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

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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM The Company does not have any obligation to, and does not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize. In accordance with SEBI requirements, the Company will ensure that investors are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges. II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF: An investment in equity shares involves a high degree of risk. Investors should carefully consider all of the information in the Information Memorandum, including the risks and uncertainties described below, before making an investment in the Equity Shares. Occurrence of any of the following risks as well as the other risks and uncertainties discussed in the Information Memorandum could have a material adverse effect on the Company’s business, financial condition and results of operations and could cause the trading price of the Company’s Equity Shares to decline, which could result in loss to the investor. The investor(s) should consider the following risk factors carefully in evaluating the Company and its business before making any investment decision. Internal Risks: • The Company’s ability to generate revenues and pay dividends is dependent on a number of factors and may vary significantly from quarter to quarter. • The Company’s growth depends on acquiring new customers apart from increasing business from existing customers. • The Company operates in a highly competitive environment and this competitive pressure on the business is likely to continue. This competition may adversely affect the Company’s business and operations materially in the future. • The Company’s success depends largely upon its senior management and key personnel and the Company’s ability to attract and retain them. • The Company’s cost of producing and acquiring parts for the brake systems may increase and this could adversely affect its results of operation, if the customers of the Company do not compensate the Company for such increases. • The Company is subject to regulation by central, state and local governments / bodies, which may impose costs and restrictions. Central, state and local governments/bodies extensively regulate the automotive industry and when required for the proper control of the road safety. The Government may consider new legislative requirements, which potentially can affect the Company’s businesses. The results of these legislative, judicial and administrative actions may materially affect the business operations. • The Company may face increased competition because of technological advances and new regulatory requirements, which could adversely affect the results of operations in future. Page 8 of 95
WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM • The Company may be involved in various litigation matters, including those arising in the ordinary course of business. While the Company does not believe that any of these litigation matters alone or in the aggregate will have a material adverse effect on the financial position, an adverse outcome in one or more of these matters could be material to the results of operations for any one period. • The Company may be exposed to interest rate fluctuations. External Risks: • Vulnerability to business cycles could affect the Company’s capacity to sustain a growth in income, profits and shareholders’ value. • Terrorist attacks and other acts of violence or war, including those involving India or other countries could adversely affect operations of the Company resulting in a loss of business confidence. • There has been no public market for the Equity Shares till now. The prices of the Equity Shares may fluctuate after listing due to a wide variety of factors, including volatility in the Indian and global securities markets; the Company’s operational performance, financial results and capacity expansion; developments in India’s economic liberalization and deregulation policies, particularly in the automotive sector; and changes in Indian laws and regulations impacting the Company’s business. There is no assurance that an active trading market for the Equity Shares will develop or be sustained after listing. • This section should also be read in conjunction with the section titled “Outstanding Litigation and Material Developments”. III. INTRODUCTION: This is only a summary. Investors should read the following summary with the Risk Factors mentioned and the more detailed information about the Company and the Company’s financial statements included elsewhere in the Information Memorandum. General Information: Brief particulars of the Company: The Company was initially incorporated as Auto (India) Engineering Limited on 18 th November 2004 under the Companies Act, 1956. It obtained a Certificate of Commencement of business on 15 th December 2004. The Registration Number of the Company is U34103TN2004PLC054667. Registered Office: No.29, Haddows Road, Chennai – 600 006 Tel : 91-44-28272233 Fax : 91-44-28257121 Website: www.wabco-tvs.com Email: madhavan.rajagopalan@wabco-tvs.co.in Address of the Registrar of Companies: The Registrar of Companies Block No.6, B Wing, II Floor Shastri Bhawan, 26 Haddows Road CHENNAI- 600006, Tamilnadu Phone: 044-28277182/28272676 Fax: 044-28234298 Email: ns.ponnunambi@mca.gov.in Page 9 of 95
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