ZF Commercial Vehicle Control Systems India Limited
19
th
Annual Report 2023
Jun-09 Jun-10 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23
12,162.45
196.85
Shareholder Value Creation
Rs. Per Share
2,854
Revenue
In Rs. Cr.
1,780
Networth
In Rs. Cr.
Return On Capital Employed
%
Prot After Tax
In Rs. Cr.
Earnings Per Share
In Rs.
Dividend Per Share
In Rs.
282
318
149
9
1,996
2,114
2,409
1,895
1,930
1,864
2,543
3,445
159
Prot Before Tax
In Rs. Cr.
411
427
152
84
10
11
13
12
104
142
55
223
196
75
167
2018-19 2020-212019-202021-22 2022-23 2018-192020-212019-202021-22 2022-232018-19 2020-212019-202021-22 2022-23
2018-192020-212019-202021-22 2022-232018-19 2020-212019-20 2021-22 2022-23
2018-19 2020-212019-202021-22 2022-23
2018-19 2020-212019-202021-22 2022-23
24.9
11.9
7.7
9.4
17.6
1
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Contents Page No.
Corporate Information 2
Financial Highlights 3
Notice to the Members 4
Directors' Report to the Shareholders
13
Management Discussion and Analysis Report
29
Business Responsibility and Sustainability Report
38
Report of Corporate Governance
75
Auditors' Certicate on Corporate Governance
90
Standalone Financial Statement
Auditors' Report
91
Balance Sheet
102
Statement of Prot & Loss
103
Cash Flow Statement
104
Notes to Financial Statements
107
Consolidated Financial Statement
Auditors' Report
147
Balance Sheet
154
Statement of Prot & Loss
155
Cash Flow Statement
156
Notes to Financial Statements
159
2
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Board of Directors
M LAKSHMINARAYAN
Chairman
MAHESH CHHABRIA
DR. LAKSHMI VENU
DR. CHRISTIAN BRENNEKE
PHILIPPE COLPRON
ALEXANDER DE BOCK
(upto 30.03.2023)
Managing Director
P KANIAPPAN
Chief Financial Ofcer
R S RAJAGOPAL SASTRY
Company Secretary
MUTHULAKSHMI M
Audit Committee
MAHESH CHHABRIA
Chairman
M LAKSHMINARAYAN
DR LAKSHMI VENU
Stakeholders Relationship
Committee
M LAKSHMINARAYAN
Chairman
P KANIAPPAN
PHILIPPE COLPRON
Corporate Social Responsibility
Committee
P KANIAPPAN
Chairman
M LAKSHMINARAYAN
DR. LAKSHMI VENU
Nomination and Remuneration
Committee
DR. LAKSHMI VENU
Chairperson
M LAKSHMINARAYAN
DR. CHRISTIAN BRENNEKE
MAHESH CHHABRIA
Risk Management Committee
DR. CHRISTIAN BRENNEKE
Chairman
PHILIPPE COLPRON
MAHESH CHHABRIA
P KANIAPPAN
R S RAJAGOPAL SASTRY
V RAMANATHAN
Listing of Shares with
National Stock Exchange of India Limited
Mumbai
BSE Limited, Mumbai
Registrar & Share Transfer Agent (RTA)
Integrated Registry Management Services
Private Limited
2
nd
Floor, Kences Towers,
No 1, Ramakrishana Street,
North Usman Road, T Nagar,
Chennai - 600017
Tel. : 044 - 28140801, 28140475, 28140476
Fax : 044 - 28142479
E-mail : [email protected]
Bankers
Citibank N.A.
3
rd
Floor, 2 Club House Road,
Chennai 600 002
BNP Paribas
Prince Towers,
3
rd
Floor, 25/26 College Road,
Chennai 600 006
State Bank of India
Corporate Accounts Group Branch
3
rd
Floor, Sigappi Achi Building
18/3, Rukmanilakshmipathy Road
Egmore, Chennai 600 008
ICICI Bank Limited
Prakash Presidium
110, Nungambakkam High Road,
Chennai - 600 034.
Statutory Auditors
B S R & Co. LLP
Chartered Accountants
KRM Tower, 1
st
& 2
nd
Floors,
No.1, Harrington Road, Chetpet,
Chennai 600 031.
Secretarial Auditor
S Krishnamurthy & Co.
