WABCO INDIA LIMITED
(FORMERLY WABCO-TVS (INDIA) LIMITED)
ANNUAL REPORT 2011-2012
The directors have pleasure in presenting the eighth annual report and the
audited accounts for the financial year ended 31st March 2012.
2. CHANGE OF NAME OF THE COMPANY:
The shareholders had at the last Annual General Meeting held on 27th July
2011 approved the change of name of the Company, subject to the approval of
the Central Government. Central Government approval having been obtained,
the change of name to WABCO INDIA LIMITED became effective on 2nd August
2011, being the date of issue of a fresh Certificate of Incorporation by
the Registrar of Companies, Chennai.
3. FINANCIAL HIGHLIGHTS:
Rupees in lakhs
Details Year ended Year ended
Sales (net) 1,00,497.08 86,574.79
Other Operating income 4,067.16 2,676.87
Other income 1,205.90 535.95
Total revenue from operations
and other income 1,05,770.14 89,787.61
Gross profit before interest
and depreciation 23,198.63 20,600.08
Finance costs 11.88 20.47
Depreciation 1,563.72 1,442.45
Profit before tax 21,623.03 19,137.16
Provision for tax (including
deferred tax and tax relating
to earlier years) 6,283.07 6,393.98
Profit after tax 15,339.96 12,743.18
forward from previous year 22,003.29 11,636.66
Total 37,343.25 24,379.84
Proposed dividend 948.38 948.38
Dividend tax payable 153.85 153.85
Transfer to general reserve 3,000.00 1,274.32
Surplus/(Loss) in profit and
loss account 33,241.02 22,003.29
The board of directors have recommended a dividend of Rs. 5 per share for
the year ended 31st March 2012 absorbing a sum of Rs. 948.38 lakhs for
approval of the shareholders at the ensuing annual general meeting.
During the year 2011-12, sales of medium and heavy commercial vehicles
(MHCV), grew 7 % over the previous year. Sales of light commercial vehicles
(LCV) registered a growth of 29% during the same period. Overall, the
commercial vehicle (CV) grew 19% over the previous year.
During the year, the Company achieved a total revenue from operations and
other income of Rs. 1,057 crores as against turnover of Rs. 898 crores in
the previous year; a significant growth of 17.7%. The Company has out
performed MHCV market growth in OE through,
a. Increased content per vehicle and
b. Improved market share
6. CAPITAL EXPENDITURE:
Capital expenditure of Rs. 50 crores is planned for the year 2012-13
considering the industry growth in this year.
Mr. D E Udwadia, director, Mr. Trevor Lucas, director and Mr. Vincent
Pickering, director retire at the ensuing Annual General Meeting of the
Company. Being eligible, they offer themselves for re-appointment.
A brief resume of the above three directors and other required information
is given in the notice convening the annual general meeting of the Company.
Necessary resolutions for their reappointment will be placed for approval
of the shareholders at the ensuing annual general meeting. Your directors
recommend their reappointment as directors of the Company.
Mr. Kurt Lehmann resigned as a director with effect from 25th January 2012.
The Board of Directors at its meeting on 25th January 2012 placed on record
its appreciation of the valuable services rendered by him during his tenure
as a director. Mr. Vincent Pickering was appointed as a director in the
casual vacancy caused by the resignation of Mr. Kurt Lehmann at the board
meeting on 23rd May 2012.
Messrs S.R. Batliboi & Associates, Chartered Accountants, Chennai retire at
the ensuing Annual General Meeting and are eligible for re-appointment.
9. COST AUDITOR:
The Ministry of Corporate Affairs, Cost Audit Branch, Government of India
has issued an Order on 24th January 2012. In terms of this order, Companies
whose shares are listed on Stock Exchanges or whose turnover is more than
Rs. 100 crores in the immediately preceding financial year and engaged in
Engineering machinery products are required to have the cost accounting
records audited by a Cost Accountant or a firm of Cost Accountants
effective 1st April 2012.
