: Cast your vote electronically on NSDL the Company e-Voting system. For example if Details on Step 1 is mentioned below:How to Log- Folio Number is in to NSDL e-Voting website? 001*** and 1. Visit the e-Voting website of NSDL. Open EVEN No. is web browser bytyping the following URL: 113918 then user https://www.evoting.nsdl.com/either on a ID is 101456001*** Personal Computer or on a mobile. 1. Your password details are given below: 2. Once the home page of e-Voting system is a) If you are already registered for launched, click on the icon "Login" which is e-Voting, then you can use your available under 'Shareholders' section. existing password to login and cast 3. A new screen will open. You will have to your vote. enter your User ID, your Password and a b) If you are using NSDL e-Voting Verification Code as shown on the screen. system for the first time, you will need to retrieve the 'initial password' Alternatively, if you are registered for NSDL which was communicated to you. e-services i.e. IDEAS, you can log-in at https:/ Once you retrieve your 'initial /eservices.nsdl.com/ with your existing IDEAS password', you need to enter the login. Once you log-in to NSDL e-services 'initial password' and the system after using your log-in credentials, click on will force you to change your e-Voting and you can proceed to Step 2 i.e. password. Cast your vote electronically. c) How to retrieve your 'initial 4. Your User ID details are given below: password'? Manner of holding (i) If your email ID is registered shares i.e. Demat Your User ID in your demat account or with (NSDL or CDSL) is: the company, your 'initial or Physical password' would be For Members who 8 Character DP communicated to you on your hold shares in demat ID followed by email ID. Trace the email sent account with NSDL. 8 Digit Client ID to you from NSDL from your 7


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    WABCO INDIA LIMITED mailbox. Open the email and 5. After you click on the "Login" button, open the attachment i.e. a.pdf Home page of e-Voting will open. file. Open the .pdf file. The Details on Step 2 is mentioned below: password to open the .pdf file How to cast your vote electronically is your 8 digit client ID for on NSDL e-Voting system? NSDL account, last 8 digits of client ID for CDSL account or 1. After successful login as provided folio number for shares held in Step 1, you will be able to see in physical form. The .pdf file the Home page of e-Voting. Click contains your 'User ID' and on e-Voting. Then, click on Active your 'initial password'. Voting Cycles. (ii) If your email ID is not 2. After clicking on Active Voting registered, please follow steps Cycles, you will be able to see mentioned below in process all the companies "EVEN" in which for those shareholders whose you are holding shares and whose email ids are not registered. voting cycle is in active status. 2. If you are unable to retrieve or 3. Select "EVEN" of WABCO India have not received the " Initial Limited for which you wish to cast password" or have forgotten your your vote. password: 4. Now you are ready for e-Voting a) Click on "Forgot User Details/ as the Voting page opens. Password?"(If you are 5. Cast your vote by selecting holding shares in your demat appropriate options i.e. assent or account with NSDL or CDSL) dissent, verify/modify the number option available on of shares for which you wish to www.evoting.nsdl.com. cast your vote and click on b) Physical User Reset "submit" and also "Confirm" when Password?" (If you are holding prompted. shares in physical mode) 6. Upon confirmation, the message option available on "Vote cast successfully" will be www.evoting.nsdl.com. displayed c) If you are still unable to get 7. You can also take the printout of the password by aforesaid the votes cast by you by clicking two options, you can send a on the print option on the request at evoting@nsdl.co.in confirmation page. mentioning your demat 8. Once you confirm your vote on account number/folio number, the resolution, you will not be your PAN, your name and allowed to modify your vote. your registered address. Process for those shareholders whose d) Members can also use the email ids are not registered with the OTP (One Time Password) depositories for procuring user id and based login for casting the password and registration of e-mail for votes on the e-Voting system e-Voting for the resolutions set out in of NSDL. this notice: 3. After entering your password, tick 1. In case shares are held in physical on Agree to "Terms and Conditions" mode, please provide Folio No., by selecting on the check box. Name of shareholder, scanned 4. Now, you will have to click on copy of the share certificate(front "Login" button. and back), PAN and AADHAR 8


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    WABCO INDIA LIMITED (self-attested scanned copy) by User ID and Password for e-Voting or have email to info.india@wabco- forgotten the User ID and Password may retrieve auto.com / icsta@scl.co.in. the same by following the remote e-Voting In case shares are held in demat instructions mentioned in the notice. Further mode, please provide DPIDCLID(16 members can also use the OTP based login digit DPID + CLID or 16 digit for logging into the e-Voting system of NSDL. beneficiary ID), Name, client master ii. Further Members will be required to allow or copy of Consolidated Account Camera and use Internet with a good speed statement, PAN and AADHAR (self- to avoid any disturbance during the meeting. attested scanned copy) to info.india@wabco-auto.com / iii. It is recommended to use Stable Wi-Fi or LAN icsta@scl.co.in. connection to mitigate any kind of aforesaid glitches. 2. Alternatively member may send an e-mail request to iv. Members who would like to express their views/ evoting@nsdl.co.in for obtaining ask questions during the meeting may register User ID and Password by proving themselves as a speaker and send their request the details mentioned in Point (1) mentioning their name, demat account number/ or (2) as the case may be. folio number, email id, mobile number at info.india@wabco-auto.com/arockiaraj@scl.co.in INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON atleast 48 hours in advance before the start of THEDAY OF THE AGM ARE AS UNDER: the meeting i.e. by 23rd September 2020 by i. The procedure for e-Voting on the day of the 14:00 hrs. (IST). AGM is same as the instructions mentioned v. Members who would like to express their views/ above for remote e-Voting. have questions may send their questions in ii. Only those Members / shareholders, who will advance mentioning their name, demat account be present in the AGM through VC / OAVM number/folio number, email id, mobile facility and have not cast their vote on the number to info.india@wabco-auto.com/ resolutions through remote e-Voting and are arockiaraj@scl.co.in. The same will be otherwise not barred from doing so, shall be responded to by the Company suitably. eligible to vote through e-Voting system at the AGM. vi. Those members who register themselves as a speaker will only be allowed to speak at the iii. Members who have already voted through meeting. Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote vii. Members can submit questions in advance with at the AGM. regard to the financial statements or any other matter to be placed at the AGM, from their iv. The details of the person who may be contacted registered e-mail address, mentioning their for any grievances connected with the facility name, DP ID and Client ID number /folio number for e-Voting on the day of the AGM shall be and mobile umber, to reach the Company's the same person mentioned for remote e-Voting. e-mail-id at info.india@wabco-auto.com/ INSTRUCTIONS TO THE MEMBERS FOR ATTENDING arockiaraj@scl.co.in atleast 48 hours in advance THE AGM THROUGH VC ARE AS UNDER: before the start of the meeting. Such questions by the Members shall be taken up during the i. Members will be provided with a facility to meeting and replied by the Company suitably. attend the AGM through VC through the NSDL e-Voting system. Members may access the same 17. Institutional shareholders (i.e. other than individuals, at https://www.evoting.nsdl.com under HUF, NRI etc.) are required to send scanned copy shareholders/members login by using the remote (PDF/JPG Format) of the relevant Board Resolution/ e-Voting credentials. The link for VC will be Authority letter etc. with attested specimen signature available in shareholder/members login where of the duly authorized signatory(ies) who are authorized the EVEN of Company will be displayed .Please to vote, to the Scrutinizer by e-mail skco.cs@gmail.com note that the members who do not have the with a copy marked to evoting@nsdl.co.in. 9


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    WABCO INDIA LIMITED 18. It is strongly recommended not to share your password www.wabcoindia.com and on the website of NSDL at with any other person and take utmost care to keep www.evoting.nsdl.com immediately after the declaration your password confidential. Login to the e-Voting of results by the Chairman or a person authorized by website will be disabled upon five unsuccessful attempts him and simultaneously communicated to the stock to key in the correct password. In such an event, you exchanges where the shares of the Company are will need to go through the "Forgot User Details / listed. Password?" or "Physical User Reset Password?" option 25. Pursuant to the Circulars issued by MCA and SEBI, available on www.evoting.nsdl.com to reset the owing to the difficulties involved in dispatching of password. physical copies of the Notice of the Sixteenth AGM 19. A person, whose name is recorded in the Register and the Annual Report for the financial year ended of Members or in the Register of Beneficial Owners 31st March 2020, only soft copies of the said documents maintained by the depositories as on the cut-off date are being sent by email to the Members. only shall be entitled to participate in the meeting, avail Therefore, those Members, whose e-mail address the facility of remote e-Voting or casting vote through is not registered with the Company or with their e-Voting system during the meeting. respective Depository Participant/s, and who wish to receive the Notice of the AGM and the Annual 20. In case of any queries, Members may refer to the Report and other communications from the Company, Frequently Asked Questions (FAQs) for Shareholders can get their e-mail address registered by following and e-Voting user manual for Shareholders available the steps as given below:- at the download section of www.evoting.nsdl.com or call on toll free no.:1800-222-990. Members who a) For Members holding shares in physical form, need assistance before or during the AGM, can please send scan copy of a signed request letter contact NSDL on evoting@nsdl.co.in/or contact mentioning your folio number, complete address, Mr Amit Vishal, Senior Manager - NSDL e-mail address to be registered along with atamitv@nsdl.co.in/ 022-24994360 / +91 9920264780 scanned self-attested copy of the PAN and any or Mr Sagar Ghosalkar, Assistant Manager - NSDL document (such as Driving Licence, Passport, atsagar.ghosalkar@nsdl.co.in/ 022-24 994553 / Bank Statement, AADHAR) supporting the +919326781467. registered address of the Member, by e-mail to the Company's e-mail address info.india@wabco- 21. You can also update your mobile number and e-mail auto.com / icsta@scl.co.in ID in the user profile details of the folio which may be used for sending future communication(s). b) For Members holding shares in demat form, please update your email address through your respective 22. Mr K Sriram, Practising Company Secretary, Depository Participant/s. (Membership No. F6312 CP No.2215), Chennai has been appointed as the Scrutinizer to scrutinize the 26. In terms of Regulation 36(3) of the Securities and e-Voting process (both remote e-Voting prior to the Exchange Board of India (SEBI) (Listing Obligations AGM and the remote e-Voting at the AGM) in a fair and Disclosure Requirement) Regulations, 2015, a and transparent manner. brief profile of the director, whose appointment is proposed to be approved in this AGM, the nature of 23. The Scrutinizer shall after the conclusion of the voting his expertise in specific functional areas, his other at the Annual General Meeting, unblock the votes cast directorships and committee memberships in listed through remote e-Voting prior to as well during the entities, his shareholding and relationship with other AGM and shall make a consolidated scrutinizer's report directors of the Company are also furnished herein of the total votes cast in favour or against, invalid below. votes, if any, and whether the resolution has been carried or not, and such report shall then be sent within By order of the board 48 (forty-eight) hours from the conclusion of the AGM to the Chairman or a person authorized by him in this Chennai M C GOKUL regard, who shall then countersign the report and 22nd May 2020 Company Secretary declare the result of the voting forthwith. Registered office: CIN: L34103TN2004PLC054667 24. The results declared along with the Scrutinizer's Report Plot No 3 (SP), III Main Road shall be placed on the Company's website Ambattur Industrial Estate, Chennai 600 058. 10


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    WABCO INDIA LIMITED Statement of material facts pursuant to Section 102 of the Companies Act, 2013 Item No. 3 & Petrochemicals Corporation Limited, Tube Investments Appointment of Mr. Mahesh Chhabria as an of India Limited and Enam Asset Management Co. Pvt. Independent Director Ltd. At Tube Investments of India Ltd., he is a member of the audit, risk and CSR committees. His belief in Mr. Mahesh Chhabria is a Non-executive Independent Director in terms of relevant provisions of the Companies emerging India growth story and corporate India's global Act, 2013 and the Listing regulations. Based on the aspiration led him to join Actis, a long standing leading recommendation of the nomination and remuneration private equity fund. Before Actis, he was a Partner at committee, the Board has appointed him as a Non- 3i, another private equity fund for whom he was a Global Executive and Independent Director for a term of five Lead Partner for healthcare investing. Before 3i, he had consecutive years from 16th May 2020 to 15th May 2025, a long stint at Enam, one of the leading investment banks subject to the approval of the shareholders through an in India, in the capacity of Co-head of Investment Banking. ordinary resolution and accordingly, the Board recommends the resolution set out as Item No.3 of the Under the Listing regulations, a Director along with his notice, for the approval by the shareholders of the relatives holding less than 2% of the share capital of the Company. The Board of Directors have also appointed Company is considered Independent with regard to the him as the Chairman of the Audit Committee with effect Company. Mr. Mahesh Chhabria along with his relatives from 22nd May 2020. and through entities wherein he is a member holds 1,475 Mr. Mahesh Chhabria, 55 years, is the Managing Director shares in the Company constituting 0.0078% of the total of Kirloskar Industries Limited. He holds a Bachelor of number of shares; details of which are given below: Commerce degree from the University of Mumbai and No. of is an Associate Member of the Institute of Chartered Particulars Relationship Shares held Accountants of India. In his career spanning over three Mahesh Chhabria Self 275 decades in the financial services industry, he has undertaken several leadership roles across private equity Mahesh R Chhabria HUF Member 150 and investment banking firms. He is currently driving the Bhagibai Ramchand Chhabria HUF Member 1,000 business strategy and capital allocation of the Kirloskar Anjali Chhabria Wife 50 Group. Total 1,475 He is also a member on the board of several Kirloskar Group companies as set out herein below. He is a Non- Mr. Mahesh Chhabria satisfies the conditions for being Independent Director on the Boards of Kirloskar Oil considered as an Independent Director under 149(6) of Engines Ltd, Kirloskar Ferrous Industries Ltd. and Kirloskar the Act and the Listing Regulations and is eligible to hold Proprietary Ltd. He also represents the Kirloskar Group office for a term of upto five consecutive years from the as its Nominee Director on the board of Arka Fincap date of appointment and will not be subject to retirement Ltd. In addition to playing an active role in business by rotation. As per Schedule IV of the Act his appointment operations of the Kirloskar Group, he also serves as an as an Independent Director also requires approval of Independent Director on the Boards of Deepak Fertilizers shareholders. Details of his other directorship and membership/chairmanship of committees are given below: Name of the Company Position Committees membership / Chairmanship Kirloskar Industries Ltd. Managing Director - Risk Management Committee Kirloskar Oil Engines Limited Director - Audit Committee - Nomination and Remuneration Committee Deepak Fertiliers and Petrochemicals Corporation Limited Director - Audit Committee (Chairman) Kirloskar Ferrous Industries Limited Director – Tube Investments of India Limited Director - Audit Committee - Corporate Social Responsibility Committee - Risk Management Committee 11


