The directors have pleasure in presenting the seventh annual report and
 the audited accounts for the year ended 31st March 2011.
 
 2. FINANCIAL HIGHLIGHTS
 
                                                           Rs. in lakhs
 
 Details                                         Year ended  Year ended
                                                 31.03.2011  31.03.2010
 
 Sales and other income                           89,922.91   60,953.49
 
 Gross profit before interest and
 depreciation                                     20,596.53   13,573.76
 
 Interest                                             16.92      296.08
 
 Depreciation                                      1,442.45    1,444.49
 
 Profit before tax                                19,137.16   11,833.19
 
 Provision for taxation (including 
 deferred tax and tax relating to
 earlier years)                                    6,393.98    4,014.23
 
 Profit after tax                                 12,743.18    7,818.96
 
 Surplus /(loss) brought forward from
 previous year                                    11,636.66    5,156.52
 
 Total                                            24,379.84   12,975.48
 
 Appropriations:
 
 Proposed dividend                                   948.38      474.20
 
 Dividend tax payable                                153.85       78.76
             
 Transfer to general reserve                       1,274.32      785.86
 
 Surplus/(Loss) in profit & loss account          22,003.29   11,636.66
 
                                                  24,379.84   12,975.48
 
 
 3.  DIVIDEND
 
 The board of directors have recommended a dividend of Rs. 5.00 per
 share for the year ended 31st March 2011 absorbing a sum of Rs. 948.38
 lakhs for approval of the shareholders in the ensuing annual general
 meeting.
 
 4.  PERFORMANCE
 
 During the year 2010-11, the sales of medium and heavy commercial
 vehicles (MHCV) registered a positive growth of 33% over the previous
 year 2009-10 and the sale of light commercial vehicles (LCV) registered
 a positive growth of 28% during the same period.  Overall, the
 commercial vehicle (CV) industry ended with a positive growth of 30%
 over the previous year.
 
 During the year, the Company achieved a total turnover of Rs. 899
 crores as against turnover of Rs. 609 crores registered a growth of
 47%. The growth in the turnover is due to improved economy resulted in
 growth in CV industry as explained in the
 
 above paragraph and also increased sales from aftermarket and exports.
 
 The Company has outperformed MHCV market growth in OE through,
 
 a.  Increased content per sale; and
 
 b.  Improved market share
 
 5.  CAPITAL EXPENDITURE
 
 A capital expenditure of Rs. 60 crores is planned for the year 2011-12
 after considering the industry growth in this year.
 
 6.  DIRECTORS
 
 During the year, Mr Narayan K Seshadri, director, Mr P Kaniappan,
 whole-time director and Mr M Lakshminarayan, director, retire at the
 ensuing annual general meeting of the Company in terms of the articles
 of association of the Company, and being eligible, offer themselves for
 re-appointment.
 
 A brief resume of the aforesaid directors and other information have
 been detailed in the notice convening the annual general meeting of the
 Company. Appropriate resolutions for their reappointment are being
 placed for approval of the shareholders at the ensuing annual general
 meeting. Your directors recommend their reappointment as directors of
 the Company.
 
 Notice has been received from a member of the Company signifying his
 intention to propose the appointment of Mr M Lakshminarayan as director
 of the Company in terms of section 257 of the Companies Act, 1956 along
 with the requisite deposit of Rs. 500/-.
 
 On 12th May 2011, Mr C N Prasad, director resigned from the
 directorship of the company. The Board of Directors recorded the same
 at the board meeting held on 12th May 2011 and are not proposing to
 induct a new director to replace him.
 
 The Board of Directors at this meeting have placed on record the
 valuable services rendered by him during his tenure as a director and
 also when he was a whole time director from 28th March 2008 to 17th
 June 2009.
 
 Consequent to the resignation of Mr C N Prasad, director, the audit
 committee and Investors Grievance Committee are reconstituted. In his
 place Mr Trevor Lucas a Non-Independent director is inducted as a
 member in both the committees effective 12th May 2011.
 
 7.  AUDITORS
 
 Messrs S.R.Batliboi & Associates, Chartered Accountants, Chennai retire
 at the ensuing annual general meeting and are eligible for
 re-appointment.
 
 8.  STATUTORY STATEMENTS
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 The 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, is set out in Annexure II and forms part of this
 report. However, in pursuance of Section 219(1)(b)(iv) of the Companies
 Act, 1956, the Report and Accounts is being sent to all the Members of
 the Company excluding the aforesaid information and the said
 particulars will be made available on 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.
 
 Directors Responsibility Statement
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956 with respect to directors responsibility statement, it is hereby
 confirmed:
 
 (i) that in the preparation of annual accounts for the financial year
 ended 31st March 2011, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 (ii) that the directors had 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 had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions 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 had prepared the accounts for the financial
 year ended 31st March 2011 on a going concern basis.
 
 9.  CORPORATE GOVERNANCE
 
 The company has complied with the provisions of the Listing Agreement
 concerning corporate governance and a report to this effect is attached
 to this report as required by clause 49 of the Listing Agreement with
 the stock exchanges. A certificate issued by the auditors of the
 Company regarding compliance of conditions of corporate governance, is
 also annexed to the said 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 2011.
 
 A management discussion and analysis report, as required by the Listing
 Agreement, is also attached which forms part of this report.
 
 10.  CHANGE OF NAME OF THE COMPANY
 
 In terms of the scheme of demerger approved by the Honble Madras High
 Court and consequent to the acquisition of 35.83% of shares of our
 Company by Clayton Dewandre Holdings Limited from Indian promoters,
 viz., TVS group of Companies on 3rd June 2009, a Name and Trademark
 Licence Agreement was entered into with Sundaram-Clayton Limited (SCL).
 
 Pursuant to this Agreement, SCL has granted WABCO-TVS (INDIA) Ltd a non
 exclusive licence to use the Trademark TVS in its corporate name and
 as a Trademark and logo in connection with the promotion, sales,
 marketing and distribution of the Companys products including for the
 purpose of branding the Companys products, subject to the terms and
 conditions stated therein, for a period of 3 years from the agreement
 date i.e. up to 2nd June 2012.
 
 The Company and SCL have however mutually agreed in writing to (i) the
 corporate name being changed by omitting therefrom SCLs trade mark
 TVS and (ii) the Company continuing to use the trade mark TVS on
 products sold, prior to the change of name being effective to
 distributors/ secondary channels upto December 2011. The change of the
 Companys corporate name to WABCO INDIA LIMITED requires the approval
 of its shareholders and Central Government under the applicable
 provisions of the Companies Act, 1956.
 
 The change of name will become effective only upon issue of a fresh
 certificate of incorporation. A resolution to this effect is included
 in the Notice of Annual General Meeting.
 
 11.  ACKNOWLEDGEMENT
 
 The directors gratefully acknowledge the 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
 
 
                                                     M LAKSHMINARAYAN 
                                                             Chairman
 
 
 Chennai
 12th May 2011