Accordingly, the board of directors at its meeting on 23rd May 2012 had on
the recommendation of the audit committee of directors, appointed Mr. A N
Raman, Chennai, a practising Cost Accountant and a fellow member of The
Institute of Cost Accountants of India as Cost Auditor. He will audit the
cost accounting records of the Company for the year 2012-13.
10. STATUTORY STATEMENTS:
Conservation of energy, technology absorption and foreign exchange earnings
Information regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in Annexure I to this report,
as per the requirements of Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988.
Particulars of employees:
Particulars of employees pursuant to Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975, as
amended, are set out in Annexure II and form part of this report. However,
pursuant to Section 219(1)(b)(iv) of the Companies Act, 1956, the Report
and Accounts are being sent to all the Members excluding the aforesaid
information. The said particulars will be made available to a Member upon
request and also made available for inspection at the Registered Office of
the Company. Any Member interested in obtaining such particulars may write
to the Company Secretary at the Registered Office of the Company.
Director`s Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956 it is hereby
(i) That in the preparation of annual accounts for the financial year ended
31st March 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
(ii) That the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company
for the year under review;
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provision
of the Companies Act, 1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) That the directors have prepared the accounts for the financial year
ended 31st March 2012 on a going concern basis.
11. CORPORATE GOVERNANCE:
The Company has complied with the provisions of the Listing Agreement
concerning corporate governance and a report to this effect is attached, as
required by clause 49 of the Listing Agreement with the stock exchanges.
The certificate issued by the auditors of the Company regarding compliance
with the corporate governance requirements is also annexed to this report.
The whole-time director (CEO) and the chief financial officer (CFO) of the
Company have certified to the board on financial statements and other
matters in accordance with clause 49(V) of the Listing Agreement pertaining
to CEO/CFO certification for the financial year ended 31st March 2012.
The management discussion and analysis report, as required by the Listing
Agreement, is also attached and forms part of this report.
The directors gratefully acknowledge the continued support and co-operation
received from WABCO Europe BVBA, Belgium. The directors thank the vehicle
manufacturers, distributors, vendors and bankers for their continued
support and assistance.
The directors wish to place on record their appreciation of the excellent
work done by employees of the Company at all levels during the year. The
directors specially thank the shareholders for the confidence reposed by
them in the Company.
For and on behalf of the board
Place: Chennai M LAKSHMINARAYAN
Date : 23rd May 2012. Chairman
Annexure I to the Directors` report:
Information as required under Section 217(1)(e) of the Companies Act,1956:
A. CONSERVATION OF ENERGY:
1. Measures taken:
i) Provision of Natural Solar Light tubes at 10 places in office areas.
ii) Replacement of street lights to CFL/LED lights - 20 nos.
iii) Replacement of High bay lights to CFL/LED lamp to maintain optimum
luminous level in warehouse.
iv) Introducing efficient coolant in new grinding machines thereby
resulting in reduced power consumption.
v) Replacement of air guns by coolant guns at 7 places in Compressor
vi) Modifying the light fittings in production area from both sides to
center line of the gang way resulted in half of the lighting power
vii) Modification of Anodizing Chiller pump thereby 10KW motor pump
viii) Removal of Chip Conveyers from Machinery at 10 places where minimum
chips is generated from machine resulted in saving of 100 KW/day power
This will result in a saving of about 5.58 lakh units and Rs. 30.71 lakhs
2. Measures Proposed:
i) Modification of anodizing chillier design to reduce the capacity from
90TR to 10TR.
ii) Auto switching off the fans and lights in shop floor during lunch time
iii) Introduction of energy efficient air blower instead of compressed air
for agitation process in anodizing plant.
iv) Replacement of compressed air to energy efficient air blowers in all
ultrasonic washing machines in shop floor.
v) Periodic replacement of air guns with energy efficient nozzles.
vi) Introduce solar lights for street lights instead of CFL lamp.
vii) Replace the coolants with energy efficient coolant (Quaker).
viii) Introduce induction lamps instead of doom lights in shop floor.
ix) Provide electronic timers in all AMS machines to switch off the same
during idle time.