Company Secretaries
“SHRESHTAM’
Old No.17, New No.16
Pattammal Street, Mandaveli, Chennai 600 028
Cost Auditor
A N RAMAN & Associates
Cost Accountant,
No.10, PN Muthukumaraswamy Salai,
Baby Nagar 1st Main Road,
Velachery, Chennai - 600042
Subsidiary Company
M/s. ZF CV Control Systems Manufacturing India
Private Limited
Registered Ofce
Plot No. 3 (SP), III Main Road,
Ambattur Industrial Estate,
Chennai 600 058
Tel. : 044 4224 2000, Fax : 044 4224 2009
Website : www.zf.com
Email: [email protected]
CIN: L34103TN2004PLC054667
Factories
Plot No. 3 (SP), III Main Road,
Ambattur Industrial Estate,
Chennai 600 058
Tel. : 044 4224 2000
Fax : 044 4224 2009
Large Sector, Adityapur Industrial Area,
Gamharia, Seraikella-Kharsawan Dist.
Jharkhand 832 108
Tel. : 0657 398 5700
Fax : 0657 238 7997
Unit - 1 & Unit - 2
Plot No. AA8, Central Avenue,
Auto Ancillary SEZ,
Mahindra World City,
Natham Sub-Post, Chengalpet,
Kancheepuram District 603 002
Tamil Nadu
Tel. : 044 3090 1200
Plot No.11, Sector 4, SIDCUL,
IIE Pantnagar,
Rudrapur Udham Singh Nagar,
Uttarakhand - 263 153
Tel. : 05944 250885
KH 159-162, 164 Village Dhakauli
Nawabganj, Barkeni Dewa Road,
Somaiya Nagar, Barabanki,
Lucknow, Uttar Pradesh 225 123
Tel. : 05248 230065
ZF IT Centre India, Chennai
"One Paramount",
Second Floor,
110, Mount Ponnamallee Road, Porur,
Chennai 600 116
Tel. : 044 6689 8000
ZF Technology Centre India, Chennai
DLF IT SEZ,
Block 9A and Block 9B
10th Floor, No. 1/124, Nandambakkam Post,
Ramapuram, Chennai - 600 089.
3
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
FINANCIAL HIGHLIGHTS
Year ended March 31
st
2018-19 2019-20 2020-21 2021-22 2022-23
Prot and loss Account
Revenue from Operations 2,85,414 1,92,956 1,86,350 2,54,335 3,44,459
Other income 7,247 6,388 3,889 3,753 6,701
Total income 2,92,661 1,99,344 1,90,239 2,58,088 3,51,160
Gross prot before interest, depn & tax 48,235 31,537 24,466 29,008 53,732
Depreciation 7,144 9,011 9,040 9,243 10,476
Prot before interest & tax 41,091 22,526 15,426 19,764 43,256
Interest - 192 199 190 567
Prot before taxation 41,091 22,334 15,227 19,574 42,689
Prot after taxation 28,217 15,881 10,380 14,207 31,767
Balance Sheet
Net Fixed assets 45,926 50,094 48,198 55,592 66,235
Current Investments 31,343 54,237 63,997 39,811 10,014
Net current assets (other than Investments) 92,973 75,690 77,420 1,05,811 1,60,341
Non-current assets (other than Fixed assets) 11,270 11,721 11,633 12,607 12,071
Total 1,81,512 1,91,742 2,01,248 2,13,821 2,48,661
Share capital 948 948 948 948 948
Reserves & surplus 1,77,049 1,88,506 1,98,692 2,10,459 2,39,964
Networth 1,77,998 1,89,455 1,99,640 2,11,407 2,40,912
Non-current liabilities 3,119 2,287 1,608 2,414 7,749
Deferred taxation (net) 396 - - - -
Total 1,81,512 1,91,742 2,01,248 2,13,822 2,48,661
EPS (Rs) 148.8 83.7 54.7
74.9 167.5
DPS (Rs) 9.0 10.0 11.0 12.0 13.0
Book value per share (Rs) 938.4 998.8 1,052.5 1,114.6 1,270.1
Return on capital employed (ROCE)% 24.9 11.9 7.7 9.4 17.6
Return on networth (RONW)% 17.1 8.6 5.3 6.9 14.0
Fixed assets turnover (no. of times) 6.4 4.0 3.9 4.6 5.3
Working capial turnover (no. of times) 3.7 2.3 2.4 2.4 2.0
Gross prot as % of sales (EBITDA) 16.9 16.3 13.1 11.4 15.6
Gross prot as % of total income 16.5 15.8 12.9 11.2 15.3
Net prot as % of total income 9.6 8.2 5.6 5.6 9.0
Debtors Turnover ratio 4.5 3.9 3.9 4.1 4.8
Inventory Turnover ratio 12.9 8.7 10.3 13.1 15.0
Current ratio 3.4 5.9 3.9 3.9 4.2
(a) The Standalone gures as above are as per Indian Accounting Standards (Ind AS) prescribed under the Companies Act, 2013.
(b) ROCE is prot before interest and taxation divided by average networth plus loan funds.