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    WABCO INDIA LIMITED Name of the Company Position Committees membership / Chairmanship Kirloskar Proprietary Limited Director - Nomination and Remuneration Committee Arka Fincap Limited Director - Audit Committee (Chairman) - Nomination and Remuneration Committee - Risk Management Committee - IT Strategy Committee - Wholesale Lending Credit Committee - Asset Liability Committee - Allotment Committee (Chairman) SOX Control Solutions Private Limited Director – Enam Asset Management Company Private Limited Director – He has given a declaration confirming that he satisfies Rules, 2014 including amendments and re-enactments the criteria of independence as required under the Section and clarifications issued by the Ministry of Corporate 149 (6) of the Companies Act, 2013 and applicable Affairs, the Company is required to appoint a Cost Securities and Exchange Board of India (SEBI) Auditor to audit the cost records of the applicable products Regulations and that he is not disqualified to be appointed of the Company. as a Director. The Board of Directors, while approving Based on recommendation of the audit committee, the his appointment opined that, Mr. Mahesh Chhabria fulfils Board at its meeting held on 22nd May 2020, considered the conditions specified in the Companies Act, 2013, and approved the re-appointment of M/s. A.N Raman SEBI Regulations and rules made thereunder for Company & Associates, as Cost Auditor for the financial year 2020- and he is independent of the management. Copy of the 21 at a remuneration of $ 4,00,000 plus applicable taxes letter of appointment issued to Mr. Mahesh Chhabria as and reimbursement of out of pocket expenses at actuals. an Independent Director would be available for inspection The remuneration payable to M/s. A.N Raman & without any fee by the members at the company's Associates, requires to be ratified by the Members at Registered Office during normal business hours on any the forthcoming annual general meeting. Hence, the working day, excluding Saturday, upto and including the resolution is being proposed as item no. 4 of the Notice. date of the Annual General Meeting. None of the Directors and Key Managerial Personnel of Mr. Mahesh Chhabria brings with him significant the Company / their relatives are in any way, concerned professional expertise and rich experience in corporate or interested, financially or otherwise, in the resolution. strategy, management, finance, audit, legal and The Board recommends this resolution for approval of compliance. The Board considers that his association the Members. and experience would be of immense benefit to the Item No. 5 Company and it is desirable to avail his services as an WABCO Europe BVBA is a related party as defined in independent director and accordingly, recommends the Regulation 23 of the SEBI (Listing Obligations and Disclosure ordinary resolution set out as Item No.3 of the notice Requirements) Regulations, 2015, since the Company is for the approval by the shareholders of the Company. a fellow subsidiary of WABCO Europe BVBA, headquartered Other than Mr. Mahesh Chhabria, being the appointee, at Berne, Switzerland. WABCO Europe BVBA is one of none of the Directors and Key Managerial Personnel of the major overseas customers of the Company. The orders the Company and their relatives is concerned or interested, placed by WABCO Europe BVBA are progressively growing financially or otherwise, in the resolution set out at item year after year. This coupled with seamless technology and No.3. This statement may also be regarded as a disclosure technical knowhow supplied by them has significantly under regulation 36(3) of the Securities and Exchange contributed to the increase in the Company's turnover and Board of India (SEBI) (Listing Obligations and Disclosure profits. Requirement) Regulations, 2015. Transactions with a related party during a financial year in excess of 10% of the turnover during the immediately Item No. 4 preceding financial year, are regarded as "material Pursuant to Section 148 of the Companies Act, 2013 transactions" with a related party in terms of Regulation and Rule 4 of Companies (Cost Records and Audit) 23(1) of the Securities and Exchange Board of India 12


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    WABCO INDIA LIMITED (SEBI) (Listing Obligations and Disclosure Requirement) c) Mark-up on cost of raw materials, conversioncost Regulations, 2015. Such material transactions with a related and other relevant expenses and party require approval of the Shareholders of the Company d) Expenditure reimbursements at actuals. through an ordinary resolution. Anticipating that the total transactions with M/s WABCO Europe BVBA during the As per the prevailing transfer pricing regime and practice financial year ending 31st March 2020 would cross the across the globe, M/s WABCO Europe BVBA charges threshold of 10% of the turnover for the financial year a royalty to WABCO India Ltd., at the rate of 4% of ended 31st March 2019, the Company had obtained the net sales [total product sales (less) inter-company sales approval of the shareholders, for the anticipated transactions (less) inter-company purchases] for the products beyond the 10% limit, at the previous annual general manufactured by the Company using WABCO Technology meeting held on 14th August 2019. and for the knowhow and best practices of M/s WABCO Europe BVBA that have been adopted and implemented The actual transaction entered into with them during the by the Company. An agreement effective 1st January financial year ended 31st March 2020 are as set out 2016 in this regard was entered into with M/s WABCO below: Europe BVBA for the payment of royalty. During the year Sl. Amount ended 31st March 2020 royalty of $ 4,422.5 lakhs was Nature of transaction No. ($ in Lakhs) paid to M/s WABCO Europe BVBA which amounts to 1. Sale of Automotive Components 28,149.8 1.5% of the turnover for the financial year 2018-19. This is included in the above table. Pursuant to the royalty 2. Services rendered 14,638.9 agreement with WABCO Europe BVBA, the Company 3. Royalty 4,422.5 would continue pay a royalty of 4% on net sales during the financial year ending 31st March 2021. 4. Reimbursement of Expenses 114.8 Total 47,326.0 Pursuant to Regulation 23(1) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Aggregate of the transactions stated above amounts to Disclosure Requirement) Regulations, 2015, such approval 16.17% of the turnover for the financial year ended of members is required to be obtained by way of an 31st March 2019. ordinary resolution. Hence, the ordinary resolution at Item No.5 of the notice. Voting by related parties on the The Company expects to enter into material transactions ordinary resolution will be governed by the applicable with WABCO Europe BVBA during the financial year ending provisions of the Listing Regulation. All transactions with 31st March 2021 also. This is likely to exceed $ 199.34 WABCO Europe BVBA are in ordinary course of business Crores (which is 10% of the turnover of $ 1993.4 Crores and are done on arms-length basis. for the financial year ended 31st March 2020). Hence approval of the members is being sought for the Ms. Lisa J Brown and Mr. Philippe Colpron may be actual quantum of above material related party deemed to be interested in the above resolution by virtue transactions entered during the financial year ended of their being directors of WABCO Europe BVBA. None 31st March 2020 and to transactions proposed to be of the other directors of the Company and key managerial entered into with WABCO Europe BVBA during the personnel of the company and their relatives is concerned financial year ending 31st March 2021. or interested,financially or otherwise in this item of business, All related party transactions are preapproved The material terms for the agreements which have been by the audit committee. Board recommends this resolution entered into by the Company with WABCO Europe BVBA to the members for approval. are: By order of the board a) Credit terms of 90 days from the date of invoice; b) Warranty for the period of 12 months for the product Chennai M C GOKUL specifications; 22nd May 2020 Company Secretary 13


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    WABCO INDIA LIMITED Directors’ report to the shareholders The directors have pleasure in presenting the 16th annual report and 4. AGREEMENT FOR ACQUISITION OF WABCO HOLDINGS INC., the audited financial statements for the financial year ended 31st March US 2020. On 28th March 2019, WABCO Holdings Inc., US the ultimate parent 1. FINANCIAL HIGHLIGHTS company of WABCO India Ltd., had announced to the New York $ in lakhs stock exchange through a press release that it has entered into a definitive merger agreement with ZF Friedrichshafen AG ("ZF"), a Details Year ended Year ended 31.03.2020 31.03.2019 privately held global leader in driveline and chassis technologies. Under the agreement, ZF will acquire all outstanding shares of WABCO Revenue from Operations 192,956.15 285,413.56 Holdings Inc., US for $136.50 per share in an all-cash transaction for Other Income 6,388.05 7,247.53 an equity value of over $7 billion. The acquisition price represents a Total Income 199,344.20 292,661.09 13 percent premium to the closing stock price of $120.75 on February Profit before interest depreciation 26, 2019, the date prior to media reports and WABCO's confirmation and tax 31,536.73 48,235.10 that ZF had approached the company. The transaction also represents a premium of approximately 18 percent and 23 percent to the Finance costs 191.94 – undisturbed Volume Weighted Average Price (VWAP) for the 30 and Depreciation 9,011.08 7,143.69 90 days ended February 26, 2019, respectively. Profit before tax 22,333.71 41,091.41 The transaction, once consummated, will bring together two global Provision for taxation (including technology leaders with highly complementary and innovative deferred tax and tax relating to technology offerings to address future serving OEMs and fleets in the earlier years) 6,452.34 12,874.48 automotive and commercial vehicle industry, combining WABCO's Profit after tax 15,881.37 28,216.93 capabilities in commercial vehicle safety and efficiency, including technologies involved in vehicle dynamics control, active air suspension Other Comprehensive Income / systems, and fleet management systems with ZF's leading position in (Loss) for the year net of tax (79.66) (197.96) driveline and chassis technologies for cars and commercial vehicles. Total Comprehensive Income for The said transaction, will result in the indirect acquisition by ZF of the year Net of Tax 15,801.71 28,018.97 WABCO Asia Private Limited, an indirect subsidiary of WABCO 2. DIVIDEND Holdings LLP, US and holds 75% of the voting share capital of WABCO The Board of Directors of the Company at its meeting held on India Ltd. Accordingly, upon the completion of the said transaction, ZF 19th March 2020, declared an interim dividend of $ 10 per share will be entitled to, through WABCO Asia (200%) for the year 2019-20, absorbing a sum of $ 18.97 crores. (a) indirectly exercise 75% of the voting share capital The same was paid to all the shareholders who had registered their (b) indirectly exercise control over WABCO India Limited. bank account details, on 30th March 2020. In respect of other shareholders dividned warrants were sent to them. The dividend Hence, under Regulations 3(1), 4 and 5(1) of the SEBI (SAST) distribution tax of $ 3.90 crores on the said dividend was also paid Regulations, a public announcement of an open offer for the acquisition by the Company. The Board does not recommend any further of up to 4,741,900 fully paid-up equity shares of face value of $ 5/- dividend for the year. The Company has not transferred any amount each of WABCO India Limited, representing 25% of the total voting to the general reserves during the year. equity capital of WABCO India Limited, comprising fully of public shareholders was given by ZF Friedrichshafen AG on 2nd April 2019 3. PERFORMANCE at $ 6,318/- per share. This public announcement excluded the During the year 2019-20, the Company achieved total income of promoters / promoter group of WABCO India Limited. $ 1,993 crores as against $ 2,927 crores in the previous year. In this regard, WABCO Holdings Inc. and ZF Friedrichshafen AG had The profit before tax was $ 223 crores as against $ 411 crores in the previous year and the Profit after tax was $ 159 crores as on 16th May 2020 announced that all required regulatory approvals against $ 282 crores in the previous year. There has been no have now been received and WABCO and ZF expect to close the change in the business of the Company during the financial year merger on May 29, 2020, subject to the satisfaction of all other closing ended 31st March 2020. conditions. 14


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    WABCO INDIA LIMITED 5. CAPITAL EXPENDITURE The Board confirms compliance with the Secretarial Standards Capital expenditure of $ 101.5 Crores was incurred during the year notified by the Institute of Company Secretaries of India, 2019-20 as against the plan of $ 119.7 Crores and Capital Expenditure New Delhi. of $ 104.8 Crores is planned for the year 2020-21. 9. COST AUDITOR 6. DIRECTORS Pursuant to Section 148 of the Act, the Board of Directors of the On the recommendation of the Nomination & Remuneration Company upon recommendation made by the audit committee Committee, Mr. Mahesh Chhabria has been appointed as an has re-appointed M/s A. N Raman & Associates, Cost Accountants, Independent Director by the Board with effect from 16th May 2020 as Cost Auditor of the Company for the financial year ending for a term of 5 consecutive years subject to the approval of 31st March 2021 and has recommended his remuneration to the shareholders at the ensuing Annual General Meeting. shareholders for their ratification at the ensuing Annual General Meeting. Mr. Narayan K Seshadri, ceased to be an Independent Director on the conclusion of his second term on 31st March 2020. 10. KEY MANAGERIAL PERSONNEL Mr. Sean Deason resigned from the Board with effect from Mr. P Kaniappan - Managing Director 19th March 2020 due to his other commitments. Mr. R S Rajagopal Sastry - Chief Financial Officer Ms. Lisa Brown retires by rotation at the ensuing annual general Mr. M C Gokul - Company Secretary meeting of the Company. She has not offered herself for re-appointment. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Board wishes to place on record its appreciation for the valuable The Company has not provided any Loans or Guarantees to any guidance and services rendered by Mr. Narayan Seshadri and person or other body corporate under Section 186 of the Act and Mr. Sean Deason during their tenure as Directors. the details of investments made are given in the notes to the The composition of the Board, taking into account the above changes, Financial Statements. is in compliance with the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 12. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE 2015 ("Listing regulations") - three independent directors, three During the year, the Board adopted a formal mechanism for non-executive non-independent directors and an executive director evaluating its performance and as well as that of its Committees as on date. and directors, including the Chairman of the Board as per the The independent directors continue to fulfill the criteria of requirements in this regard specified in the guidance note issued independence as defined under Section 149(6) of the Act and by the Securities Exchange Board of India (SEBI) and the Regulation 16(b) of Listing regulations and have furnished the provisions of the Companies Act, 2013. The exercise was carried requisite declarations in this regard and the Board confirms that out through a structured evaluation process covering various they are independent of the management. aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of 7. AUDITORS specific duties & obligations, governance issues etc. Separate M/s. B S R & Co. LLP, Chartered Accountants, holding firm exercise was carried out to evaluate the performance of each Registration No 101248W / W-100022 have been appointed as individual director including the Chairman who were evaluated on statutory auditors of the Company by the shareholders for a term parameters such as attendance, contribution at the meetings, of five consecutive years from the 15th Annual General Meeting independent judgment and other relevant aspects as laid down upto the conclusion of the 20th Annual General Meeting as per the under the Guidance note issued by SEBI in this regard. Section 139 of the Companies Act, 2013. The Board was satisfied with the evaluation results, which reflected The Consolidated remuneration paid to Auditors / affiliated firms / the overall engagement of the Board, Committees and the directors entities for Audit and services rendered in other capacities is provided with the Company. in the notes to the financial statements. The Auditors' report for the financial year 2019-20 does not contain 13. VIGIL MECHANISM / WHISTLE BLOWER POLICY any qualification, reservation or adverse remark ordisclaimer and The Company has established a vigil mechanism through "WABCO the same is attached with the annual financial statements. Whistle Blower Policy" to enable employees and directors to report genuine concerns dealing with instances of fraud and 8. SECRETARIAL AUDITOR mismanagement, if any. The mechanism provides for adequate M/s. S Krishnamurthy & Co., Company Secretaries have carried safeguards against victimization of the whistle blower and also out Secretarial Audit under the provisions of Section 204 of the provides for direct access to the Chairman of the audit committee Act, for the financial year 2019-20 and submitted their report, in appropriate or exceptional cases or chief ethics officer of the which is annexed to this report. The report does not contain any Company as the case may be to report any concerns or unethical qualification, reservation or adverse remark or disclaimer. activities. 15