This will result in a saving of about 6.75 lakh units and Rs. 32.33 lakhs
B. TECHNOLOGY ABSORPTION:
Research & Development (R & D):
1. Specific areas in which R & D is carried out by the Company. Existing
(a) Full range of Brake chambers with permanent crimping for North American
Market-design and product validation completed.
(b) Double Diaphragm Spring brake actuators for drum brakes for North
American Market-design and product validation completed.
(c) Type new range of Spring Brake Actuators-65 mm stroke-design has been
completed and samples offered to customer.
(d) Development of low cost "Pressure Sensor" with low pressure warning
indication on Vehicle Dashboard, for the domestic customers.
(e) Value Engineered "ABS Wiring Harness" for domestic customers has been
launched in production.
(f) Launching of Lift axle control system for truck application for
domestic customers; concept proven and detail design started.
(g) Adjusting valve for domestic customers for reducing tyre wear.
(h) Air Processing and Distribution Assembly(APDA)development for domestic
customers. This is a new generation air processing device combining several
new functions, improving customer value and reducing cost. Lab validation
and field validation under progress.
(i) 318 cm3 compressors have been developed for domestic customers.
2. Benefits derived as a result of R & D:
(a) Market expansion and improved competitive position through
significantly improved products for new markets.
(b) New opportunity in North America by introducing new range of valves and
permanent crimp brake chambers.
(c) Improved competency for designing products executing projects for
(d) Acquiring competency in new areas like low cost pressure sensors and
3. Future plan of action:
(i) Launch of new products under development for domestic customers.
(ii) Reengineered products for brake system and drive line controls to
improve customer value and reduce cost.
(iii) Design and development of "Continuous Brake Lining Wear Sensor"
integrated to Automatic Slack Adjuster.
(iv) Series production of brake system valve devices for North American
(v) Development of compressor with clutch for energy saving.
4. Expenditure on R & D:
Rs. in Lakhs
Capital expenditure 280.68
Recurring expenditure (including salaries) 866.35
Total expenditure as percentage of sales turnover 1.08%
Technology absorption, adaptation and innovation:
(a) Efforts in brief:
1. Development and validation of analysis techniques like harmonic analysis
in FEA, flow simulation libraries in AME Sim.
2. Knowledge acquisition in electromechanical product design like pressure
sensors, electric motors, switches and solenoids.
3. Enhance corrosion resistance of parts through improved painting
(b) Benefits derived as a result of the above efforts:
1. Development of products with best in class performance and reliability.
2. The new simulation technologies have reduced the product development
time and cost significantly. This has resulted in improved project delivery
of new products enhancing customer confidence.
3. Developed innovative products to improve competitive position in the
market, expand market through new technologies and systems and leverage
4. Significant growth in R&D engineers with standardized training methods
to enhance competency.
5. Reduction of rework through improved analysis tools in Model based
(c) Details relating to imported technology: (Technology imported during
the last 5 years reckoned from the beginning of the financial year).
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Exports during the year ended 31st March 2012 amounted to Rs. 14,811.60
Total foreign exchange used and earned:
a) Foreign exchange used : Rs. 11,951.21 lakhs
b) Foreign exchange earned : Rs. 18,021.65 lakhs
For and on behalf of the board
Place: Chennai M LAKSHMINARAYAN
Date : 23rd May 2012. Chairman
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
WABCO INDIA LIMITED is the pioneer in the manufacture of automotive vehicle
control systems in India. The Company has positioned itself as a "Total
Solution Provides" for the braking system requirements of the customers.
The company recorded all time high total revenue (revenue from operations
and other income) of Rs. 1,057 crores during 2011-12 as against Rs. 898
crores in 2010-11, registering a growth of 17.7%. The Company has achieved
this performance in spite of slow down of the economy and lower growth in
sectors like agriculture, industry and static growth in services sector in
2011-12 as compared to 2010-11.