(c) RONW is prot after tax divided by networth.
(d) Fixed assets turnover is sales divided by net xed assets as at the end of the year.
(e) Working capital turnover is sales divided by net current assets as at the end of the year.
(f) DPS is dividend declared for the year.
(g) Debt Equity Ratio and Interest coverage ratio are not applicable as there are no borrowings.
` in lakhs
4
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notice of the 19
th
Annual General Meeting to the Members
NOTICE is hereby given that the 19
th
Annual General
Meeting of the members of the Company (AGM) will be held
on Thursday, 27
th
July 2023 at 15.00 Hours (IST) through
Video Conferencing (VC) / Other Audio-Visual Means
(OAVM) to transact the following business:
Ordinary Business:
1. To consider and to give your assent or dissent to
the following ordinary resolution:
RESOLVED THAT the Audited (Standalone and
Consolidated) Financial Statements of the Company
for the Financial Year ended 31
st
March 2023
consisting of the Balance Sheet as on 31
st
March,
2023, the statement of prot and loss, the statement
of cash ow and statement of changes in equity for
the Financial Year ended 31
st
March 2023 and the
explanatory notes annexed to or forming part thereof,
together with the reports of the Auditor’s and Board
of Directors thereon, be and are hereby approved and
adopted.
2. To consider and to give your assent or dissent to
the following ordinary resolution:
RESOLVED THAT pursuant to Section 123 and
other applicable provisions of the Companies Act,
2013, the Rules made thereunder and pursuant to
the recommendation of the Board of Directors of
the Company, a dividend of
₹13/- (Rupees Thirteen
only) per share on 1,89,67,584 equity shares of
₹ 5/-
(Rupees Five only) each fully paid up, which make
up the entire paid-up equity capital of the Company,
absorbing a sum of
₹ 2,465.79 lakhs, be and is hereby
declared for the nancial year ended 31
st
March 2023,
out of the prots of the Company for the said nancial
year arrived at after providing for the applicable
depreciation, and that the said Dividend shall be
paid to the Shareholders whose names appear in the
register of members (for shares held in physical form) /
register of benecial owners of the Company’s shares
(for shares held in dematerialized form) maintained by
the depositories, as at the close of 7
th
July 2023 (being
the record date xed for this purpose).
3. To consider and to give your assent or dissent to
the following ordinary resolution:
RESOLVED THAT, Mr. Philippe Colpron (DIN:
08344534), who retires by rotation, being eligible
for re-appointment, willing and recommended by
the Nomination and Remuneration Committee and
the Board of Directors for re-appointment, be and is
hereby re-appointed as a Director of the Company,
liable to retirement by rotation.
Special Business:
4. To consider and to give your assent or dissent to
the following ordinary resolution:
RESOLVED THAT pursuant to Section 148 of the
Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, the remuneration of
₹ 6,00,000/-
(Rupees Six Lakhs only) plus applicable taxes and
out of pocket expenses at actuals, payable for the
nancial year ending on 31
st
March 2024 to M/s. A N
Raman & Associates, Cost Accountants, having rm
registration number 102111, as xed by the Board of
Directors at the time of his appointment as the Cost
Auditor to audit the cost records of the Company for
the said nancial year, be and is hereby ratied.
By order of the Board
Chennai MUTHULAKSHMI M
24
th
May 2023 Company Secretary
Registered Ofce:
CIN: L34103TN2004PLC054667
ZF Commercial Vehicle Control Systems India Limited
(Formerly known as WABCO INDIA Limited)
Plot No.3, (SP), III Main Road,
Ambattur Industrial Estate,
Chennai - 600 058
Particulars of Director seeking appointment/re-
appointment as required under Secretarial Standard - 2
Item No. 3 - Prole of Mr. Philippe Colpron
Mr. Philippe Colpron was appointed as an Additional Director
in the category of Non-Executive Non – Independent
Director by the Board at their meeting held on 29
th
January
2019 in terms of Section 161 of the Companies Act, 2013
and by the shareholders as Director (Non-Executive Non
– Independent) at the annual general meeting held on 14
th
August 2019 and is liable to retire by rotation.
Mr. Philippe Colpron (44) is a Business School Major in
Corporate Finance from Concordia University and has
completed the Marketing Executive Program from INSEAD
business school and the Senior Executive Program from
London school of business. He is currently the Executive
Vice President - Aftermarket of the ZF Group. He started
his career at WABCO Group in 2007 as Strategic Sourcing
Director for the Group. In February 2010 he became the
Aftermarket Marketing and Business Development Leader.