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    WABCO INDIA LIMITED 14. BUSINESS RESPONSIBILITY c. That directors had taken proper and sufficient care for The Company is one among the top 1000 listed companies as per the maintenance of adequate accounting records in the market cap as on 31st March 2020 and hence as per the accordance with the provisions of the Act for safeguarding Listing regulations, the Business Responsibility Report forms part the assets of the Company and for preventing and of the annual report. In this regard, the Company has developed detecting fraud and other irregularities; a Business Responsibility policy which is approved by the Board. d. The directors had prepared the annual accounts on a As per this policy Mr. P Kaniappan, Managing Director is going concern basis; responsible for the implementation of the Business Responsibility e. The directors had laid down internal financial controls to initiatives. The initiatives of the Company in this regard for the be followed by the company and that such internal year 2019-20 are provided in the Business responsibility report. financial controls are adequate and were operating effectively; and 15. STATUTORY STATEMENTS f. The directors had devised proper systems to ensure 15.1 Conservation of energy, Research & Development compliance with the provisions of all applicable laws and Expenses and foreign exchange earnings and outgo that such systems were adequate and operating effectively. Information regarding conservation of energy, Research & Development expenses and foreign exchange earnings and 16. DISCLOSURES UNDER COMPANIES ACT, 2013 outgo is given in Annexure 1 to this report, as per the requirements of Section 134(3)(m) of the Act, 2013. 16.1 Extract of the Annual Return Towards the Company's continual commitment of utilizing Details of extracts of the annual return as per Form renewable energy, the Company had commissioned a 400 MGT - 9 is enclosed in Annexure 3 to this report. KW roof top solar plant during the year 2018-19. This has 16.2 Number of Board Meetings resulted in increasing the overall renewable power share from zero to 5% of the total consumption during the year The Board of Directors met six times during the year 2019-20. 2019-20. The details of the Board meetings and the attendance of the During 2019-20, the Company had incurred a capital Directors are provided in the Corporate Governance Report. expenditure of $ 45 lakhs towards a total of 60 energy 16.3 Committees of Board of Directors reduction projects implemented during the year in air conditioners, compressed air systems and other projects Details of memberships and attendance of various committee which yielded energy savings of 8.59 Lakh units and cost meetings are given in Corporate Governance Report. savings of $ 68.75 Lakhs per annum. Further, these initiatives The Board has accepted / considered all recommendations have also resulted in carbon footprint reduction of about made by the Committees to the Board during the financial 400 Ton in Co2 emissions per annum. year 15.2 Corporate Social Responsibility 16.4 Related Party Transactions As required under Section 134(3)(o) of the Act, details about All related party transactions that were entered into during policy developed and implemented by the Company on the financial year were on an arm's length basis and were Corporate Social Responsibility initiatives taken during the year in the ordinary course of business. There are no related ended 31st March 2020 are given in Annexure 2 to this report party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designed 15.3 Directors' Responsibility Statement persons which may have a potential conflict with the interest Pursuant to Section 134(3)(c) of the Act, it is hereby of the company at large. confirmed that; Certain related party transactions entered into during the a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are year ended 31st March 2020 and transactions proposed to no material departures. be entered into during the year ending 31st March 2021 between the Company and WABCO Europe BVBA, a fellow b. The directors had selected such accounting policies and applied them consistently and made judgments and subsidiary of the company, are material in nature and require estimates that are reasonable and prudent so as to give the approval of members by ordinary resolution as per the a true and fair view of the state of affairs of the Company Listing regulation. An ordinary resolution seeking as at 31st March 2020 and of the profit of the Company shareholders' approval is included in the notice to for the year ended on that date; shareholders. 16


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    WABCO INDIA LIMITED The Company pays royalty to M/s WABCO Europe BVBA, Directors other than those mentioned above have not drawn a fellow subsidiary and related party at the rate of 4% per any remuneration for the financial year 2019-20. annum on the net sales (Total sales (less) inter-company 18.2 The percentage increase in remuneration of each Director, sales (less) inter-company purchases) effective 1st January Managing Director, Chief Financial Officer, Company 2016 for the intellectual property, knowhow and processes Secretary, in the financial year: supplied by WABCO Europe BVBA. M/s WABCO Europe BVBA charges Royalty to all its associated entities in linewith Mr. M. Lakshminarayan, Chairman 3.61% the global practices and transfer pricing norms. During the Mr. Narayan K Seshadri, Director (3.80%) year ended 31st March 2020 royalty of $ 44.22 crores was Dr. Lakshmi Venu, Director (2.67%) paid to M/s WABCO Europe BVBA which amounts to 1.5% of the total turnover for the financial year 2018-19. Mr. P. Kaniappan, Managing Director 23.09% Mr. R.S Rajagopal Sastry, All transactions with related parties are placed before the Chief Financial Officer 10.70% audit committee and prior approval of the audit committee is obtained. The Company has developed a Related Party Mr. M.C Gokul, Company Secretary 33.08% 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 Party Transactions entered by the company as required employees in the financial year: 3.17% under Section 134(3)(h) of the Act and the Listing regulation 18.4 The number of permanent employees on the rolls of company are given in annexure 4 to this report. as on 31st March 2020: 1839 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: 10.6% 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 20.67%. There are no exceptional • Corporate Social Responsibility Policy circumstances for increase in the managerial remuneration. 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 • Policy on Criteria for Determining Materiality of Events 18.6 The key parameters for any variable component of • Dividend Policy remuneration availed by the directors: Independent directors have been paid sitting fees for attending meetings of the 17.2 Policy on director appointment and remuneration Board and Committees and also paid a profit related Company's policy on directors' appointment and remuneration commission, but not exceeding 1% of the net profit of the including criteria determining for qualification, positive Company for the financial year. No sitting fee and commission attributes, independence of a director and other matters is paid to non-executive and non-independent Directors of 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 18. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER of incentive, as per the Remuneration Policy of the Company SECTION 197 OF THE COMPANIES ACT, 2013 and based on the financial and non-financial parameters. 18.1 The ratio of the remuneration of each director to the median 18.7 The remuneration of directors and employees are as per the employee's remuneration for the financial year and such remuneration policy of the Company. other details as prescribed are as given below: 18.8 Particulars of Employees Name Ratio Mr. P. Kaniappan, Managing Director 58.09:1 The statement of particulars of employees as per Section 197 of the Companies Act, 2013, read with Companies Mr. M. Lakshmi Narayan - Independent Director 2.29:1 (Appointment & Remuneration of Managerial Personnel) Mr. Narayan Seshadri, Independent Director 2.11:1 Rules, 2014, for the year ended 31st March 2020, is given Dr. Lakshmi Venu, Independent Director 1.95:1 in Annexure 5 and forms part of this Report. 17


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    WABCO INDIA LIMITED 19. CORPORATE GOVERNANCE Company under the weblink http://wabco-auto.com/investor- The Company has complied with the provisions of the Listing relations/wabco-india-investorrelations Regulations concerning corporate governance and a report to this 21. OTHER PARTICULARS effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the auditors of the Company • The Company has not accepted any deposits from the public regarding compliance with the corporate governance requirements within the meaning of Sections 76 of the Companies Act, is also annexed to this report. The Managing Director, (CEO) and 2013 for the year ended 31st March 2020. the Chief Financial Officer (CFO) of the Company have certified • The Company has considered the possible effects that may to the board on financial statements and other matters in result from the COVID-19 pandemic on the carrying value of accordance with Regulation 17(8) of the Listing Regulations property, plant and equipment, inventories, revenue & pertaining to CEO / CFO certification for the financial year ended receivables and other assets. In developing the assumptions 31st March 2020. Further, applicable Secretarial Standards have relating to the possible future uncertainties in the global been complied with. economic conditions because of this pandemic, the The management discussion and analysis report, as required by Company, as at the date of approval of these financial the Listing Regulation and various disclosures required under the statements has used internal and external sources of Act is also attached and forms part of this report. information and concluded that no adjustments are required to the financial results. The Company will continue to monitor the developing scenario or any material changes. 20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT • There are no significant and material orders passed by DIRECTORS regulators or courts or tribunals, which would impact the The Company has a structured familiarization program for going concern status of the Company and its future independent Directors of the Company which also extends to other operations. Non-Executive Directors to ensure that Directors are familiarized • The Company does not have any subsidiary, associate or with their function, role, rights, responsibilities and the nature of joint venture. There was no Company which has become or the company Business viz., automotive component industry and ceased to be Company's subsidiary, Joint venture or WABCO global business model, etc. associate Company during the financial year 2019-20. The Board of Directors has complete access to the information • The Company has not raised any funds during the year. within the Company. Presentations are regularly made to the Board of Directors and all Committees of the Board on various matters, Acknowledgement where Directors get an opportunity to interact with Senior The directors thank the vehicle manufacturers, distributors, vendors and Management. Presentations, inter alia, cover the Company's bankers for their continued support and assistance. The directors strategy, business model, operations, markets, organization gratefully acknowledge the support rendered by WABCO Europe BVBA. structure, product offerings, finance, risk management framework, The directors wish to place on record their appreciation of the excellent quarterly and annual results, human resources, technology, quality work done by employees of the Company at all levels during the year. and such other areas as may arise from time to time. The directors specially thank the shareholders for the confidence reposed The Company also issues appointment letters to the Independent by them in the Company. Directors which also incorporates their role, duties and For and on behalf of the board responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. The details of Chennai M. LAKSHMINARAYAN familiarisation programme have been hosted in the web site of the 22nd May 2020 Chairman 18


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    WABCO INDIA LIMITED Annexure - 1 A. CONSERVATION OF ENERGY C. Expenditure on R & D 1. Measures taken $ in Lakhs i) CNC machines were refurbished using new energy efficient Capital expenditure 249.49 technology to reduce energy consumption. Recurring expenditure (including salaries) 3,362.21 ii) Ambient temperature was used during night shifts through 3,611.70 air wash unit to reduce energy consumption on air- conditioning systems. D. TECHNOLOGY ABSORPTION iii) 70W ceiling fans in shop floor were replaced with 35W 1. Efforts made towards technology absorption energy efficient super ceiling fans. a. Developed OPR cylinder head compressor for medium and iv) Optimization of compressed air pressure in machines at all heavy commercial vehicles locations. v) Intelligent flow controller was installed for air compressor at b. Developed Double Diaphragm Spring Brake Actuator with the Mahindra World City plant. higher parking force for heavy commercial vehicles vi) Installation of compact power pack instead of ordinary c. Developed Smart Air suspension for heavy commercial hydraulic power pack. vehicles vii) Automatic switching off of machines during idle time. d. Developed Tandem Master Cylinder & increased stroke viii) Energy saved through auto switch off of Lighting, fan's and booster for light commercial vehicle. air conditioners during Lunch and Break time. e. Optimised Air Disk Brake with drag reduction with wear ix) LPG Consumption was reduced through proportional control mechanism indicator for medium and heavy commercial vehicles x) Seasonal Control was installed in AHU to reduce energy f. Sand sintering technology was developed for prototype consumption. casting development These measures resulted in substantial energy savings of about g. Developed Light weight high corrosion resistance aluminum 8.59 lakhs units of power and $ 68.75 lakhs per annum. alloy for better application in compressor and valve h. Developed welding technology alternate to friction welding 2. Measures proposed used in brake chamber for heavy commercial vehicles i) Thyristor control for all high-power consuming heaters to i. Developed indigenous PTFE material for Car ASU application, reduce energy consumption. High ozone resistance NBR material for outdoor application ii) Air Blowers to be used instead of compressed air in washing machines j. Developed fresh lease of life concept for test rigs for enhanced iii) Panel AC to be removed - Air to Air cooler to be provided life. for CNC control panel at the Mahindra World City Plant. 2. Benefits derived iv) Implementation of Internet of Things to reduce energy consumption in Compressor Machine Shop at the Ambattur a. Products with improved fuel savings to customers Plant. b. Advanced features to enhance the vehicle safety v) Increased efficiency of hot water generator in canteen by c. Increased market share with localized products with advanced exposed steam line insulation to reduce diesel consumption. features vi) Providing energy efficient motors instead of normal motors. d. Enhanced product performance and durability resulting in vii) Providing capacitor near to in air compressor to improve competitive advantage power factor. e. Environment benefit by avoiding surface protection viii) 3 HP coolant motors to be replaced with 1 HP motors at all sites. f. Indigenous development of test rigs and accessories for ix) Providing variable frequency drives for powder coating and advanced products impregnation motor to reduce energy consumption. g. Improved ride and handling performance x) Providing super fan to reduce energy for all operating cells h. Increased axle load regulatory requirement at the Mahindra World City Plant. i. New business and increased market share xi) 50 KW plasma chillers to be modified to 18 KW at the Mahindra World City Plant. These measures are expected to result in substantial energy savings E. FOREIGN EXCHANGE EARNINGS AND OUTGO of about 9.49 lakhs units of power & $ 75.59 lakhs per annum. $ in Lakhs B. Details relating to imported technology: (Technology imported Foreign exchange inflow 86,994.69 during the last 5 years reckoned from the beginning of the Foreign exchange outflow 37,679.43 financial year) - Nil 19


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    WABCO INDIA LIMITED Annexure - 2 Report on CSR activities for the year ended 31st March 2020 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 VII d. Dr. Lakshmi Venu - Member of the Companies Act, 2013 and accordingly the projects have been 3. Average net profit of the company for last three financial years: identified and recommended by the CSR Committee and approved by $ 36,479.91 Lakhs. the Board. The projects have been implemented through the supervision 4. Prescribed CSR Expenditure (two per cent of the amount as in item of the internal executive committee and through WABCO Foundation. 3 above): $ 729.60 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 the a. Total amount spent for the Financial Year 2019-20: Company's website and the web link for the same is: $ 85.00 Lakhs. http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations b. Amount unspent, if any: $ 644.60 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 Partnered with Indian Road New Delhi Safety Training 5.00 5.00 5.00 WABCO Safety Campaign for national & Education Foundation conference on Road safety 2 Safety Training program for Karnataka - Bangalore, Safety Training 7.00 5.00 10.00 WABCO Medium & Heavy Commercial Hubli, Kerala - Palakkad, & Education Foundation Vehicle Drivers, Mechanics Kattapana, Kozhikode, including Health Check Up Andhra Pradesh - Tanukku, Rajamundry, Maharashtra - Nagpur, Tamilnadu - Attipattu, Orissa - Cuttack 3 Improved the safety Ambattur, Chennai Safety Training 16.00 15.09 25.09 WABCO Infrastructure around the plant Barabanki, Lucknow & Education Foundation 20


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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 4 COVID support to community Ambattur, Community 60.00 59.71 84.80 - Purchased and distributed Mahindra World City - Services PPE Kits, Pulse Oxy Meters, Chennai Face Shields, gloves, masks, Barabanki, Lucknow sanitizers to hospitals and Panthnagar, Uttarakhand local authorities Jamshedpur, Jharkhand - Distributed about 31,000 food packets to local authorities who were at work during the complete lock down period - Provided cots and necessary equipment to create COVID Ward to ESI Hospital 5 Administrative expenses Chennai, Tamilnadu 2.00 0.20 85.00 WABCO Foundation Total 90.00 85.00 6. The Company is in the process of expanding the scope of CSR an effort to support this initiative the WABCO foundation has been activities by identifying suitable projects and mode for implementing conducting safety awareness training programs for commercial vehicle various projects and hence could not spent 2% of the average net drivers, and vehicle maintenance technicians combined with health profits of last three years. The Company has established a foundation checkups. The company has expanded its programs to other states for carrying out its CSR programs in the name WABCO Foundation, in the Western and Eastern regions of India. Over 8000 drivers & which, identifies appropriate CSR projects in line with the Company's mechanics from Tamilnadu, Kerala and Andhra Pradesh, Telangana, CSR policy and implements them. Maharashtra and Orissa have been trained on road safety by creating awareness on vehicle safety & safe driving practices, advanced 7. As a responsible corporate citizen, the company engages in social braking systems, etc. These projects were carried out in association responsibility and community development activities. This year the activities were conducted through internal engagement of employees with the Regional Transport Offices and State Transport Undertakings. and resources, primarily focused on activities which would help the The safety awareness camps are complemented with medical and needy sections of the society as specified in Schedule VII of the eye check-up camps for the participants. Considering the tremendous Companies Act, 2013 and the Company's CSR policy with specific acceptance, response and impact of such programs, it is planned focus towards areas surrounding the company's plant locations. to extend this pan India. This has resulted in transforming the lives During the year the Company's primary focus areas for CSR activities of drivers and mechanics which will, in turn, translate into safer roads. are mentioned below As part of this important road safety objective, the Company is Promoting road safety across India: The Government of India is continuing its partnership with Praxair India, one of the world's largest taking consistent efforts to reduce accidents through safety education, Industrial Gas companies and State Transport authorities, to provide safety engineering, creating safe environment and enforcement. In advanced driver training for drivers of hazardous cargo carriers, fuel 21