I. Industry Structure and Development:
India`s real Gross Domestic Product (GDP) started decreasing from 1st
quarter of 2011-12 itself, GDP at 7.7% is likely to end at 6.8% for full
year 2011-12. GDP growth for full year 2010-11 was at 8.4%. Broad sector
wise growth for 2009-10 to 2011-12 is given below:
Growth rate of real GDP (%):
Sector 2009-10 2010-11 2011-12 (Forecast)
Agriculture 1.0 7.0 3.0
Industry 8.4 7.2 4.1
Services 10.4 9.3 9.0
Real GDP 8.4 8.4 6.8
Deceleration in the manufacturing sector growth and decline in the mining
sector output contributed to the fall in GDP growth in 2011-12. The
commercial vehicle industry registered a moderate performance in 2011-12
with a growth of 7% in Medium and Heavy Commercial Vehicles(MHCV)sales
volume. This was a result of government focus on infrastructure development
rapid urbanization, robust freight demand and improved transporter
The development of road infrastructure is a key factor that influences the
growth of the Indian commercial vehicle industry. With the Government
paving the way for increased investment in the road and bridges sector, the
total investment is set to be increased substantially during 12th Five year
plan as compared to 11th Five year plan. Year wise break up of proposed
investment in Roads and Bridges sector during 12th Five year plan is give
In Rs. Billions
Sector A B C D E F G
Bridges 2,787 1,022 1,176 1,336 1,515 1,715 6,764
Infra. Sector 20,542 6,194 7,127 8,095 9,180 10,395 40,992
of GDP 7.55 9.00 9.50 9.90 10.30 10.70 9.95
A = 11th Plan 2008-12
B = 2012-13
C = 2013-14
D = 2014-15
E = 2015-16
F = 2016-17
G = 12th Plan 2012-17
Planning Commission, SBI CAP Securities Research.
Owing to the above growth drivers and enables, the production of Medium and
Heavy Commercial Vehicles (MHCV) in 2011-12 compared to 2010-11 has
recorded growth of 11% as per data given below:
Category 2011-12 2010-11 Growth
Medium and Heavy Commercial
Vehicles Production 3,83,277 3,45,818 11%
Indian companies are gaining recognition as manufacturers of high quality
automotive component in the international market. Presence of global player
like VOLVO, MAN, Navistar and Daimler will drive technology in our Market.
II. Business outlook and overview:
Reserve Bank of India in its latest Monetary Policy Statement has projected
a baseline GDP growth for 2012-13 at 7.3%. The rationale for this
projection is that industry will perform better than in last year as
leading indicators of industry suggest a turnaround in IIP (Index for
Industrial Production)growth. The global outlook also looks slightly better
than expected earlier. Overall the domestic growth outlook for 2012-13
looks a little better than in 2011-12.
Commercial vehicle production is likely to rise by 9.7% in 2012-13. Better
road infrastructure coupled with a robust demand for light commercial
vehicles, owing to the increasing acceptance of the hub-and-spoke model of
transportation is expected to drive the industry`s production growth during
III. Opportunities & Threats:
The Company caters to requirements of commercial vehicle segment of the
automotive industry. As the national highway network will be strengthened,
the mode of transportation for bulk commodities like steel products, cement
and food grains will gradually shift from rail to road. The share of road
in the transport of all commodities is hence likely to rise from 53% in
2009-10 to 58% in 2014-15. With improved road infrastructure, the demand
for faster vehicles that carry higher payloads is increasing.
Local market growth opportunities through increase in content per vehicle
in the form of introducing new systems/technologies like Automated Manual
Transmission (AMT), Automatic Slack Adjusters, Clutch actuation systems,
higher capacity compressors etc., will result in increased business
In the aftermarket side, so far the Company has commissioned 179 authorized
service centers at strategic locations across the country, to provide
quicker and better service on air brake aggregates. Further, to improve
availability of quality service in rural areas, the Company also
commissioned 145 certified workshops. These initiatives would result in
improved service practices, availability of genuine parts and generate
additional revenue for the Company.