From 2012 onwards, he was promoted to the Business
Enterprise Lead of ZF Group (formerly WABCO) Aftermarket
to then proceeded as Vice President and Aftermarket
5
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Business Unit Leader in 2014. He was appointed to the
Global Fleet Solutions Hub leadership role at the end of
2018, taking ownership of two of WABCO’s most dynamic
business units - Digital Customer Services, delivering
advanced FMS solutions, and the Aftermarket Business
Unit, molded into a single Fleet Solutions organization.
Besides his contribution to the Aftermarket business,
Mr. Philippe Colpron has led several key strategic projects
at ZF Group including former WABCO. Prior to joining ZF
Group (formerly WABCO), he worked in various roles such
as transport, logistics and purchasing management at
Valeo after having operated under his own account in his
start-up enterprises.
Mr. Philippe Colpron has confirmed that he is not
disqualied to be appointed as a Director. He does not
hold any shares in the Company and he is not related
to any other director or Key managerial personnel of the
Company. He is a member of the Stakeholders Relationship
Committee and Risk Management Committee of the
Company. He has attended 18 Meetings out of the 24 Board
meetings held after his appointment. He is not a director
on any Board nor a member of any committee of any other
listed Company. He is the Director of ZF Digital Solutions
Pvt. Ltd. The Board considers that his association and
experience would be of immense benet to the Company
and it is desirable to continue his services. Accordingly,
based on the recommendation of the Nomination and
Remuneration Committee, the Board recommends the
ordinary resolution set out as Item No.3 of the notice
for appointment of Mr. Philippe Colpron as a director for
approval by the shareholders of the Company.
Except Mr. Philippe Colpron being an appointee, none of
the other Directors and Key Managerial Personnel of the
Company and their relatives are in any way is concerned
or interested, nancially or otherwise, in the resolution set
out at Item No.3. This statement may also be regarded
as a disclosure under Regulation 36(3) of the Listing
Regulations. He has not resigned from the directorship of
any listed Companies in the past 3 years.
Statement of material facts pursuant to Section 102
of the Companies Act, 2013
Item No. 4
Pursuant to Section 148 of the Companies Act, 2013 and
Rule 4 of Companies (Cost Records and Audit) Rules,
2014 including amendments and re-enactments and
clarications issued by the Ministry of Corporate Affairs, the
Company is required to appoint a Cost Auditor to audit the
cost records of the applicable products of the Company.
Based on recommendation of the audit committee, the
Board at its meeting held on 24
th
May 2023, considered
and approved the re-appointment of M/s. A.N. Raman &
Associates, as Cost Auditor for the nancial year 2023-24
at a remuneration of Rs. 600,000/- plus applicable taxes
and reimbursement of out-of-pocket expenses at actuals,
subject to ratication by the Shareholders of the Company.
The remuneration payable to M/s. A.N Raman & Associates,
requires to be ratied by the Members at the forthcoming
annual general meeting. Hence, the resolution is being
proposed as Item No. 4 of the Notice.
None of the Directors or Key Managerial Personnel of the
Company / their relatives are in any way, concerned or
interested, nancially or otherwise, in the resolution. The
Board recommends this resolution for approval of the
Members.
By order of the Board
Chennai MUTHULAKSHMI M
24
th
May 2023 Company Secretary
Registered Ofce:
CIN: L34103TN2004PLC054667
ZF Commercial Vehicle Control Systems India Limited
(Formerly known as WABCO INDIA Limited)
Plot No.3, (SP), III Main Road,
Ambattur Industrial Estate,
Chennai - 600 058
Notes:
1. Pursuant to the various Circulars issued by the
Ministry of Corporate Affairs (MCA) and the Securities
and Exchange Board of India (“SEBI”) and in
compliance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), physical attendance of the Members at
the AGM venue is not required and AGM can be held
through Video Conferencing (VC) or Other Audio Visual
Means (OAVM). Hence, Members can attend and
participate at the ensuing AGM through VC / OAVM.
2. The statement of material facts pursuant to Section
102 of the Companies Act, 2013, with respect to the
special business to be transacted at the nineteenth
AGM, as set out in the notice convening the meeting,
is annexed hereto.
3. A Member entitled to attend and vote at the AGM is
entitled to appoint a Proxy to attend and vote on his
/ her behalf and the Proxy need not be a Member of
the Company. Since this AGM is being held through
VC / OAVM, pursuant to the applicable MCA and
SEBI Circulars, physical attendance of Members
has been dispensed with. Accordingly, the facility
for appointment of Proxies by the Members will not
be available for the AGM and hence the Proxy Form
and Attendance Slip are not annexed to this Notice.
However, Bodies Corporates are entitled to appoint
authorised representatives to attend the AGM through
6
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
VC / OAVM and participate thereat and cast their votes
through e-Voting.
4. Members holding shares as on the “cut-off date” viz.,
21
st
July 2023 are eligible for voting through electronic
voting system.