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    WABCO INDIA LIMITED carriers, etc. These programs are conducted by subject experts from administration. The foundation also helped to set up a complete 50 the industry along with practical sessions for drivers. Over 500 drivers bed COVID care ward at the ESI Hospital, Ayanavaram with the have been trained since inception in various modules through entire necessary infrastructure like beds, critical care equipment etc. classroom and practical sessions including safe driving practices, - The company also pro-actively reached out to serve the community rollover stability, the advantage of using ABS & EBS and other safety (Government) hospitals in the vicinity of manufacturing plants with technologies. These programs have been well received and have PPE equipment, Pulse Oximeters, gloves, masks, sanitizers among helped the attendees to maintain zero accident levels. The drivers other aid. receive a certification on successful completion of this course. 8. The CSR committee confirms that the implementation and monitoring Response to the COVID-19 crisis: Various community services were of the CSR Policy is in compliance with the CSR objectives and undertaken like personal hygiene awareness & health checks for Policy of the Company. drivers, upgrading road safety infrastructure in and around the plant locations etc. In view of the spread of Corona virus in India and Its For and on behalf of the Board declaration as a pandemic by the WHO, the company also stepped P. KANIAPPAN up and facilitated immediate action to support the medical, healthcare Managing Director & Chairman of CSR Committee and frontline workers in the battle against COVID. The Company through its kitchens across all plant locations cooked and supplied Chennai over 31,000 food packages and drinking water to the local 22nd May 2020 22


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    WABCO INDIA LIMITED Annexure - 3 Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.3.2020 [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, 29, Haddows Road, Chennai - 600 006 Tel. : 044 - 2827 2233 / 044 - 2828 4959 icsta@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 89.6% 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 75.00% 1,42,25,684 - 1,42,25,684 75.00% Nil d. Bank / FI – – – – – – – – – e. Any Others – – – – – – – – – Sub Total- A(2) 1,42,25,684 - 1,42,25,684 75.00% 1,42,25,684 - 1,42,25,684 75.00% Nil Total Shareholding of Promoters(1+2) 1,42,25,684 - 1,42,25,684 75.00% 1,42,25,684 - 1,42,25,684 75.00% Nil 23


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    WABCO INDIA LIMITED IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) - (continued) 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 18,07,602 – 18,07,602 9.53% 16,41,487 – 16,41,487 8.65% -0.88 b. Alternative Investment Fund – – – – 35,644 – 35,644 0.19% +0.19 c. Bank / FI 1,302 – 1,302 0.01% 102 – 102 0.00% -0.01 d. Cent. Govt. – e. State Govt. – f. Venture Capital – g. Insurance Co. h. FIIs – – – – – – – – – i. Foreign Portfolio Corporate 5,05,083 – 5,05,083 2.66% 503,932 – 5,03,932 2.66% -0.00 j. Foreign Venture Capital Fund – k. Others – Sub-Total-B(1) 23,13,987 – 23,13,987 12.20% 21,81,165 – 21,81,165 11.50% -0.70 2. Non-Institution a. Body Corporate 6,84,936 1,354 6,86,290 3.62% 8,64,391 1,304 8,65,695 4.57% +0.95 b. IEPF Authority 40,512 – 40,512 0.21% 42,585 – 42,585 0.22% +0.01 c. Individual i. Individual shareholders holding nominal share capital upto $ 2 lakh 14,70,707 1,29,574 16,00,281 8.44% 14,49,010 1,08,956 15,57,966 8.21% +0.23 ii. Individual shareholders holding nominal share capital in excess of $ 2 Lakh 44,160 – 44,160 0.23% 44,160 – 44,160 0.23% -0.00 Others NRI (Rep) 27,848 – 27,848 0.15% 23,762 – 23,762 0.13% -0.02 NRI (Non-Rep) 28,648 124 28,772 0.15% 26,260 124 26,384 0.14% -0.01 Foreign National – – – – – – – – – OCB Directors & Relatives 100 – 100 0.00% 100 – 100 0.00% 0.00 Trust In Transit – – – – – – – – – Sub-Total-B (2) 22,96,861 1,31,052 24,27,913 12.80% 24,50,351 1,10,384 25,60,735 13.50% +0.70 Net Total (1+2) 46,10,848 1,31,052 47,41,900 25.00% 46,31,516 1,10,384 47,41,900 25.00% 0.00 C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group – – – – – – – – – Public – – – – – – – – – Grand Total (A+B+C) 1,88,36,532 1,31,052 1,89,67,584 100.00% 1,8,857,200 1,10,384 1,89,67,584 100.00% – 24


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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 75.00% – 1,42,25,684 75.00% – – 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 01.04.2019 Shareholding at the end of the year 31.03.2020 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 ** Term of appointment as independent Director ended on 31.03.2020 *** Resigned with effect from 19.03.2020 VII. TOP 10 SHAREHOLDERS AS ON 31.03.2020 Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS LONG TERM EQUITY FUND 582,669 01-04-2019 Opening balance 31-05-2019 Transfer / Purchase 9,055 0.05 591,724 3.12 30-08-2019 Transfer / Sale 36,000 0.19 555,724 2.93 31-03-2020 Closing Balance 555,724 2.93 25


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    WABCO INDIA LIMITED Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company HDFC LIFE INSURANCE COMPANY LIMITED 258,468 01-04-2019 Opening balance 05-04-2019 Transfer / Purchase 9,176 0.05 267,644 1.41 12-04-2019 Transfer / Purchase 605 0.00 268,249 1.41 19-04-2019 Transfer / Purchase 873 0.00 269,122 1.42 26-04-2019 Transfer / Purchase 13,505 0.07 282,627 1.49 10-05-2019 Transfer / Purchase 2 0.00 282,629 1.49 24-05-2019 Transfer / Purchase 5 0.00 282,634 1.49 14-06-2019 Transfer / Purchase 7 0.00 282,641 1.49 28-06-2019 Transfer / Sale 8 0.00 282,633 1.49 05-07-2019 Transfer / Purchase 143 0.00 282,776 1.49 07-08-2019 Transfer / Purchase 3 0.00 282,779 1.49 23-08-2019 Transfer / Purchase 2 0.00 282,781 1.49 30-08-2019 Transfer / Purchase 2 0.00 282,783 1.49 06-09-2019 Transfer / Purchase 3 0.00 282,786 1.49 27-09-2019 Transfer / Purchase 6 0.00 282,792 1.49 11-10-2019 Transfer / Purchase 9 0.00 282,801 1.49 18-10-2019 Transfer / Purchase 7 0.00 282,808 1.49 25-10-2019 Transfer / Purchase 139 0.00 282,947 1.49 08-11-2019 Transfer / Purchase 5 0.00 282,952 1.49 22-11-2019 Transfer / Sale 40 0.00 282,912 1.49 13-12-2019 Transfer / Sale 18 0.00 282,894 1.49 24-01-2020 Transfer / Purchase 7,734 0.04 290,628 1.53 07-02-2020 Transfer / Sale 91 0.00 290,537 1.53 14-02-2020 Transfer / Sale 26 0.00 290,511 1.53 21-02-2020 Transfer / Purchase 3 0.00 290,514 1.53 28-02-2020 Transfer / Sale 53 0.00 290,461 1.53 06-03-2020 Transfer / Sale 12 0.00 290,449 1.53 20-03-2020 Transfer / Purchase 7,451 0.04 297,900 1.57 27-03-2020 Transfer / Purchase 2,320 0.01 300,220 1.58 31-03-2020 Closing Balance 300,220 1.58 FRANKLIN INDIA PRIMA FUND 0 01-04-2019 Opening balance 13-12-2019 Transfer / Purchase 281,404 1.48 281,404 1.48 31-03-2020 Closing Balance 281,404 1.48 CATAMARAN ADVISORS LLP 276,116 01-04-2019 Opening balance 31-03-2020 Closing Balance 276,116 1.46 AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS FOCUSED 25 FUND 198,923 01-04-2019 Opening balance 31-05-2019 Transfer / Purchase 8,979 0.05 207,902 1.10 31-03-2020 Closing Balance 207,902 1.10 26


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    WABCO INDIA LIMITED Date of % of total Cumulative Closing Balance Opening increase or Reasons for No. of shares of the No. of % of total No. of % of total Balance decrease increase or decrease shares Company shares shares of the shares shares of the (Benpos date) Company Company SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT MIDCAP FUND 179,296 01-04-2019 Opening Balance 02-08-2019 Transfer / Purchase 5,000 0.03 184,296 0.97 03-01-2020 Transfer / Sale 2,221 0.01 182,075 0.96 10-01-2020 Transfer / Sale 1,000 0.01 181,075 0.95 31-03-2020 Closing Blance 181,075 0.95 VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS 56,963 01-04-2019 Opening balance 12-04-2019 Transfer / Purchase 109 0.00 57,072 0.30 19-04-2019 Transfer / Purchase 10,898 0.06 67,970 0.36 10-05-2019 Transfer / Purchase 216 0.00 68,186 0.36 21-06-2019 Transfer / Sale 142 0.00 68,044 0.36 27-03-2020 Transfer / Sale 232 0.00 67,812 0.36 31-03-2020 Closing Balance 67,812 0.36 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE MNC FUND 62,937 01-04-2019 Opening balance 31-03-2020 Closing Balance 62,937 0.33 VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND 51,598 01-04-2019 Opening Balance 05-04-2019 Transfer / Purchase 3,594 0.02 55,192 0.29 12-04-2019 Transfer / Purchase 768 0.00 55,960 0.30 19-04-2019 Transfer / Purchase 6,627 0.03 62,587 0.33 26-04-2019 Transfer / Sale 1,503 0.01 61,084 0.32 31-03-2020 Closing Balance 61,084 0.32 27


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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 RAJASTHAN GLOBAL SECURITIES PRIVATE LIMITED 7,648 01-04-2019 Opening balance 05-04-2019 Transfer / Sale 6,680 0.04 968 0.01 12-04-2019 Transfer / Purchase 778 0.00 1,746 0.01 19-04-2019 Transfer / Purchase 6,876 0.04 8,622 0.05 26-04-2019 Transfer / Purchase 3,507 0.02 12,129 0.06 03-05-2019 Transfer / Purchase 2,180 0.01 14,309 0.08 10-05-2019 Transfer / Sale 1,772 0.01 12,537 0.07 17-05-2019 Transfer / Purchase 2,116 0.01 14,653 0.08 24-05-2019 Transfer / Purchase 3,000 0.02 17,653 0.09 31-05-2019 Transfer / Sale 5,468 0.03 12,185 0.06 11-10-2019 Transfer / Purchase 2,257 0.01 14,442 0.08 18-10-2019 Transfer / Purchase 9,444 0.05 23,886 0.13 25-10-2019 Transfer / Purchase 11,774 0.06 35,660 0.19 29-11-2019 Transfer / Sale 3,192 0.02 32,468 0.17 20-12-2019 Transfer / Purchase 1,126 0.01 33,594 0.18 31-12-2019 Transfer / Purchase 47 0.00 33,641 0.18 17-01-2020 Transfer / Purchase 2,108 0.01 35,749 0.19 24-01-2020 Transfer / Purchase 22,306 0.12 58,055 0.31 31-01-2020 Transfer / Purchase 2,106 0.01 60,161 0.32 07-02-2020 Transfer / Purchase 3,429 0.02 63,590 0.34 28-02-2020 Transfer / Purchase 1,773 0.01 65,363 0.34 06-03-2020 Transfer / Sale 1,128 0.01 64,235 0.34 13-03-2020 Transfer / Sale 15,427 0.08 48,808 0.26 20-03-2020 Transfer / Sale 22,216 0.12 26,592 0.14 27-03-2020 Transfer / Purchase 17,199 0.09 43,791 0.23 31-03-2020 Transfer / Purchase 11,814 0.06 55,605 0.29 31-03-2020 Closing Balance 55,605 0.29 28


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    WABCO INDIA LIMITED VIII. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment ($ in Lakhs) Particulars Secured Loan Unsecured Deposits Total Excluding Deposits Loans Indebtedness Indebtedness at the beginning of the financial year 1.4.2019 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 - 31.3.2020 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 144.39 (b) Value of perquisites under Section 17(2) Income Tax Act, 1961 173.25 (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 10.88 Performance Bonus # 107.17 Total (A) 435.69 Ceiling as per the Act 1,128.31 * 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 3.2 1.8 0.6 5.6 Commission @ 14.0 14.0 14.0 42.0 Others – – – – Total (1) 17.2 15.8 14.6 47.6 29


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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) 47.76 Ceiling as per the Act 225.66 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 78.86 28.34 107.20 (b) Value of perquisites under Section 17(2) Income Tax Act, 1961 28.02 0.68 28.70 (c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 2. Stock Option 3. Sweat Equity 4. Commission - As % of Profit - Others, specify 5. Others, please specify Contribution to Provident Fund and gratuity fund 5.11 1.95 7.06 Performance Bonus 18.31 2.80 21.11 Total (C) 130.30 33.77 164.07 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 30


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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: Sales of Automotive 01.04.2019 to 31.03.2020 Markup on cost of raw materials, 25.05.2019 28,149.8 Components conversion cost WABCO Europe BVBA, Rendering of services 01.04.2019 to 31.03.2020 Mark-up on cost of salary, rent 25.05.2019 14,638.9 a fellow subsidiary Fee for Intellectual property 01.04.2019 to 31.03.2020 Royalty @ 4% p.a. on net sales 25.05.2019 4,422.5 Reimbursement of Expenses 01.04.2019 to 31.03.2020 Actuals 25.05.2019 114.8 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 2019-20 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, Executive MBA 60 38 4,35,69,477 Sundaram-Clayton Ltd. Executive MBA 2. R S Rajagopal Sastry 31/8/2015 Chief Financial Officer B.Com, AICWA, ACS 50 32 1,30,30,510 R Stahl (I) Private Ltd 3. Dinesh Shyamsundar 02/09/2011 Leader, WABCO B.E. Electronics & 57 34 1,56,35,059 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 54 33 1,41,35,738 Sundaram-Clayton Ltd. Supply Chain 5. S G Balagurunathan 20/2/2008 Leader, Global B.Sc(AS), B.Tech(EE) 55 33 1,29,36,247 Sundaram-Clayton Ltd. Business Services & MBA (IT) 6. V Ramanathan 22/01/2007 Leader, OE Marketing B.E Mechanical, MBA 51 33 1,08,35,697 Maruti Udyog Ltd. 7. Ganesamoorthy 20/02/2008 Leader, Engineering M.Tech 51 24 1,08,57,227 Sundaram-Clayton Ltd. Arumugam 8. Sivakumar 20/2/2008 Vice President - MBA, Engg 58 37 1,07,80,395 Sundaram-Clayton Ltd. Sathiyasekaran6 Aftermarket Diploma 9. Joseph Jackson Panakkal 04.06.2018 Leader, Human MA (PM&IR), MBA (Finance) 45 23 60,54,123 Saint Gobain India Pvt. Ltd. Resources 10. Simon Leonard 20/02/2008 Leader, Global PE ME, Design 48 25 58,38,335 Sundaram-Clayton Ltd. Change Management BE Mechanical 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 Provident Fund, Gratuity, value of perquisites and benefit arising out of participation per year or rupees eight lakh and fifty thousand per month. in M/s WABCO Holdings Inc., RSU / PSU schemes as per income tax rule. 6. Has since resigned 2. Nature of employment is contractual. For and on behalf of the Board 3. None of the above employee is related to any director of the Company. 4. There are no employees who hold either by himself or along with his family more Chennai M LAKSHMINARAYAN than 2% of shares in the Company and is drawing remuneration in excess of the Managing Director 22nd May 2020 Chairman 31