The unit located at Mahindra World City, a Special Economic Zone caters to
the needs of WABCO plants globally. With the revival of global economy
expected in the near future, business opportunities for this unit will
increase. In line with this, the company has gone on an expansion of this
unit, construction has been completed and manufacturing activity has
commenced during April 2012. The Company`s competitors are active and
continue to supply to key customers.
IV. Risks and concerns:
The cyclical nature of the Indian commercial vehicle industry (Company`s
major customer segment) might affect the demand. In 2012-13, operating
expenses are likely to rise with the expected increase in prices of key raw
materials, Energy cost & scarcity of power in state.
The trend in prices of key raw materials is as follows:
* Steel prices have increased by 5% in 2011-12 compared to 2010-11 in spite
of increased steel production by 7.9% for the period April 2011 - November
2011. Fall in Indian Rupees against US Dollar by 13.5% in 2011-12 has
impacted on the key raw materials imports - Iron ore and coal in turn steel
price. The increase in Iron ore price by 67% in Mid-December 2011 and coal
by 43% in open market expects to increase the steel price in Q1 and Q2 of
2012 as the inventory is low compared to demand.
* Domestic aluminum prices increased by 10% in 2011-12 compared to 2010-11.
The impact of drop in LME index did not have effect on aluminum price due
to fall in Rupees against dollar. The steep rise in price of furnace oil
during 2011-12 by 38% compared to 2010-11 has impacted in the aluminum
price. Average aluminum prices are expected to be 6-8% higher in 2012-13,
as compared to 2011-12 levels.
* Average rubber prices are expected to be 12-15% higher in 2012-13, as
compared to 2011-12 levels due to continuous increase in synthetic rubber
Commercial Vehicles manufacturers are likely to pass on these additional
costs to customers. However, the sensitivity of transporters` profitability
to the increase in vehicle cost would determine the extent of the cost
actually passed on to the end customer.
Since, major growth is expected from Exports as well as from new systems;
new product launch at the right time will be the focus area. Suitable
measures have been factored in the company`s operating plan. The OEM
customers across the world would continue their pressure on price reduction
from their suppliers. The Company plans to mitigate this risk through cost
reduction initiatives such as value engineering and global sousing.
V. Internal control system and their adequacy:
The Company has a proper and adequate system of internal controls to ensure
that all assets are safeguarded and protected against loss from
unauthorized use or disposition thereof. All transactions are authorized,
recorded and reported correctly. The internal controls are checked by
internal auditors. The observations made by them, management action and
time frame are reviewed by the audit committee of the Board of Directors.
Concerns if any are reported to the Board.
VI. Operations review:
During the year under review, as part of expansion and to set up a plant
near the major customers, the company has purchased land and production
shed at Pant Nagar in the State of Uttrakhand. This unit has started
manufacturing activity and commercial invoice was raised during March 2012.
The company proposes to start the construction of its plant near Lucknow in
the State of Uttar Pradesh during 2012-13. The company expects to commence
commercial production during February/March 2013.
The Company`s manufacturing facilities follow the best practices such as
Total Quality Management (TQM), Total Productive Maintenance (TPM) and Lean
Manufacturing and has best-in-class practices for safety, work environment,
water and energy conservation. These initiatives are deployed company wide
to achieve significant improvement in productivity and reduction in
Continuous improvement actions are implemented to improve manufacturing
quality and productivity in all the manufacturing locations.
During the year under review, the company obtained the national award for
excellence in cost management from the Institute of Cost Accountants of
India. Other awards won by the company include Excellence in Quality and
Excellence in Innovation and Technology awards and INNOVENDOR award from
TATA Motors Limited. The company also has bagged Silver award from ACMA for
technology in 2011.
The quality system at the factory aims at achieving total customer
satisfaction through its focus on improving product quality to World
standards. This is achieved through total employee involvement and
continuous improvement culture. Rigorous usage of poka-yokes, utilization
of statistical tools for process optimization and control also contribute
towards improving the product quality.
The standardization of the quality procedures is aligned with QS 9000/TS
16949 requirements. WABCO INDIA LIMITED is certified for TS 16949.
