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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

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<strong>WABCO</strong>-<strong>TVS</strong> (<strong>INDIA</strong>) <strong>LIMITED</strong> <strong>INFORMATION</strong> <strong>MEMORANDUM</strong><br />

CDH:<br />

CDH is an indirectly wholly owned subsidiary of <strong>WABCO</strong> Europe BVBA, a private<br />

limited liability company incorporated in Belgium which is an indirectly wholly owned<br />

subsidiary of <strong>WABCO</strong> Holdings Inc., USA, a company incorporated in the State of<br />

Delaware, USA. <strong>WABCO</strong> Holdings Inc., USA, which spun off from American Standard<br />

Companies Inc. (currently known as Trane Inc.) in 2007, has its headquarters at one<br />

Centennial Avenue, Piscataway, New Jersey 08855, USA and is a publicly traded<br />

company listed on the New York Stock Exchange.<br />

<strong>WABCO</strong> is one of the world's leading providers of electronic braking, stability,<br />

suspension and transmission automation systems for heavy-duty commercial<br />

vehicles. <strong>WABCO</strong>’s customers include the world’s leading commercial truck, trailer,<br />

and bus manufacturers.<br />

<strong>TVS</strong> Group and CDH, both being promoters of SCL are also the Promoters of the<br />

Company with the same percentage of shareholding as in SCL, prior to Demerger.<br />

The Company confirms that the Permanent Account Numbers, the bank account<br />

numbers, the Company Registration numbers and the addresses of the Registrar of<br />

Companies, where the companies are registered shall be provided at the time of<br />

filing the Information Memorandum.<br />

Interest of Promoters:<br />

The Promoters have technical and financial collaboration with the Company.<br />

<strong>TVS</strong> is marketing the products manufactured by the Company in the replacement<br />

markets through its distribution outlets. The Company has also been procuring<br />

components from and exporting the products manufactured by it to <strong>WABCO</strong>.<br />

Apart from the above, there are no other interests of the Promoters in the Company.<br />

Currency of presentation:<br />

In this Information Memorandum all references to “Rupees” or “Rs.” are to Indian<br />

Rupees, the legal currency of the Republic of India.<br />

Dividend Policy:<br />

The Company does not have any formal dividend policy in respect of its Equity<br />

Shares. The declaration and payment of equity dividend in the Company is<br />

recommended by the Board and approved by the Equity Shareholders, at their<br />

discretion, and will depend on a number of factors, including but not limited to the<br />

Company’s profits, capital requirements and overall financial condition. The Board<br />

declared an interim dividend of Rs.6/- per Equity Share for the year ended 31 st<br />

March 2008 and paid to the Equity Shareholders on 8 th September 2008.<br />

XI. FINANCIAL STATEMENTS:<br />

FINANCIAL STATEMENTS OF THE COMPANY FOR THE PREVIOUS THREE<br />

YEARS AND LATEST AUDITED FINANCIAL STATEMENTS FOR THE YEAR<br />

ENDED 31 ST MARCH 2008 WITH NOTES TO ACCOUNTS:<br />

Page 42 of 95

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