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    WABCO INDIA LIMITED Annexure - 6 Form No. MR-3 Secretarial Audit Report for the financial year ended 31st March 2020 [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, (ii) The Securities Contracts (Regulation) Act, 1956, and the rules made thereunder. The Members of WABCO India Limited, CIN: L34103TN2004PLC054667 (iii) The Depositories Act, 1996, and the regulations and bye-laws Plot No. 3 (SP), III Main Road, framed thereunder. Ambattur Industrial Estate, Chennai 600058 (iv) The Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder, to the extent of Foreign We have conducted a Secretarial Audit of the compliance of applicable statutory Direct Investment (FEMA); provisions and adherence to good corporate practices by WABCO INDIA LIMITED (hereinafter called “the Company”) during the financial year from 1st (v) The Securities and Exchange Board of India (Substantial April 2019 to 31st March 2020 (“the year”/ “audit period”/ “period under review”). Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST). We conducted the Secretarial Audit in a manner that provided us a reasonable (vi) The Securities and Exchange Board of India (Prohibition of basis for evaluating the Company’s corporate conducts/statutory compliances Insider Trading) Regulations, 2015; and expressing our opinion thereon. (vii) The Securities and Exchange Board of India (Listing We are issuing this report based on: Obligations and Disclosure Requirements) Regulations, 2015 (i) Our verification of the books, papers, minute books and other records (SEBI LODR); and the listing agreements entered into by the maintained by the Company and furnished to us, forms / returns filed and Company with the National Stock Exchange of India Limited compliance related action taken by the Company during the year as well (NSE) and BSE Limited (BSE) (Agreements). as after 31st March 2020 but before the issue of this audit report; (ix) The following laws which were specifically applicable to the (ii) Our observations during our visits to the registered office and one of the Company: factories of the Company; (a) The Special Economic Zones Act, 2005 and the rules (iii) Compliance certificates confirming compliance with all laws applicable to made thereunder (for the units located in a Special the Company given by the key managerial personnel / senior managerial Economic Zone, also referred to as “SEZ laws”); and personnel of the Company and noted by the Board of Directors; and (b) The Software Technology Parks Scheme based on (iv) Representations made, documents shown and information provided by Foreign Trade Policy of the Department of Commerce, the Company, its officers, agents and authorised representatives during Government of India (specially applicable in respect of our conduct of the Secretarial Audit. the Company’s unit located in an STPI, also referred to We hereby report that, in our opinion, during the audit period covering as “STPI laws”). the financial year ended on 31st March 2020, the Company: (x) Secretarial Standards issued by The Institute of Company (i) has complied with the statutory provisions listed hereunder; and Secretaries of India (Secretarial Standards) in respect of (ii) has Board processes and compliance mechanism in place Meetings of the Board of Directors (SS-1) to the extent to the extent, in the manner and subject to the reporting made hereinafter. applicable to Board meetings held during the year, General Meetings (SS-2) to the extent applicable to the 15th Annual The members are requested to read this report along with our letter of General Meeting held on 14th August 2019. even date annexed to this report as Annexure – A. 1.4. The Company was not required to comply with the following on 1. Compliance with specific statutory provisions account of the nonoccurrence of events during the year: We further report that: (i) Foreign Exchange Management Act, 1999, and the rules and 1.1. We have examined the books, papers, minute books and other regulations made thereunder to the extent of Overseas Direct records maintained by the Company and the forms, returns, reports, Investment and External Commercial Borrowings (FEMA); disclosures and information filed or disseminated during the year, (ii) The Securities and Exchange Board of India (Registrars to an according to the applicable provisions / clauses of the Acts, Rules, Issue and Share Transfer Agents) Regulations, 1993, Regulations, Standards and Agreements set out hereunder. regarding the Companies Act, 2013, and dealing with client; 1.2. During the period under review, and also considering the compliance (iii) The Securities and Exchange Board of India (Issue and Listing related action taken by the Company after 31st March 2020 but of Debt Securities) Regulations, 2008; before the issue of this report, to the best of our knowledge and (iv) The Securities and Exchange Board of India (Delisting of Equity belief and based on the records, information, explanations and Shares) Regulations, 2009; representations furnished to us, the Company’s compliance with (v) The Securities and Exchange Board of India (Share Based the said applicable provisions / clauses of the Acts, Rules, Employee Benefits) Regulations, 2014; Regulations, Standards and Agreements are as set out hereunder. (vi) The Securities and Exchange Board of India (Issue of Capital 1.3. The Company has generally complied with the following: and Disclosure Requirements) Regulations, 2018; (i) The Companies Act, 2013 and the rules made thereunder (vii) The Securities and Exchange Board of India (Buy-Back of (“the Act”). Securities) Regulations, 2018; and 32


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    WABCO INDIA LIMITED (viii) Secretarial Standards on Dividend (SS-3) and Secretarial (one) Independent Director was present. However, the following Standards on Report of the Board of directors (SS-4) issued items were either circulated separately or at the Board meetings: by the Institute of Company Secretaries of India (being non- (i) Supplementary agenda notes and annexures in respect of mandatory). unpublished price sensitive information such as audited 2. Board processes: accounts/ results, unaudited financial results and connected We further report that: papers; and 2.1 The constitution of the Board of Directors of the Company during (ii) Additional subjects / information / presentations and the year was in compliance with the applicable provisions of the supplementary notes. Companies Act, 2013, and SEBI LODR. 2.7 A system exists for directors to seek and obtain further information 2.2 As on 31st March 2020, the Board has: and clarifications on the agenda items before the meetings and for their meaningful participation at the meetings. (i) 1 (one) Executive Director; 2.8 We are informed that at the Board meetings held during the year: (ii) 3 (three) Non-Executive Non-Independent Directors; and (i) Majority decisions were carried through; and (iii) 2 (two) Independent Directors. (ii) No dissenting views were expressed by any Board member 2.3 The Board has two women directors, one of whom is an Independent on any of the subject matters discussed, that were required to Director and one a Non-Executive Non-Independent director. be captured and recorded as part of the Minutes. 2.4 The processes relating to the following changes in the composition of the Board of Directors during the year were carried out in 3 Compliance mechanism compliance with the applicable provisions of the Companies Act, We further report that: 2013, and SEBI LODR: 3.1 There are reasonably adequate systems and processes in the (i) Re-appointment of Mr. Sean Ernest Deason Company, commensurate with the Company’s size and operations, (DIN: 07334776) as a Director, upon retirement by rotation at to monitor and ensure compliance with applicable laws, rules, the 15 th Annual General Meeting (AGM) held on regulations and guidelines. There is scope for improvement in the 14th August 2019. compliance systems and processes, keeping pace with the growth (ii) Re-appointment of Mr. M Lakshminarayan (DIN: 00064750), in operations and increasing statutory requirements. as a Non-Executive and Independent Director for another term 4 Specific events / actions of five consecutive years from 1 st April 2019 to We further report that: 31st March 2024, which was approved by the members at the 15th AGM held on 14th August 2019. 4.1 The following specific events/actions arose during/ immediately after the audit period, having a major bearing on the Company’s affairs (iii) Re-appointment of Mr. Narayan K Seshadri in pursuance of the above referred laws, rules, regulations and (DIN: 00053563), as a Non-Executive and Independent standards: Director for another term of one year from 1st April 2019 to 31st March 2020, which was approved by the members at the 75% of the voting share capital in the Company is held by WABCO 15th AGM held on 14th August 2019. Asia Private Limited, Singapore, which is an Indirect subsidiary of WABCO Holdings Inc., USA, (WABCO US) the ultimate holding (iv) Appointment of Dr. Christian Brenneke (DIN: 08344547) and company. On 28th March 2019, WABCO US, entered into a Merger Mr. Philippe Colpron (DIN: 08344534), who were appointed Agreement with ZF Friedrichshafen AG, Germany (ZF). The as Additional Director (Non-Executive and execution of the said Merger Agreement amounted to an indirect Non-Independent), effective 29 th January 2019, as acquisition of 1,42,25,684 equity shares of the Company, constituting Non-Executive Directors liable to retire by rotation, at the 75% of its total voting share capital by ZF from WABCO US. This 15th AGM held on 14th August 2019. has triggered an open offer under Regulation 3(1), 4 and 5(1) of (v) Re-appointment of Mr. P Kaniappan as Managing Director for SEBI SAST. ZF has accordingly made a public announcement to another term of 5 (five) years from 17th June 2019, not subject the public shareholders of the Company on 2nd April, 2019, for the to retirement by rotation. acquisition of upto 47,41,900 fully paid up equity shares of the face (vi) Resignation of Mr. Sean Ernest Deason (DIN: 07334776) as value of $ 5 each, constituting 25% of the voting share capital of the a Director, with effect from close of business hours on 19th Company at an offer price is $ 6,318/- per Equity Share. March 2020. For S Krishnamurthy & Co., (vii) Retirement of Mr. Narayan K Seshadri (DIN: 00053563) as a Company Secretaries Director on 31st March 2020, upon completion of his tenure as a Non-Executive Independent Director. 2.5 Adequate notice was given to all the directors to enable them to K. SRIRAM plan their schedule for the Board meetings. Partner 2.6 In respect of Board meetings held during the year, Notice, Agenda Membership No: F6312 and detailed notes on agenda were sent either 7 (seven) days in Date : 22nd May 2020 Certificate of Practice No:2215 advance or at a shorter notice, at all of which meetings atleast 1 Place : Chennai UDIN : F006312B000267903 33


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    WABCO INDIA LIMITED Annexure – A to Secretarial Audit Report of even date To, 5. We have considered compliance related actions taken by the Company based on independent legal / professional opinion obtained The Members of as being in compliance with law, wherever there was scope for multiple WABCO India Limited, CIN: L34103TN2004PLC054667 interpretations. Further, with reference to compliance related actions Plot No. 3 (SP), III Main Road, Ambattur Industrial Estate in the nature of filing of returns with statutory authorities / dissemination Chennai - 600058 of information to stock exchanges, we have also considered Our Secretarial Audit Report (Form MR-3) of even date for the financial compliance related action taken by the Company after the relevant year ended 31st March 2020 is to be read along with this letter. due dates, but before the issue of this report. 1. The Company’s management is responsible for maintenance of 6. We have not verified the correctness and appropriateness of financial secretarial records and compliance with the provisions of corporate records and books of accounts of the Company. and other applicable laws, rules, regulations and standards. Our 7. We have obtained the Management’s representation about responsibility is to express an opinion on the secretarial records compliance of laws, rules and regulations and happening of events, produced for our audit. wherever required. 2. We have followed such audit practices and processes as we 8. Our Secretarial Audit report is neither an assurance as to the future considered appropriate to obtain reasonable assurance about the viability of the Company nor of the efficacy or effectiveness with which correctness of the contents of the secretarial records. the management has conducted the affairs of the Company. 3. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are reflected therein. We also For S Krishnamurthy & Co., examined the compliance procedures followed by the Company on a test basis. We believe that the processes and practices we followed Company Secretaries provide a reasonable basis for our opinion. 4. While forming an opinion on compliance and issuing this report, we K. SRIRAM have taken an overall view based on the compliance process / Partner procedures followed by the Company; and also considered Membership No: F6312 compliance related action taken by the Company after 31st March Date : 22nd May 2020 Certificate of Practice No:2215 2020 but before the issue of this report. Place : Chennai UDIN : F006312B000267903 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, The Members of WABCO India Limited, CIN: L34103TN2004PLC054667 Plot No. 3 (SP), III Main Road, Ambattur Industrial Estate Chennai - 600058 We hereby certify that, in our opinion, none of the Directors on the Board of We are issuing this certificate based on the following, which to the best of WABCO INDIA LIMITED ('the Company') as on 31st March 2020, as listed our knowledge and belief were considered necessary in this regard: below, have been debarred or disqualified from being appointed or continuing 1. Our verification of the information relating to the directors available as directors of companies, by the Securities and Exchange Board of India in the official website of the Ministry of Corporate Affairs; and (SEBI) or the Ministry of Corporate Affairs, Government of India (MCA): 2. Our verification of the disclosures / declarations / confirmations Sl. Name of the Director Nature of Director provided by the said directors to the Company and other relevant No. Directorship Identification information, explanation and representations provided by the Number (DIN) Company, its officers and agents. 1. Muthuswami Lakshminarayan Chairman, 00064750 We wish to state that the management of the Company is responsible to ensure Non-Executive, the eligibility of a person for appointment / continuation as a Director on the Independent Board of the Company. Our responsibility is to express an opinion on this, 2. Periakaruppa Nadar Managing based on our verification. This certificate is neither an assurance as to the Kaniappan Director 02696192 future viability of the Company nor of the efficacy or effectiveness of the Corporate Governance processes followed by the management of the 3. Lakshmi Venu Non-Executive, 02702020 Independent Company. 4. Brown Lisa Jane Non-Executive, 07053317 For S Krishnamurthy & Co., Non-Independent Company Secretaries 5. Philippe Colpron Non-Executive, K. SRIRAM Non-Independent 08344534 Partner Membership No: F6312 6. Christian Oliver Brenneke Non-Executive, 08344547 Date : 22nd May 2020 Certificate of Practice No:2215 Non-Independent Place : Chennai UDIN : F006312B000267925 34


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    WABCO INDIA LIMITED Management Discussion and Analysis Report The Company is a leading supplier of technologies and services that create employment and the Reserve Bank of India (RBI) has improve safety, efficiency and connectivity of commercial vehicles in also stepped in to provide adequate liquidity to counter a India. Powered by its vision for accident-free and greener transportation sudden stop in economic activity. The economic recovery is solutions, the Company excels in pioneering breakthrough innovations expected to be gradual and is likely to get back to pre-COVID that bring industry-leading solutions to the commercial vehicle industry levels by the second half of 2021 (Calendar Year). worldwide. The company positions itself at the forefront of technological Inflation: Consumer price index (CPI) inflation for 2020-21 is innovation in its segment providing an advanced portfolio of solutions projected to be at 3.2% and technologies, Fleet Management solutions for Original Equipment Manufacturers (OEMs) and fleets in India and globally. Interest rates: The Monetary Policy Committee (MPC) has decided to fix the repo rates at 4.7% In today's dynamic and rapidly changing scenario, global mega-trends such as population growth, Internet of Things (IoT), higher customer ii. Indian Commercial Vehicle Industry: expectations and a push towards sustainability, combined with Commercial vehicle sales are directly linked with economic increasingly demanding customer requirements for flexibility, speed and activities in the country. The global automotive industry is safety put further pressure on supply chains and fleet profitability. As witnessing one of the most challenging periods on the back the commercial vehicle industry moves towards increasingly autonomous, of the ongoing COVID-19 pandemic and the slowdown. connected and electric (ACE) vehicles to meet these challenges, the In FY'20, the CV industry was hit with a number of growth- company will focus and drive technological advancement that will impacting factors such as revised axle load norms, the shift continue to enable smarter operations across the ecosystem. to BS VI emission norms, demand crunch due to a prolonged I. Industry Structure and Development: economic slowdown and the COVID-19 pandemic. The commercial vehicle space is expected to see 8% - 10% i. GDP growth and Indian economic outlook: contractions over the next year, as the result of the pandemic India is currently facing short-term challenges, including the and macro economic challenges. The demand headwinds outbreak of COVID-19 which has compounded the slowdown. are expected to continue over the near-term due to the As per UN estimates, India's GDP is likely to grow at 1.2% weakening financial profile of fleet operators and significant in 2021-22 due to the current COVID crisis which has added price hikes because of transition to BS-VI emissions norms. to the deceleration caused by the economic slowdown. India grew at 6.8 % in fiscal year 2018-19 and at 5% in According to reports available on the public domain, the sale of CVs were down by 88% in March 2020 compared 2019-20. There is a silver lining to every cloud and reports indicate a recovery starting in Q4 2020 and a favorable to the corresponding period of the previous year. The cumuliative sales were down 28% in FY'20 compared to growth rate of 5.5 to 7 % in 2021. India and China are the only two economies in the world that are not projected FY'19. Recovery in the CV segment, is expected to take a while; the partial revival ought to start in the next to shrink in 2020 even though their growth rates have slowed down considerably. 1-2 quarters once the economy starts opening up. Overall, apart from the continuing resilience of agriculture Some of the trends that will drive the demand for commecial and allied activities, other sectors of the economy will be vehicles adversely impacted by the pandemic, depending upon its • Globally, the urban logistics opprtunity is estimated at intensity, spread and duration. Relatively modest upsides $ 6.12 tn by 2025 are expected to emanate from monetary, fiscal and other • E-commerce will be a key driver for retail sales and policy measures and the early containment of COVID-19, alsomost 20% of new sales will come through online if that occurs. channels The Government of India has introduced support packages, • Connectivy and digitalization will open up new (10 % of the GDP) including fiscal and monetary support opportunities and avenues for the industry as well as guarantee schemes. The Reserve Bank of India • New busines models such as freight aggregators will has also acted swiftly to reduce cost of capital and avoid create a rise in demand for commercial vehicles the liquidity shortfall induced by the COVID -19 lockdown. It has cut policy rates, injected liquidity (about 4% of the With the implementation of GST, the proportion of small GDP) and other long-term measures to encourage economic fleet owners is expected to decline and they are likely to buoyancy. The Government has further announced several associate themselves with larger fleet owners which will structural reforms to encourage investments, including partial lead to the creation of mega-fleets. A well thought out deregulation of the agricultural sectors, lower entry restrictions vehicle scrappage policy with incentives is likely to spur in eight industrial sectors and revised the definitions of demand for commercial vehicles in the short to medium micro, small and medium size enterprises. The economy term. Adoption of digital connectivity solutions will make is expected to recover as the lock down is lifted. Pent up fleets more efficient and cost-effective. demand from postponed consumption and inventory restocking is expected to boost economic activity. The Government of India's FAME-II scheme has led to an increase in the adoption of electric buses in the country. The Government has announced several fiscal measures to The Government can make significant budget allocation to incentivize capital formation attract foreign investment and the Ministry of Urban Development to support State Transport 35