5. Voting rights of shareholders shall be in proportion to
their shares in the paid-up equity share capital of the
Company as on the cut-off date of 21
st
July 2023
6. The Remote e-Voting period commences on 23
rd
July 2023 (9:00 hrs. IST) and ends on 26
th
July 2023
(17:00 hrs. IST). During this period shareholders of
the Company, holding shares either in physical form
or in dematerialized form, as on the cut-off date of
21
st
July 2023, may cast their vote electronically. The
remote e-Voting module shall be disabled by NSDL
for voting thereafter. Once the vote is cast by the
shareholder, the shareholder shall not be allowed to
change it subsequently.
7. Any person, who acquires shares of the Company and
becomes member of the Company after dispatch of
the notice and holding shares as on the cut-off date i.e.
21
st
July 2023 may obtain the login ID and password by
sending an e-mail to [email protected] by mentioning
his Folio No. /DP ID and Client ID No.
8. A member may participate in the meeting even after
exercising his right to vote through remote e-Voting
but shall not be allowed to vote again at the meeting.
9. Members as on the cut-off date viz. 21
st
July 2023,
can join the AGM through the VC / OAVM mode
15 minutes before and after the scheduled time
of the commencement of the AGM by following
the procedure mentioned in the Notice. Large
Shareholders (Shareholders holding 2% or more of
the total number of shares), Promoters, Institutional
Investors, Directors, Key Managerial Personnel,
the Chairman of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee, Auditors etc. are allowed to
attend the AGM without any restriction.
10. Members attending the AGM through VC / OAVM will
be counted for the purpose of reckoning the quorum
under Section 103 of the Companies Act, 2013.
11. Pursuant to the provisions of Section 108 of the
Companies Act, 2013. read with Rule 20 of the
Companies (Management and Administration) Rules,
2014 and Regulation 44 of Listing Regulations, and
the Circulars issued by the MCA, the Company is
providing facility of remote e-Voting to its Members in
respect of the businesses to be transacted at the AGM.
For this purpose, the Company has entered into an
agreement with National Securities Depository Limited
(NSDL) for facilitating voting through electronic means,
as the authorized agency. The facility of casting votes
by a member using remote e-Voting system as well as
voting at the meeting will be provided by NSDL.
12. In case of joint holders, the Member whose name
appears as the rst holder in the order of names as
per the Register of Members of the Company will be
entitled to vote.
13. In line with the MCA Circular on holding the AGM
in electronic mode, the Notice calling the AGM has
been uploaded on the website of the Company at
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
The Notice can also be accessed from the websites
of the Stock Exchanges i.e. BSE Limited and National
Stock Exchange of India Limited at www.bseindia.
com and www.nseindia.com respectively and the
Notice is also available on the website of NSDL
(agency for providing the Remote e-Voting facility) i.e.
www.evoting.nsdl.com.
14. Members may also note that the Annual
Report and the notice to the AGM will also
be available on the Company’s website viz.,
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
for download. Electronic copy of the Annual Report
and the notice of the AGM inter-alia indicating the
process and manner of e-Voting are being sent to all
the Members whose e-mail IDs are registered with the
Company / DPs for communication purposes.
15. Under Section 124 read with Section 125 of the
Companies Act, 2013, the amount of dividend
remaining unpaid or unclaimed for a period of seven
years from the due date is required to be transferred to
the Investor Education and Protection Fund Authority
(IEPF), Ministry of Corporate Affairs. The particulars
of due dates for transfer of such unclaimed dividends
to IEPF are furnished in the report on Corporate
Governance forming part of the Annual Report.
An amount of ` 3,56,680/- (Rupees Three Lakhs Fifty
Six Thousand Six Hundred and Eighty only) being
unclaimed/unpaid dividend of the Company for the
nancial year ended 31
st
March, 2015 was transferred
in September, 2022 to IEPF.
The Company paid to IEPF an amount of ` 5,62,554/-
(Rupees Five Lakhs Sixty-Two Thousand Five Hundred
and Fifty-Four only) on 29
th
July, 2022, towards
dividend for the nancial year ended 31
st
March, 2022
on such Shares which were transferred to IEPF.
The Company have transferred 2,684 shares to the
Investor Education and Protection Fund Authority
(IEPF) in the month of September 2022. In terms
7
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
of Rule 5 of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (IEPF Rules), the Company
has uploaded the information in respect of the
Unclaimed Dividends as on 31
st
March 2022 on the
website of IEPF viz., www.iepf.gov.in and under
“investor section” on the website of the Company viz
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
The objective of the IEPF Rules is to help the
shareholders ascertain status of the unclaimed
amounts and overcome the problems due to
misplacement of intimation thereof by post etc. A
separate reminder was also sent to those members
having unclaimed dividends since 2015-16. Members
who have not encashed their dividend warrants
are advised to surrender the unencashed warrants
immediately to the Company or the Share Transfer
Agent and to claim the dividends.
