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

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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ABBREVIATIONS: 9T GVW 9 Tonne Gross Vehicle Weight APAC Asia Pacific BSE Bombay Stock Exchange Limited CDSL Central Depository Services (India) Limited CEO Chief Executive Officer CFO Chief Financial Officer CII Confederation of Indian Industry CIN Corporate Identity Number DSE Designated Stock Exchange CRR Cash Reserve Ratio DRs Depository Receipts EMEA Europe Middle East Africa EPS Earnings Per Share FII Foreign Institutional Investor HR/HRD Human Resource / Human Resource Development HUF Hindu Undivided Family ISIN International Securities Identification Number ISO Indian Standards Organisation IT Information Technology LPS Lean Production System MAT Minimum Alternate Tax MBA Masters in Business Administration MSE Madras Stock Exchange Limited NA Not applicable NSDL National Securities Depository Limited NRI Non Resident Indian NSE National Stock Exchange of India Limited RBI Reserve Bank of India R&D Research and Development ROC Registrar of Companies, Chennai, Tamil Nadu SEBI Securities and Exchange Board of India SEZ Special Economic Zone TPM Total Productive Maintenance TQM Total Quality Management UK United Kingdom US United States (of America) USD United States Dollar UTI Unit Trust of India In the Information Memorandum all reference to one gender also refers to the other gender and the word “lakh” or “lac” means “one hundred thousand” and the word “million” means “ten lacs” and the word “crore” means “ten million”. Certain conventions; Use of Market data: Unless stated otherwise, the financial data in the Information Memorandum is derived from the Company’s restated financial statements pursuant to the Scheme. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular “fiscal year” are to the twelve-month period ended March 31 of that year. In the Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off of such amounts. Page 6 of 95
WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM All references to “India” contained in the Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian rupees, the official currency of India. For additional definitions, please see the section titled “Definitions / Abbreviations” of the Information Memorandum. Unless stated otherwise, industry data used in the Information Memorandum has been obtained from the published data and industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes that industry data used in the Information Memorandum is reliable, it has not been independently verified. The information included in the Information Memorandum about various other companies is based on their respective audited annual reports for the latest financial years and information made available by the respective companies. Forward-looking statements: Statements in the Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” “will help”, “will develop”, “will be sustained” and similar expressions or variations of such expressions, are “forward looking statements”. Similarly, statements that describe the Company’s objectives, plans or goals also are forward-looking statements, actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with the Company’s expectations with respect to, but not limited to: • General economic and business conditions in India and other countries; • Regulatory changes and the Company’s ability to respond to them; • Ability to successfully implement the Company’s strategy, growth and expansion plans; • Ability to meet the Company’s capital expenditure requirements; • Technological changes; • Exposure to market risks, general economic and political conditions in India which have an impact on the Company’s business activities or investments; • The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally; • Changes in domestic and foreign laws, regulations and taxes and changes in competition in the industry. • Fluctuations in operating costs; • The Company’s ability to attract and retain qualified personnel; • Changes in political and social conditions in India or in countries that the Company may enter, and • Any adverse outcome in the legal proceedings in which the Company is involved. For further discussion of factors that could cause the Company’s actual results to differ, see the section titled “Risk Factors”, “The Company’s Business”, “Management’s Discussion and Analysis” beginning on page nos.60 to 63 of the Information Memorandum respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Page 7 of 95
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