TQM is a way of life at WABCO INDIA LIMITED. 100% participation in employee
involvement has been successful for the past 12 consecutive years.
Employees have completed more than 208 projects by applying statistical
tools through QC Circles in 2011-12. The average number of suggestions
implemented per employee is 61 in 2011-12 which is close to international
C. Cost management:
The Company continues its rigorous focus on its costs through an effective
cost deployment system. Value engineering and global sousing projects are
being pursued for cost reduction and also to insulate from cost escalation.
Cost reduction workshops are conducted periodically to identify cost
reduction opportunities on various product groups. Some of the strategies
for cost reduction include material change, process change, source change
etc. Commodity sousing from prime producers and price negotiation with
customers helps in managing the cost effectively and efficiently.
D. Information Technology:
The Company uses ERP system that integrates all business processes across
the Company as well as customers and suppliers. During the year, the
Company has focused on further leveraging the ERP system. Special emphasis
on automation of repetitive activities through the usage of IT was done
across several functions.
VII. Human Resource Development:
The Company focuses on attracting the best talent and enjoys a good brand
image across leading educational institutions and job seekers. The Company
blends successfully mid career recruitment with internally grown talent
through talent management process. A reward and recognition system is in
place to provide fast track growth for high potential employees. Career
development workshops are undertaken to identify such high potential.
Executives are sponsored to overseas and inland universities for developing
their capabilities to handle new technologies and management practices.
Customized management development programs have been developed with reputed
educational institutions to hone the leadership skills of the senior
executives. The Company continues to maintain its impeccable record on
As of 31st March 2012, the Company had 1,161 employees on its rolls.
VIII. Environment & Safety:
Safety management is integrated with the overall Safety Health and
Environment (SHE) management system. During the year under review, the unit
at Mahindra world City has been certified for Integrated Management System
viz., ISO 14001 and OHSAS 18001. The Company has also obtained "Best Safety
Drive" award from ACMA.
The Company is committed to energy conservation. During the year the
following implemented projects have gained momentum:
* Replacement of High bay lights to CFL/LED lamp wherever suitable to
maintain the luminous level.
* Introducing efficient coolant in new grinding machines thereby resulting
of reduced power consumption.
* Removal of chip conveyer from machinery where minimum chips is generated
from machine. This results in reduced power consumption.
IX. Community development and social responsibility:
As a corporate citizen, the Company believes in its social responsibility
and community development activities. Activities to be undertaken in this
regard will be identified and action will be taken thereof.
X. Financial statement:
Particulars Year ended Year ended
31st March 2012 31st March 2011
Rs. in lakhs % Rs. in lakhs %
Sales (net) 1,00,497.08 95.0 86,574.79 96.4
income 4,067.16 3.8 2,676.87 3.0
Other income 1,205.90 1.2 535.95 0.6
Total income 1,05,770.14 100.0 89,787.61 100.0
consumed 57,926.44 54.7 50,817.77 56.6
and WIP (692.74) (0.6) (1,321.89) (1.4)
Staff cost 9,428.80 8.9 7,119.49 7.9
Stores & tools
consumed 5,091.37 4.8 3,555.41 4.0
Power & fuel 1,435.17 1.4 1,430.63 1.6
maintenance 902.39 0.8 808.69 0.9
Other expenses 8,480.08 8.0 6,777.43 7.5
Finance costs 11.88 0.0 20.47 0.0
Depreciation 1,563.72 1.5 1,442.45 1.6
Total expenditure 84,147.11 79.5 70,650.45 78.7
Profit before tax 21,623.03 20.5 19,137.16 21.3
taxation 6,283.07 5.9 6,393.98 7.1
Profit after tax 15,339.96 14.6 12,743.18 14.2
XI. Cautionary statement:
Statements in the management discussion and analysis report describing the
Company`s objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to the
Company`s operations include, among others, economic conditions affecting
demand/supply and price conditions in the domestic and overseas markets in
which the Company operates, changes in the Government regulations, tax laws
and other statutes and incidental factors.