16. Section 124 (6) was notied on 5
th
September 2016
along with the relevant rules therein on 5
th
September
2016 which mandates that all shares in respect of
which dividend is remaining unpaid or unclaimed
by the shareholder for a continuous period of seven
years shall be transferred by the Company to the
Investor Education and Protection Fund in the
manner prescribed. In this regard, the Company had
sent reminders to these shareholders as prescribed
in the rules. Subsequently, eligible shares were
transferred to the demat account of the IEPF Authority
as per the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Amendment Rules, 2016 issued on 13
th
October
2017. Shareholders can claim from IEPF Authority
both unclaimed dividend amount and the shares
transferred to the demat account of the IEPF Authority
by ling application to the IEPF Authority in Web Form
IEPF - 5 and submitting the same along with relevant
documents to the Company. Required instructions in
this regard for claiming the shares are available on the
website www.iepf.gov.in.
17. Shareholders are requested to note that SEBI has
mandated that, the Company cannot process any
request for transfer of shares received in physical
mode. Adequate communications in this regard
have already been sent to the shareholders holding
shares in physical mode. Hence it is requested that
all shareholders holding shares in physical mode
shall demat their shares to avoid any issues in future.
RTA will intimate the Shareholder/claimant about its
execution / issuance of new certicate as may be
applicable, by way of issuing Letter of Conrmation.
In case of non-receipt of demat request from the
shareholder/claimant within 120 days from the date
of Letter of Conrmation, the shares will be credited
to Suspense Escrow Demat Account of the Company.
Further in accordance with the circular SEBI/HO/
MIRSD/MIRSD_RTAMB/P/CIR/2022/8 issued by
SEBI on January 25, 2022, listed companies shall
henceforth issue the securities in dematerialized form
only (vide Gazette Notication no. SEBI/LADNRO/
GN/2022/66 dated January 24, 2022) while processing
the service requests such as Issue of duplicate
securities certicate, Claim from Unclaimed Suspense
Account, Renewal / Exchange of securities certicate,
Endorsement, Sub-division / Splitting of securities
certicate, Consolidation of securities certicates/
folios, Transmission and Transposition.
18. To prevent fraudulent transactions, members are
advised to exercise due diligence and notify the
Company of any change in address or demise of
any member as soon as possible. Members are also
advised not to leave their demat account(s) dormant
for long. Periodic statement of holdings should be
obtained from the concerned Depository Participant
and holdings should be veried.
19. In accordance with the circular SEBI/HO/MIRSD/
MIRSD-PoD-1/P/CIR/2023/37 issued by SEBI on
16
th
March, 2023, SEBI has introduced common and
simplied norms for furnishing PAN, KYC details and
Nomination. Accordingly, the RTA shall not process
any service requests or complaints received from the
holder(s) /claimant(s), till PAN, KYC and Nomination
documents/details are updated. On or after October
01, 2023, in case of any of the above cited documents/
details are not available in the folios, RTA shall freeze
such folios. Frozen folios shall be referred by the
RTA / Company to the administering authority under
the Benami Transactions (Prohibitions) Act, 1988
and/or Prevention of Money Laundering Act, 2002,
if they continue to remain frozen as on December
31, 2025. The Company has sent individual letters
to all the Members holding shares of the Company
in physical form for furnishing the aforesaid details.
Relevant details and forms prescribed by SEBI in this
regard are available on the website of the Company at
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
20. Required details of the Directors seeking re-
appointment at the Annual General Meeting, forms
integral part of the notice as per Listing Regulations.
The Directors have furnished requisite consent and
declaration for their appointment.
21. Since AGM has been held through VC/OAVM in
compliance with MCA Circulars and SEBI Circulars,
route map of the venue of AGM is not annexed
herewith and the venue of AGM shall be deemed to
be the Registered Ofce of the Company.
8
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
22. In accordance with the various circulars from MCA,
Notice of AGM and Annual Report are being sent only
in electronic mode to those Members whose e-mail
addresses are registered with the Company or RTA or
the Depository Participant(s). For any communication
in this regard, including the requirement of physical
copy of Annual Report, members may send their
request letters to [email protected] /srirams@
integratedindia.in.
23. Voting through electronic means
I. In compliance with provisions of Section 108 and
other applicable provisions of the Companies Act,
2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014 as amended by
the Companies (Management and Administration)
amendment Rules, 2015 and Regulation 44 of the
Listing Regulations, the Company is pleased to
provide members facility to exercise their right to
vote at the 19
th
Annual General Meeting (AGM)
through electronic means and the business may
be transacted through e-Voting Services provided
by National Securities Depository Limited (NSDL).