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    WABCO INDIA LIMITED Undertakings in procuring Buses with other fuels like CNG, operator's real time so as to empower the fleets to significantly Diesel, Biofuel etc. This would also lead to reviving demand enhance safety and operational efficiency. The company is for commercial vehicles. today working with several OEMs in the country to reduce the Total Cost of Ownership (TCO) by recommending the With more structural reforms underway in a stable economic right value enhancers and by providing improved uptime for environment with digital technology, the market is expected the fleets through its Fleet Management Solutions. to regain the growth path. The market forecast points to an The shift to better emission norms and upgrade of vehicle increase in the sale of light and intermediate commercial platforms has created numerous digitalization opportunities vehicles, with demand for high-tonnage trucks rising in in the entire fleet ecosystem with a huge potential to mobilize FY 2022. The production cycle will increase in the coming the vehicle intelligence to provide deep meaningful insights years owing to export markets seeking budget trucks that on the vehicle performance to the end user/ fleet owner. are compliant to global emission standrds and quality norms. Post GST and increased axle load norms; the fleets are Some of the key technologies that will drive future trends looking at amplified vehicle utilization and optimizing their total include alternate fuel systems, Electric vehicles and EV cost of ownership. To better support the OEMs when the retrofits, Higher horse power engines with electronic diesel- regulation for increased axle load was effected, the company controlled system, Auxiliary braking system like introduced larger sized compressors, improved braking and electromagnetic retarders, hydraulic retarders and intarder stability solutions to help them create differentiated products in automatic transmission, Speed monitoring and control for their customers. systems, Vehicle payload monitoring systems, eSIM-enabled The Company also introduced numerous products through the vehicles, GPRS and GPS-related technologies, Vehicle alarm aftermarket to enhance the safety and efficiency of fleets system to detect irregular driving patterns, Engines complying including Air Suspension with ECAS technology, Tandem Master with BS VI emission norms, Infotainment systems, IT-enabled cylinder and Clutch master cylinders. The company also navigation, vehicle tracking, vehicle productivity analysis, increased its market share for Diesel Exhaust Fluid (DEF). Advance transmissions with electronic integrations such as The Company looks forward to the following strategic automated manual transmission and other new technologies, opportunities in the coming years. Electronic braking system (EBS), Electronic stability program • Partner with Trailer customers for implementing 100% and control (ESP), Collision avoidance warning system, TABS, penetrating and expansion of Intelligent Trailer Lane departure warning systems, Air suspensions for buses Program products and air disc brakes for trailers and trucks, HVAC systems for cabins of buses / trucks. • Technical / Homologation support for advanced technology products II. Opportunities & Threats • Leverage / expand its manufacturing footprint to ensure With the shift from BS IV to BS VI in 2020, the auto industry increase customer centricity has taken a significant step in the right direction by harmonizing • Penetration road map for newer technologies like and coming on par with emission norms of the European Electronic Stability Control (ESC), Advanced Driver and American markets. The BS-VI regime normalizes the Assistance Systems (ADAS), Reverse Parking Assistance playing field for OEMs and the auto component industry alike System (RPAS), Driver behaviour monitoring system to participate in the global market through exports, given that (DBMS) the vehicles and the technology in them would be at par • Introduction of new product protfolio - Doors with door with the global standards. control system, air suspension systems, air disc brakes among others Stricter safety norms provides the company a unique Anticipating evolutionary changes in the traditional aftermarket opportunity to work even more closely with OEMs to further business models, the Company is striving to introduce new penetrate the Indian market and introduce new technologies business and revenue models through e-commerce. The for the benefit of the end customers. During the year, the company is also looking at ramping up its sales, service and company introduced new products for OEMs, fleets and distribution network to effectively cater to fleets and customers aftermarket thus creating an increase in vehicle content, across the country. Leveraging the wave of digitalization, the better technology penetration and foraying into new domains company is also exploring the use of digital models and other for commercial vehicle technology. initiatives to be ahead of the curve. The authorized service center network is expanding and currently the company has During the course of the year, the company worked with around 280 service centers with pan India presence to cater OEMs as a technology partner to introduce technolgies to the customer requirements. These initiatives have resulted compliant with BS VI norms like hill start aid (HSA), Automatic in improved service practices, availability of genuine parts Traction Control (ATC), Air Disc Brakes (ADB), Electronic and generate additional revenue for the company. Given the Stability Control (ESC), Automated Manual Transmission opportunities available in the commercial vehicle segment we (AMT), Fleet Management Solutions (FMS), Tire Pressure expect the activity levels of the competitors to also be on Monitoring System (TPMS), Advanced Air Processing Units the rise. among other technologies. III. Risks and Concerns As a complete system supplier, the company uniquely connects The company is experiencing the impact of lockdowns truck, trailer, cargo, drivers, business partners and fleet induced by the spread of COVID 19 to pandemic levels. 36


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    WABCO INDIA LIMITED The nationwide lockdown which started from 17th March as the lockdowns and restrictions are relaxed and economic 2020 is continuing. This has resulted in nil to very minimal activity begins. The company is closely monitoring all the commercial vehicle production and hence has an impact factors which may impact the demand for commercial on the revenue of the Company. Review of the business vehicles, the components needed for servicing the plan based on the scenarios were put in place and is being commercial vehicles and also the global economy which closely monitored by the Board and the Leadership team will impacts its OEM, After Market and export sales with timely and relevant information. The company has respectively. Given the uncertainty in evolution of various been gradually opening up its factories and operations factors, the company is fairly confident that over the next within the limits approved by the appropriate Governments. 2 or 3 quarters, economy and the industry will witness An average capacity of about 40% has been enabled at gradual increase in activity levels. As the finished good various factories of the Company when compared to inventories of commercial vehicles are estimated to be low operating levels of February 2020. The company is monitoring currently, the outlook for volumes is positive. the state of relaxations at various locations and also the evolution of demand. The company is suitably equipped to Factors like continued restrictions even after lifting of lock down, social distancing norms, ability of supply chain to scale up capacities and production to match the demand as it evolves. revive, getting back the required workforce and the time to train them may impact the road to recovery. This may The Company adopted the work from home policy during result in low levels of manufacturing activity in the short the entire duration of the lockdown wherever feasible. All term. The cost of operations is likely to be impacted due necessary arrangements were made for employees to work to the need for re-designing factories to address social from home. The company was largely successful in ensuring distancing norms. that essential activities were not interrupted. The Company has cash reserves to meet its obligations The Company has its operational locations in areas which and does not foresee a need to borrow or raise capital. are classified as "Red areas". The company is strictly The company has a strong credit management process and adhering to the protocols defined by the Government while investment vetting processes. The assets of the Company operating in these locations. Well established and well- need not be impaired due to the slow down caused by rehearsed safety, social distancing and sanitizing norms are COVID 19. The Company has met all its financial obligations ensured. These measures include and would continue to do so.The company is receiving all major dues from its customers albeit with some delays. The • Standard SOP for restart of operations based on company has been accepting payments through government guidelines arrangements with the banks the customers have made on • Thermal Screening, self-declarations & hand sanitizing a selective basis. The Company does not consider any of all employees and visitors incremental material recoverability risk. It is expected that the situation would improve going forward along with the • Regular update of the health of all the employees and relaxation in restrictions. The company has taken all steps their families to conserve cash during the lockdown, as revenues were • Disinfection of all frequent touch points twice a day hit. The company also has imposed strict cost control in all sites/offices, non-touch hand sanitizers are placed measures to reduce and avoid discretionary spend. However, cash and profitability are expected to be impacted due to • Social distancing in production line as well as in office extreme drop in activity levels. areas with gloves and masks being made mandatory in all production lines The company has however ensured that all committed and due payments for statutory purposes, to vendors and to • Touch free modification made in rest rooms and water employees were made on time. The company took special coolers care to engage with its employees and help them be • Awareness sessions with Dos and Don'ts to all motivated and productive during the lock down while employees before back to work monitoring and caring for their health and safety. All possible advice and help was made available to the employees. The • Video for COVID safety practices developed and company had conducted special programs to address the communicated to all employees vendors and guide them to be safe and sustain themselves • Work from home recommended for non-production during the lockdown. employees The Company did a thorough study of its inventory and • Only 50% occupancy is permitted in canteen at a time; no major obsolescence is estimated but for a slowing of food is served by canteen staff so to ensure minimal liquidation of some items. touch The Company has robust ERP system in place and all its • Regular engagements with customers & vendors to locations are well networked. Even during the lockdown with a combination of critical staffs working from locations and assess their preparedness. all others working from home, all reporting systems worked The Company expects that the return to normalcy in the seamlessly without any disruption and ensuring adequate segment in which the company operates will commence controls. 37


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    WABCO INDIA LIMITED Apart from the above, the cyclical nature of the Indian The automotive industry, which in recent years was already commercial vehicle industry presents its own risk to the going through a slump with negative growth around the world business. The operating expenses are likely to rise with the due to saturation of demand, regulation changes and expected increase in prices of key raw materials. transformation toward EVs, is expected to be among the hardest hit by COVID-19. The pandemic will not change the STEEL long-term trends within the automotive sector with increased As a raw material and intermediate product, production and environmental regulation and the consumers move towards consumption of steel are widely regarded as indicators of plug-in hybrids and full Electric Vehicles. economic progress. Today, the steel industry directly contributes slightly more than 2% to the GDP of the country. Iindirect ALUMINIUM contribution is much larger, owing to the dependence of other Aluminium is the second most used metal in the world after sectors. steel with an annual consumption of approximately 88 million India is currently the world's second largest producer of crude tonnes (including scrap). It is also the fastest growing metal steel, with 110.92 MT produced in 2018-19 (up from 103.13 which has grown nearly 20 times in the last sixty years MT in 2017-18). The country has strengthened its domestic (compared to 6 to 7 times for other metals). India, too, is steel industry considerably over the last decade. It became catching up with this global trend. Aluminium Industry is the a net exporter in FY 2016-17, with exports of total finished second most important metallurgical industry in India. Aluminium steel reaching 8.24 MT vis-à-vis imports of 7.22 MT in the demand in the first quarter had grown by about 7%, and in same year. The growth pace of India's steel demand is likely the second quarter degrew by 6%. India has nearly 10% of to slow because of weak auto and manufacturing demand even the world's bauxite reserves and a growing aluminium sector as India's demand growth remains the strongest in Asia. that leverages this. Demand for aluminium is estimated to grow However, the country will continue to remain the world's second- at 6 - 8% per annum in view of the low per capita consumption largest steel producer behind China, after having overtaken in India. India's aluminium consumption is expected to double Japan in 2018. According to India Ratings and Research (Ind- to over 7 million tonnes in five years. Ra), the steel industry's net leverage and interest coverage In India, almost half the demand for aluminium is from the are likely to deteriorate in FY20 due to compressed EBITDA power sector, unlike other countries where it is the auto sector margins, drop in realisations due to demand slowdown and that drives the demand.In India, the auto sector consumes increase in raw material prices in FY20 year-on-year. The about 15 per cent of the aluminium produced in the country. demand for steel in India is likely to be driven by the "House Also, demand for the metal is expected to pick up as the for all by 2022" mission to build 19.5 million homes over the scenario improves for user industries, like power, infrastructure next two years and $140 billion spending on railways, roads and transportation. The metal has replaced steel and iron in and metros. the construction of many critical auto parts. Aluminium prices The Indian automotive industry is the fourth largest in the world. were below $2,000 per tonne for the major part of the year It contributes to around 9% of total steel demand in India. India and since mid-July have been below $1,800 per tonne despite is the largest manufacturer of two-wheelers, threewheelers and available stocks nearly falling to their lowest in a decade. tractors, the fourth largest producer of passenger vehicles, and Although raw materials prices are significantly lower than they the seventh largest in commercial vehicles in the world. Two- were a year ago, they continue to make up a large percentage wheelers occupy a dominant position with an 81% market of the LME aluminium price. Since the auto industry is the share and overall passenger vehicles compose 13% of the largest consumer of aluminium, its slowdown across the globe market. India's automobile sector is domestic market oriented, has been a dampener. In 2019, while production was 63.69 with domestic sales accounting for over 80% of sales. After million tonnes, demand was 60 million tonnes. Aluminium scrap rapid growth in the last few years, the sector is currently imports come into India in bulk quantities. So, if the global undergoing a slowdown. All the sub-segments have witnessed excesses find a way to India this year again, with no custom de-growth in 2019. barriers, the prices may move in tandem with the global market. The profitability of the steel makers, measured by EBITDA per tonne, is expected to further decline by 5% in 2020 following Risk Management: a sharp decline of around 25% in 2019 because of soft demand The Company has laid down procedures for risk assessment according to Moody's Investors Service, which has negative and mitigation actions. The Board has constituted a Risk outlook for the Asian steel sector for 2020. The National Steel Management Committee to review the aspects of risk Policy, 2017 envisages 300 million tonnes of production capacity management periodically, to ensure that executive management by 2030-31. The per capita consumption of steel has increased reviews and controls risk through means of a properly defined from 57.6 kgs to 74.1 kgs during the last five years. The framework. Risks identified and mitigation measures are industry is witnessing consolidation of players, which has led periodically checked by the internal audit team and are to investment by entities from other sectors. The ongoing communicated to the Board of Directors. consolidation also presents an opportunity to global players to enter the Indian market. Government has introduced the IV. Internal control system and their adequacy steel scrap policy aiming to reduce import. After slower than The Company has proper and adequate systems of internal control expected growth in 2019, mainly due to the recession in the including internal financial controls for financial reporting to ensure developed economies, a further decline is being witnessed in that all assets are safeguarded and protected against loss from global steel demand in the second quarter of 2020. unauthorized use or disposition thereof and ensure accurating 38