II. Remote e-Voting means the facility of casting
votes by a member using an electronic voting
system.
How do I vote electronically using NSDL e-Voting
system?
The way to vote electronically on NSDL e-Voting system
consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual
meeting for Individual shareholders holding
securities in demat mode
In terms of SEBI circular dated December 9, 2020
on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat
mode are allowed to vote through their demat
account maintained with Depositories and Depository
Participants. Shareholders are advised to update their
mobile number and email Id in their demat accounts
in order to access e-Voting facility.
Login method for Individual shareholders holding
securities in demat mode is given below:
Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
demat mode
with NSDL.
1. Existing IDeAS user can visit the
e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a
Personal Computer or on a mobile. On
the e-Services home page click on the
"Benecial Owner" icon under "Login"
which is available under 'IDeAS'
section, this will prompt you to enter
your existing User ID and Password.
After successful authentication, you
will be able to see e-Voting services
under Value added services. Click on
"Access to e-Voting" under e- Voting
services and you will be able to see
e-Voting page. Click on company
name or e-Voting service provider i.e.
NSDL and you will be re-directed to
e- Voting website of NSDL for casting
your vote during the remote e-Voting
period or joining virtual meeting &
voting during the meeting.
2. If you are not registered for IDeAS
e-Services, option to register is
available at https://eservices.nsdl.com.
Select "Register Online for
IDeAS Portal" or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open
web browser by typing the following
URL: https://www.evoting.nsdl.com
either on a Personal Computer or on
a mobile. Once the home page of
e-Voting system is launched, click on
the icon "Login" which is available
under 'Shareholder/Member' section.
A new screen will open. You will
have to enter your User ID (i.e. your
sixteen digit demat account number
held with NSDL), Password/OTP
and a Verication Code as shown
on the screen. After successful
authentication, you will be redirected to
NSDL Depository site wherein you can
see e-Voting page. Click on company
name or e-Voting service provider i.e.
NSDL and you will be redirected to
e- Voting website of NSDL for casting
your vote during the remote e-Voting
period or joining virtual meeting &
voting during the meeting.
9
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
4. Shareholders/Members can also
download NSDL Mobile App “NSDL
Speed-e” facility by scanning the QR
code mentioned below for seamless
voting experience.
Individual
Shareholders
holding
securities in
demat mode
with CDSL
1. Existing users who have opted for
Easi /Easiest, they can login through
their user id and password. Option
will be made available to reach
e-Voting page without any further
authentication. The users to login Easi
/Easiest are requested to visit CDSL
website www.cdslindia.com and click
on login icon & New System Myeasi
Tab and then use your existing my
easi username & password.
2. After successful login the Easi / Easiest
user will be able to see the e-Voting
option for eligible companies where
the evoting is in progress as per the
information provided by company. On
clicking the evoting option, the user
will be able to see e-Voting page of the
e-Voting service provider for casting
your vote during the remote e-Voting
period or joining virtual meeting &
voting during the meeting. Additionally,
there is also links provided to access
the system of all e-Voting Service
Providers, so that the user can visit
the e-Voting service providers’ website
directly.
3. If the user is not registered for Easi/
Easiest, option to register is available at
CDSL website www.cdslindia.com and
click on login & New System Myeasi
Tab and then click on registration
option.
4. Alternatively, the user can directly
access e-Voting page by providing
Demat Account Number and PAN No.
from a e-Voting link available on www.
cdslindia.com home page. The system
will authenticate the user by sending
OTP on registered Mobile & Email as
recorded in the Demat Account. After
successful authentication, user will be
able to see the e-Voting option where
the evoting is in progress and also able
to directly access the system of all
e-Voting Service Providers.
Individual
Shareholders
(holding
securities in
demat mode)
login through
their
depository
participants
You can also login using the login
credentials of your demat account through
your Depository Participant registered with
NSDL/CDSL for e-Voting facility. upon
logging in, you will be able to see e-Voting
option. Click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site
after successful authentication, wherein
you can see e-Voting feature. Click on
company name or e-Voting service provider
i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your
vote during the remote e-Voting period or
joining virtual meeting & voting during the
meeting.
Important note: Members who are unable to retrieve User
ID/ Password are advised to use Forget User ID and Forget
Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities
in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders
Holding securities in
demat mode with NSDL
Members facing any technical
issue in login can contact
NSDL helpdesk by sending a
request at [email protected]
or call at 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders
Holding securities in
demat mode with CDSL
Members facing any technical
issue in login can contact
CDSL helpdesk by sending a
request at
or contact at toll free no. 1800
22 55 33
B) Login Method for e-Voting and joining virtual
meeting for shareholders other than Individual
shareholders holding securities in demat mode and
shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched,
click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your
User ID, your Password/OTP and a Verication Code
as shown on the screen.