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    WABCO INDIA LIMITED reporting. All transactions are authorized, recorded and reported B. Quality correctly. The internal controls are checked by internal auditors. The quality systems in the company aim at achieving total Observations made by them, management actions and time frames customer delight through its focus on improving product quality are reviewed. confirming to world class standards. This is achieved through inculcation of quality mindset and transformation among V. Operations review employees. The Company is at 15 PPM for the year A. Manufacturing 2019-20. Customers continue to expect the industry benchmark of Zero PPM and Zero Irritants. The Company strives for During 2019-20, in response to volatile market scenario and zero defect performance and mindset of zero tolerance towards slumped economic conditions, integrated supply chain rolled deviations. out various cost optimization programs to flex cost throughout the entire supply chain. The Company's manufacturing facilities Six sigma tools are used for analysis and projects are rolled built on its strong fundamentals of Total Quality Management out for each customer to meet their requirements and to (TQM), Total Productive Maintenance (TPM) and Lean standardize all critical production lines. Deploying "VDA6.3" and Manufacturing has rolled out major productivity and quality "VDA6.5" process and product requirements, product safety improvements engaging all the employees within the standards and IATF 16949 helped the company to eliminate organization. the defects significantly. Project quality along with product engineering quality achieved 100% customer PPAP "First Time Given the reduced activity levels, supply chain was focussed Right" for All BS VI Products and ensure 100% Green launch. on aggressive localization programs, improving cost Significant efforts were put in to improve product quality which competitiveness, quality and responsiveness. During the year, ensured that there was no recall of products or service campaign the Company had focused to improve capacity of new gen during the year and significantly reduce warranty claims. products to secure additional export volumes and to improve Total Quality Management is a way of life at the Company. the local market penetration. It had also transferred few As part of this, 100% participation in total employee involvement manufacturing lines closer to customer promoting the plants has been successful for the past two decades. Employees to be self-reliant. across all the plants were involved and have completed 265 Company had carried out line upgradation program across its quality control circle projects, 174 supervisory improvement facilities in India to meet the product/process requirements of team projects and cross functional team projects by applying BS-VI with optimal investment leveraging its lean and frugal statistical tools, including Six Sigma (DMAIC and DMADV) and engineering capabilities. Quick Response Six Sigma (QR6S) methodology during the year. Over 1,15,869 suggestions have been implemented by During the year, the company had also revisited its distribution all employees throughout all the plants, including trainees. strategy. Packaging costs were challenged through alternate Employee suggestion scheme is in force at all plants and materials and value analysis of packaging design enabling employees implement suggestions under productivity, quality, transportation of more parts per cubic space. Company had cost, delivery, safety and morale categories. In order to foster also performed reverse auction, rationalizing service providers employee engagement across all plants, interplant quality circle and revisiting its delivery operations consolidating long haul and six sigma competitions were conducted and best teams shipments. This had helped 50% reduction of vehicle trips and were recognized. reducing CO2 emissions by 0.35 metric tons per day. The Quality control circle, cross functional teams of employees company had also reduced the storage space in the external participated in external competitions conducted by industry warehouses. bodies, Automotive Component Manufacturers Association "WIN 2.0" was a transformation initiative intended towards (ACMA), Confederation of Indian Industry (CII), National changing the mindset of employees at all levels, all functions Institution for Quality and Reliability (NIQR), Indian Machine and across locations to achieve global standards of performance. Tool Manufacturers Association (IMTMA), Quality Circle Forum This initiative which was widely imbibed in employees continues of India (QCFI), Indian National Suggestions Schemes' to yield visible results in all areas of operations. Employees Association (INSSAN) and have won various prizes won several awards in external competitions organized by demonstrating their passion and innovation in various areas Confederation of Indian Industry (CII); National Institution of of excellence in quality & manufacturing which are given below. Quality Assurance and Indian Association of Quality and Notably, a QCC team from Jamshedpur plant had won the Reliability (NIQR); Automotive Component Manufacturers gold award in an international QCC competition conducted by Association of India (ACMA) demonstrating their passion and Japan Productivity Association in Tokyo. The team qualified innovation in various areas of excellence in manufacturing. for the international QCC competition by winning the regional Notably, a QCC team from Mahindra World City plant had and national level QCC competitions. won the first prize in state level QCC competition organized 1. Ambattur team won platinum award in Regional ABK by CII. Teams from Ambattur plant secured First Prize in CII AOTS - DOSOKAI SIT Competition Regional Poka Yoke competition & "Platinum" award in National 2. Uttarakhand team won 1st prize in ACMA Northern Zonal Convention on Innovative QC Teams competition. Level QCC Competition 39


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    WABCO INDIA LIMITED 3. Rainbow QCC team of Jamshedpur plant won Gold business process flow chain to capture every detail and its virtual award in QCFI, Bhilai QCC user interface was quickly adapted. The Human Resource organization 4. Rudra QCC team of Jamshedpur plant won gold award restructured through internal role change and provided opportunity in International QCC Convention at Tokyo within the function to leverage team synergy. 5. Ambattur team won the first Prize in ACMA Low Cost WABCO India on-boarded its first Campus to Corporate (C2C) batch Automation competition of 45 fresh engineering graduates during July 2019 from top ranked premium institutes from the country viz., NITs, BITS, Anna university C. Cost management etc. The initiative kick started in 2018 by creating a new brand called The Company continues its focus on upgrading the robustness C2C aimed at adding new and young talent pipeline to the existing of cost control mechanisms and capabilities in all activities, talent pool to take up leadership positions in near future. especially procurement, operational expenses and VoW - Voice of WABCO India an employee engagement survey manufacturing. The Company realizes that better cost theme was conceptualized and launched as a region wide survey management is the key differentiating factor in this competitive covering employees of all locations Dec 2019. The survey was environment, the prime strategies are value creation through conducted by an external agency and overall score accounted for design improvement, localisation of inputs and products and the survey is 79% which is a benchmark for similar industries. conversion cost productivity. Leadership talent addition was also a key focus wherein the year Cross functional teams are formed with members from various witnessed addition of leadership talents in Sales AM, Quality Assurance functions like product engineering, manufacturing & sourcing function, Site Leadership roles and FMS business. During the year to focus on identified cost reduction projects. The Company the company has inducted 333 new talents focused mainly for continues to find best cost supplier across continents leveraging Product Engineering. The current average recruitment lead time of the global platform in an endeavor to become best cost supplier the lateral talent is around 45 days. The Company successfully to our customers. Key focus area is process improvement blends mid-career recruitments with internally grown talent through through technical collaboration with leading suppliers to a robust globally managed talent management process. Rewards continuously keep the costs at optimal levels. and recognition system is in place to retain and provide fast track growth for high potential employees. Internal talent mobility rate which D. Information Technology is at 50% is one of the key engagement drivers ensuring employees The Company continues its digital transformation drive across to move and grow within WABCO group across functions, businesses, 3 major pillars - enterprise transformation, digital transformation and countries. The Company's voluntary turnover rate is at 7.6%, and IT/Cyber security in alignment with global IT guidelines. while similar industry attrition rates are at an average of 10%. Data & Advanced Analytics, Industry 4.0, Robotic Process "Ignition" a revamped Induction program to orient new joiners continues Automation, Mobility based solutions, chatbots are key areas to be one of the focus areas during the year. A kit containing branded of focus in the digital transformation to enable cost optimization, merchandise has been introduced for new joiners containing policy productivity and addressing customer needs. Multiple Industry manuals, code of conduct etc., which has helped provide a wow 4.0 pilots have been successfully implemented in the shop floor feel to the new joiners. Familiarization of the Code of conduct in the areas of Machine Health, Energy Management, Production program is also a part of the induction program so that they can Management, Quality process control etc. Plans are put in better understand the importance of complying with the code and place to assess & implement Digital Twin & Process mining policies of the company. solutions for the Order to Cash and Procure to Pay process. Business teams are enabled with tools like Tableau & Cognos WIN continuously nurtures its culture through the PACEmakers' to perform their own analysis and findings from their data program and has conducted workshops frequently during the year As part of Enterprise transformation, multiple SAP projects are to different functions. The PACEmakers guide personnel to nurture delivered to enhance the SAP usage maturity and specific behaviors that are critical to help power continued success; standardisation and Salesforce implemented to assist the sales behaviors that encourage unleashing passion, use diverse talents team to streamline and manage the leads and opportunities. to the greatest effect and work together in a rich environment of creativity and collaboration. These behaviors include 1) Be Authentic, IT/Cyber security governance and compliance is a key focus 2) Foster Engagement, 3) Leverage Difference, 4) Cultivate area. IT/Cyber security measures defined by the group IT/cyber Collaboration & 5) Be Accountable. security team are strictly adhered to. Awareness campaigns have been carried out for all employees for protection against WIN also hosted the ACE I, Ready to Lead and Ready 4 impact ransomware, phishing and data security. The IT department program in India which is a global level driven program form the & the BigData Analytics Center are assessed and certified to Talent development team. Three of our leaders attended the coveted ISO/IEC 27001:2013 standard for Information Security ACE II program at Spain in September. Management. Periodic vulnerability assessments are being conducted for all the portal applications hosted by the Company. The Employee relations were peaceful and productive across all sites of WIN. Long term wage settlements were signed with the unions VI. Human Resource Development for the WINC and WINJ plants. Management provided adequate The year 2019-20 has seen notable HR initiatives wherein the main opportunity for collective bargaining with the union members and focus was talent attraction and retaining key talents. The year maintained cordial relation across the Plant which supported business commenced with successful implementation of "Workday" a HCM continuity with zero man hours lost. tool replacing PeopleSoft. Workday is more users friendly and has 40


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    WABCO INDIA LIMITED WABCO India continues to follow its previous programs "Talk 2Me", will help to advance vehicle autonomy, enhance road safety, empower Employee contact program for blue collar workforce have helped to the fleets and pave the way for greener transportation. To further build strong bottom up communication. "Women's Forum" helped to the advent into the ACE domain, the Company is undertaking several address priorities of women population. POSH refresher training key strategic initiatives: sessions have been conducted to the leadership team to ensure • To launch advanced technologies for electric vehicles the importance of prevention of sexual harassment at workplace and cascade down the level to the members of the respective functions. • To drive the vision of connected vehicles in India by steadily New joiners get together program for C2C batch was separately increasing offerings in the fleet management solutions portfolio. conducted which was addressed by the Managing Director to • To further autonomous driving in India partnering with leading emphasize the role of these fresh engineers in building WIN as OEMs of Both CV and OH industry. employer brand of choice and the available opportunities to take up the leadership role within WABCO. Development of Entry level Agile VIII. Community development and social responsibility Leaders (DEAL) is another tailor-made technical program was rolled As a responsible corporate citizen, the company engages in social out for developing leaders from entry level. responsibility and community development activities. This year the As of 31st March 2020, the Company had 1839 employees on its activities were conducted through internal engagement of employees rolls. and resources, primarily focused on activities which would help the needy sections of the society as specified in Schedule VII of the VII. Environment & Safety Companies Act, 2013 and the Company's CSR policy with specific The January to March quarter was taken as safety months and used focus towards areas surrounding the company's plant locations. to enhance safety systems and create safety awareness among the The Company is also in the process of identifying suitable projects employees. During the year, based on the theme "Target 3 Zeros" and scaling up the existing projects and hence could not spend 2% i.e Zero Hazard, Zero Fatigue & Zero Discharge more than 100 of the average net profits of the last three years. The Company Kaizens were implemented at the shop floor. These were followed has established a trust in the name of WABCO Foundation for up with competitions across plat locations. All plants and test track carrying out CSR programs, which identifies appropriate CSR projects have completed the recertification audit of ISO 14001 & OHSAS in line with the Company's CSR policy and implements them. The 18001 during the year. The plants at Ambattur, Mahindra World City, CSR Activities of the Company for the FY 2019-20 are mentioned Lucknow and Jamshedpur have been certified for ISO 50001 standards in the Annexure - 2 to the director's report. The company has for implementing energy management systems and achieving identified four primary areas to focus its CSR activities. continuous improvement in energy performance. Promoting road safety across India: The Government of India is The Company has taken many initiatives on improving ergonomics taking consistent efforts to reduce accidents through safety education, in the shop floor. Medium fatigue stations were identified, and the safety engineering, creating safe environment and enforcement. In ergonomics was improved with achievement of low risk job stations an effort to support this initiative the WABCO foundation has been of 98%, thereby improving productivity and operator morale. As part conducting safety awareness training programs for commercial vehicle of horizontal deployment, Jamshedpur and Pant Nagar plants initiated drivers, and vehicle maintenance technicians combined with health the Ergo Stretch program for shop floor employees which helps checkups. The Company has expanded its programs to other states operators refresh themselves and reduce fatigue. As part of in the Western and Eastern regions of India. Over 8000 drivers & environmental protection, the installed sewage treatment plant treats mechanics from Tamilnadu, Kerala and Andhra Pradesh, Telangana, and reuses water which is used for gardening thereby reducing the Maharashtra and Orissa have been trained on road safety by creating water consumption by 15%. awareness on vehicle safety & safe driving practices, advanced During the year Ambattur plant won "4 star" award for the best SHE braking systems, etc. These projects were carried out in association practices from the Confederation of Indian Industries and "Best Safety with the Regional Transport Offices and State Transport Undertakings. kaizen" award from ACMA southern region for implementing safety kaizen in Ambattur plant. The safety awareness camps are complemented with medical and eye check-up camps for the participants. Considering the tremendous Mobilizing Vehicle Intelligence was launched to concisely and powerfully acceptance, response and impact of such programs the foundation communicate the shared mission, industry expertise and the focus plans to extend this pan India. This has resulted in transforming the of global team's passion to all WABCO stakeholders. It frames what lives of drivers and mechanics which will, in turn, translate into safer we believe will sustain WABCO's differentiation in the rapidly converging roads. As part of this important road safety objective, the Company and digitalizing commercial vehicle industry. A future where is continuing its partnership with Praxair India, one of the world's transportation ecosystems become operated by fully-autonomous, largest Industrial Gas companies and State Transport authorities, to connected and electric commercial vehicles is still quite a number provide advanced driver training for drivers of hazardous cargo of years away. Yet, the Company seeks to sustain its strong reputation carriers, fuel carriers, etc. These programs are conducted by subject as an innovator and pioneer of critical vehicle control systems, new experts from the industry along with practical sessions for drivers. energy technologies and digital solutions as the industry migrates Over 500 drivers have been trained since inception in various towards this goal. The company believes that "Mobilizing Vehicle modules through classroom and practical sessions including safe Intelligence" represents a powerful declaration of the essential role driving practices, - rollover stability, the advantage of using ABS & WABCO will play in delivering key vehicle control technologies and EBS and other safety technologies. These programs have been well operating functions necessary to achieve this vision. received and have helped the attendees to maintain zero accident Autonomous Connected & Electric (ACE) are the three key domains levels. The drivers receive a certification on successful completion of innovation focus for the company to drive growth. These innovations of this course. 41


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    WABCO INDIA LIMITED Response to the COVID-19 crisis: In view of the spread of Corona services that improve safety, efficiency, and connectivity for commercial virus in India and Its declaration as a pandemic by the WHO, the vehicles is uniquely poised to share its best practices, knowledge company also stepped up and facilitated immediate action to support on safety & efficiency with budding professionals thus enhancing their the medical, healthcare and frontline workers in the battle against employability, skills and also contributing to road safety. This has COVID. The company through its kitchens across all plant locations been done in partnership with universities / colleges in Tamilnadu cooked and supplied over 31,000 food packages and drinking water where Centers of Excellence for skill development have been set to the local administration. The foundation also helped to set up a up. complete 50 bed COVID care ward at the ESI Hospital, Ayanavaram with the entire necessary infrastructure like beds, critical care equipment Environment sustainability: Nurturing environment through tree etc. The company also pro-actively reached out to serve the community plantations, rainwater harvesting, etc., in and around our plant locations (Government) hospitals in the vicinity of manufacturing plants with were carried out wherein more than 1000 tree saplings across PPE equipment, Pulse Oximeters, gloves, masks, sanitizers among locations were planted and are being maintained. other aid. Community services: Various community services were undertaken Employability & skill enhancement through partnerships with educational like personal hygiene awareness & health checks for drivers, upgrading Institutions : The Company being a pioneer in technologies and road safety infrastructure in and around the plant locations etc. IX. Financial statement Year ended 31st March 2020 Year ended 31st March 2019 Particulars $ in lakhs % $ in lakhs % Revenue from contractrs with customers 1,92,956.15 96.80 2,85,413.56 97.52 Other Operating Income 6,388.05 3.20 7,247.53 2.48 Total Income 1,99,344.20 100.00 2,92,661.09 100.00 Raw Materials Consumed 1,12,635.52 56.50 1,83,454.22 62.68 Changes in investories of Finished goods & WIP 2,231.99 1.12 (1,237.27) (0.42) Staff cost 26,569.41 13.33 25,364.41 8.67 Stores & tools consumed 4,015.69 2.01 5,953.97 2.03 Power & fuel 1,766.11 0.86 2,183.63 0.75 Repirs & maintenance to machinery 810.81 0.41 1,402.91 0.48 Other expenses 19,777.94 9.92 27,304.12 9.33 Finance costs 191.94 0.10 – – Depreciation 9,011.08 4.52 7,143.69 2.44 Total Expenditure 1,77,010.49 88.80 2,51,569.68 85.96 Profit Before Tax 22,333.71 11.20 41,091.41 14.04 Provision for taxation 6,452.34 3.24 12,874.48 4.40 Profit After Tax 15,881.37 7.97 28,216.93 9.64 Other Comprehensive Income / (Loss) (79.66) (0.04) (197.96) (0.07) for the year net of tax Total Comprehensive Income / (Loss) 15,801.71 7.93 28,018.97 9.57 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. 42


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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 $ 1,99,344.20 lakhs and also serves its aftermarket customers through a wide national distribution network. With five world-class manufacturing facilities, technology center and a vehicle testing facility near Chennai, WABCO INDIA excels in engineering and manufacturing, serving customers locally and through WABCO internationally. The Business Responsibility disclosures in this Report illustrate the Company's efforts towards creating and enduring value for all stakeholders in a responsible manner. This Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVG) released by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Report provides an overview of the activities carried out by the Company under each of the nine principles as outlined in NVG. Section A: General Information about the Company 1. Corporate Identity Number (CIN) L34103TN2004PLC054667 2. Name of the Company WABCO India Limited 3. Registered office address Plot No.3, (SP) III Main Road, Ambattur Industrial Estate, Chennai-600058 4. Website www.wabco-auto.com/wabcoinda/home 5. E-mail Id info.india@wabco-auto.com 6. Financial Year reported April 01, 2019 to March 31, 2020 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 $ 1,99,344.20 lakhs 3. Profit after tax $ 15,881.37 lakhs 4. Total Spending on Corporate Social Responsibility $ 85 lakhs (0.26% 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 43


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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? 44


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    WABCO INDIA LIMITED Business Ethics Human Rights Engagements Responsibility Stakeholders Well being of Public Policy Environment employees Customer relations Product CSR S. No. P1 P2 P3 P4 P5 P6 P7 P8 P9 4 Has the policy being approved by the Board? If yes, has it been signed by MD / Owner / CEO / appropriate Board Director? Y Y Y Y Y Y Y Y Y 5 Does the company have a specified committee of the Board / Director / official to oversee the implementation of the policy? Y Y Y Y Y Y Y Y Y 6 Indicate the link for the policy to be viewed online? http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations/ 7 Has the policy been formally communicated to all The policy(s) have been disseminated on the website of the Company. relevant internal and external stakeholders? 8 Does the company have in-house structure to implement the policy/ policies? Y Y Y Y Y Y Y Y Y 9 Does the Company have a grievance redressal The Whistleblower mechanism provides a platform to report any concerns/ mechanism related to the policy/ policies to address grievances pertaining to any potential or actual violation of the Company's code of stakeholders' grievances related to the policy/ conduct. Further individual policies by and large prescribe grievance redressal policies? mechanisms for the concerned stakeholders. 10 Has the company carried out independent audit/ The Internal Audit function reviews various aspects of the policies from time to time. evaluation of the working of this policy by an internal The Quality, Safety, Health and Environmental policies are subject to internal and or external agency? external audits as part of certification process and continuous assessments. No dedicated Business Responsibility Audit has been conducted. 2a. If answer to Sr. No 1 against any of the Principle is 'No', please explain why (Tick up to 2 options): Not Applicable 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 The Company has not understood the principle 2 The Company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles – N. A. – 3 The Company does not have financial or manpower resources available for the task 4 It is planned to be done within next 6 Months 5 It is planned to be done within the next 1 year 6 Any other reason (please specify) 3. Governance related to BR: a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year There is no defined frequency. Assessment is an ongoing exercise and is an inherent part of corporate functions. The Managing Director and the Leadership team review the Business Responsibility performance through their monthly review meetings. b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? The Business Responsibility Report is published annually in the Annual Report to the shareholders. The same can be viewed at: http://www.wabco-auto.com/investor-relations/wabco-india-investor-relations/ 45


  • Page 48

    WABCO INDIA LIMITED Section E: Principle-wise performance Principle 1: Business should conduct and govern themselves with Ethics, Transparency and Accountability. 1. Does the policy relating to ethics, bribery and corruption cover only the company? Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? The Company's value system aligned with the WABCO group's value system attributes paramount importance and commitment to ethical and lawful business conduct and is fundamental to its operations. The Company has a powerful reputation for the excellence of its products and services which is built on a strong foundation of integrity and fair dealing in every aspect of business. In this increasingly complex, competitive and dynamic world, protecting this reputation is a key pillar to maintain the confidence and trust of the Company's diverse stakeholders. WABCO Group's ethics policy extends to group companies in India, its employees, representatives and other stakeholders. Integrity, respect towards all stakeholders and passion for innovation are core to values central to the Code of Conduct which fosters an environment of trust which is utmost crucial for a company whose reputation is built on technology that saves lives, trust is the most important asset of all. The Code of conduct and the ethics policy enables the Directors and the Senior Management personnel to strive to perform their duties with highest standards of integrity, accountability, confidentiality and independence. An annual declaration towards affirmation to the code of conduct is part of the annual report. The company's Code of Conduct, policy on prevention of sexual harassment, WABCO group ethics policy, whistle blower policy, code of conduct for prevention of insider trading, policy for fair disclosure of material events etc., drives the Company to live up to highest ethical standards, to meet its obligations to the law, commitments to customers and responsibilities to each other, society and the shareholders. The Company is committed for highly ethical practices in dealing with all its stakeholders with strong internal control systems especially while dealing with suppliers who are awarded business purely on merits. Robust system for financial controls and processes operating in the Company ensures transparency, accuracy and timeliness in financial reporting. The Company is subject to compliance under the Foreign Corrupt Practices Act since the ultimate parent company is listed in the NASDAQ which is also monitored through the internal audit mechanism. 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so: During the year the company has not received any complaints which werest taken up for investigation under the company's whistle blower policy. Investigation on 2 complaints which were under progress as on 31 March 2019 were concluded satisfactorily by the management and required actions have been completed. Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability The Company's vision & mission are aligned to that of WABCO group. The WABCO group vision is to make a difference by saving lives and protecting the environment and the mission is to thrive by offering our customers outstanding products and services that improve vehicle safety and efficiency. The Company manufactures and markets conventional braking products, advanced braking systems, and other related air assisted products and systems which contribute to increase in road safety, reduction in environment pollution and savings in energy consumption in Medium & Heavy Commercial vehicles. 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities. a. Antilock Braking System (ABS) b. Electronically Controlled Air Suspension (ECAS) c. Automated Manual Transmission (AMT) 2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): These products have resulted in substantial increase in road safety, reduction in environmental pollution and energy savings. 3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. Material Safety Data Sheet (MSDS's) and International Material Data System (IMDS) systems are adhered to for promoting safety, environmental friendly & sustainable procurement. Integrated supply chain operations ensure sustainable and best use of available resources. The Company is continuing on the initiatives to periodically train & educate its suppliers, employees & other stakeholders for creating awareness about usage of renewable energy, reduced consumption of natural resources and on various aspects related to sustainability. The Company also works closely with its vendors to use returnable packaging modes to reduce usage of non-recyclable packaging wherever possible. Over the period of time the company has transformed itself in using digital technologies for exchange of information thereby reducing consumption of paper drastically. 4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? The Company puts continuous efforts towards localization and outsourcing. Localized vendors are preferred if they meet required quality specifications who are competitive as well as close to plant locations. Specific initiatives are in place to impart training to suppliers on quality. The Company demands high standards for safety, health and environmental practices from its suppliers. They must ensure excellence in the 46


  • Page 49

    WABCO INDIA LIMITED design, manufacturing, distribution, recycling and disposal of the products they create in full compliance with applicable legislations. Cluster training programs are conducted with the support of professional bodies like ACMA, QCFI & CII for training nearby MSME suppliers. Company product & quality experts continuously train and develop skill sets of nearby vendors on process knowledge and industry bench marking practices. 5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so. The Company has sustainable processes in place to recycle the products and waste, post completion of the manufacturing life cycle. Each location is committed to promoting environment sustainability through Refuse, Reduce, Reuse, Repurpose and Recycle (i.e., 5 Rs). At every location, wastes are segregated based on their characteristics (i.e solid waste & hazardous waste etc.,) collected, stored and disposed appropriately. This is continuously improved with has resulted in recycling 80% of the waste generated. Principle 3: Businesses should promote the wellbeing of all Employees The Company recognizes without a doubt that helping employees achieve their full potential is fundamental to the company's continued success. The Company is committed to providing equal i.e. merit based opportunities both at the time of recruitment and during the course of employment irrespective of caste, creed, gender, race, religion, disability etc. At workplace, the Company is committed to provide safe environment and hygienic conditions. Training during induction and periodic training on usage of protective equipment, identifying and eliminating unsafe working conditions are top priority. Prevention of accidents is at the heart of what the company does in the commercial vehicle industry. That's also why "working safely" is a condition of employment. The Company leads by example and works hard to nurture a culture of mutual responsibility towards health and safety among colleagues, customers and business partners. The Company has a policy for health and safety and expects its suppliers to adhere to in the same rigor. The Company continuously focuses and ensures skill development of employees through its structured training and competency development programs. The Company provides subsidized food to its employees, medical insurance coverage including dependents, and has in-house medical centers with qualified medical practitioners. The Company conducts various programs concerning well-being of employees and strives to employ and empower women employees and fosters a friendly environment through its policy for prevention of sexual harassment and related grievance redressal mechanisms. st 1. Total number of employees on rolls 1839 as on 31 March 2020 2. Total number of employees hired on temporary/ st contractual / casual basis 1494 as on 31 March 2020 st 3. No. of permanent women employees 168 as on 31 March 2020 4. No. of permanent employees with disabilities Nil 5. Employee association that is recognized by management There are recognised trade unions affiliated to various trade union bodies with which the Company's relationships are cordial 6. Percentage of permanent employees who are members Almost 100% of permanent employees in the workers grade(496) of this recognized employee association are members of recognized employee associations. 7. Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: No Category No. of Complaints filed No. of Complaints pending during the financial year during the financial year 1 Child labour / forced labour / involuntary labour Nil Nil 2 Sexual Harassment Nil Nil 3 Discriminatory employment Nil Nil Your company has a robust system of prevention of sexual harassment of women in the Company. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 8. Percentage of the under mentioned employees were given safety & skill up-gradation training in the last year 100% of the employees were given safety training last year. Please refer below the percentage of skill up-gradation training in the last year: a. Permanent Employees : 100% b. Permanent Women Employees : 100% c. Casual / Temporary / Contractual Employees : 100% d. Employees with Disabilities : Not applicable 47


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    WABCO INDIA LIMITED Principle 4: Businesses should respect the interests of, and be responsive towards all Stakeholders, especially those who are disadvantaged, vulnerable and marginalized. 1. Has the Company mapped its internal and external stakeholders? Yes. The Company has mapped its internal and external stakeholders in a structured way and carries out engagements with investors, employees, customers, suppliers, the government, regulatory authorities, trade unions and local community and follows a system of timely feedback and response from them. 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? Yes. The Company has identified marginalized and disadvantaged groups in and around the plant locations by engaging with the local communities. The company's CSR policy drives initiatives towards the benefit of such marginalized, vulnerable and disadvantaged stakeholders. 3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so. The Company has always engaged itself in special initiatives with the disadvantaged, vulnerable and marginalized stakeholders especially those situated in and around the plant locations through its CSR policy driven initiatives. These initiatives are directed towards community services, skill development, infrastructure, promoting safety and education. The Company continuously strives to achieve total inclusiveness by engaging with all stakeholders and encouraging people from all sections of the community irrespective of caste, creed or religion to benefit from its CSR initiatives. Principle 5: Businesses should respect and promote human rights 1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/Contractors/ NGOs/Others? The Company does not have a separate Human Rights Policy. However, these principles are imbibed in the WABCO group's Code of Conduct and the Ethics policy which is applicable to all the employees thereby ensuring adherence and upholding of high level of standards contained therein. All employees including trainees were given training on code of conduct during the year. This module is a part of new joinee induction. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? The Company has not received any stakeholder complaints during the Financial Year 2019-20 under this principle. Principle 6: Businesses should respect, promote and make efforts to restore the environment 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures Suppliers/Contractors/NGOs/others? The Company has a QEHS policy under which the top management is committed to environment protection. Commitment to Safety, Heath & Environment is an integral part of all business processes. 2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Yes, The Company's environmental policy focuses using only permitted materials, conservation of energy and reduction of waste. To support this commitment, all of WABCO's manufacturing plants are certified according to the latest version of ISO 14001 for the environment management systems and OHAS 18001. The Ambattur plant was certified as ISO 50001 (Energy management system) for systematic improvement in energy performance which resulted in reduction of carbon emissions. The Company has a 550KW roof top solar plant which has resulted in reduction in carbon footprint. The Company also continuously explores opportunities to use biofuels, bio liquids, increased usage of solar power etc. which contributes in its endeavor to reduce carbon footprints. The Company also recognizes the significance of a greener belt due to which a number of saplings are planted and maintained at the plant locations to reduce carbon footprint. The Company demands high standards for safety, health and environmental practices from the suppliers. Excellence in design, manufacturing, distribution, recycling and disposal are ensured in full compliance with applicable legislations and internal policies. 3. Does the company identify and assess potential environmental risks? Yes, the Company has a mechanism to identify and assess potential environmental risks through SHE FMEA methodology based on which mitigation plans are formulated and implemented for the identified risks. 4. Does the company have any project related to Clean Development Mechanism? The Company periodically files returns to Pollution control board as per legal requirement. All the manufacturing locations of the Company are ISO 14001 and OHSAS 18001 certified. 48

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