Alternatively, if you are registered for NSDL eservices
i.e. IDeAS, you can log-in at https://eservices.nsdl.com/
with your existing IDeAS login. Once you log-in to
10
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
NSDL eservices after using your log-in credentials,
click on e-Voting and you can proceed to Step 2 i.e.
Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares
i.e. Demat (NSDL or CDSL)
or Physical
Your User ID is:
a) For Members who hold
shares in demat account
with NSDL.
8 Character DP ID followed by
8 Digit Client ID For example
if your DP ID is IN300*** and
Client ID is 12****** then your
user ID is IN300***12******.
b) For Members who hold
shares in demat account
with CDSL.
16 Digit Beneciary ID For
example if your Beneciary
ID is 12************** then your
user ID is 12**************
c) For Members holding
shares in Physical Form.
EVEN Number followed by
Folio Number registered with
the company For example
if folio number is 001*** and
EVEN is 124173 then user ID
is 124173001***
5. Password details for shareholders other than Individual
shareholders are given below:
a) If you are already registered for e-Voting, then you
can use your existing password to login and cast
your vote.
b) If you are using NSDL e-Voting system for the rst
time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter
the ‘initial password’ and the system will force
you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account
or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the
email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e.
a .pdf le. Open the .pdf le. The password to
open the .pdf le is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL account
or folio number for shares held in physical form.
The .pdf le contains your ‘User ID’ and your
‘initial password’.
(ii) If your email ID is not registered, please follow
steps mentioned below in process for those
shareholders whose email IDs are not registered.
6. If you are unable to retrieve or have not received the
“Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If
you are holding shares in your demat account
with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are
holding shares in physical mode) option available
on www.evoting.nsdl.com.
c) If you are still unable to get the password by
aforesaid two options, you can send a request
account number / folio number, your PAN, your
name and your registered address etc.,
d) Members can also use the OTP (One Time
Password) based login for casting the votes on
the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms
and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of
e-Voting will open.
Step 2: Cast your vote electronically and join General
Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General
Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to
see all the companies “EVEN” in which you are holding
shares and whose voting cycle and General Meeting
is in active status.
2. Select “EVEN” of company for which you wish to
cast your vote during the remote e-Voting period and
casting your vote during the General Meeting. For
joining virtual meeting, you need to click on “VC /
OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page
opens.
4. Cast your vote by selecting appropriate options i.e.
assent or dissent, verify/modify the number of shares
for which you wish to cast your vote and click on
“Submit” and also “Conrm” when prompted.
5. Upon confirmation, the message “Vote cast
successfully” will be displayed.
6. You can also take the printout of the votes cast by
you by clicking on the print option on the conrmation
page.
7. Once you conrm your vote on the resolution, you will
not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution /
Authority letter etc. with attested specimen signature of
the duly authorized signatory(ies) who are authorized to
vote, to the Scrutinizer by e-mail to [email protected]
with a copy marked to [email protected]. Institutional
11
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
shareholders (i.e. other than individuals, HUF, NRI etc.)
can also upload their Board Resolution / Power of
Attorney / Authority Letter etc. by clicking on “Upload
Board Resolution / Authority Letter” displayed under
“e-Voting” tab in their login.
2. It is strongly recommended not to share your password
with any other person and take utmost care to keep your
password condential. Login to the e-voting website
will be disabled upon ve unsuccessful attempts to key
in the correct password. In such an event, you will need
to go through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and
e-Voting user manual for Shareholders available at the
download section of www.evoting.nsdl.com or call
on.: 022 - 4886 7000 and 022 - 2499 7000 or send a
request to Mr. Amit Vishal, Assistant Vice-President-
9920264780.
Process for those shareholders whose email ids are not
registered with the depositories for procuring user id
and password and registration of e-mail IDs for e-Voting
for the resolutions set out in this notice:
1. In case shares are held in physical mode please
provide Folio No., Name of shareholder, scanned
copy of the share certicate (front and back), PAN
(self-attested scanned copy of PAN card), AADHAAR
(self-attested scanned copy of Aadhaar Card) by email
2. In case shares are held in demat mode, please provide
DPID-CLID (16 digit DPID + CLID or 16 digit beneciary
ID), Name, client master or copy of Consolidated
Account statement, PAN (self attested scanned copy
of PAN card), AADHAAR (self attested scanned copy
of Aadhaar Card) to [email protected]. If you
are an Individual shareholders holding securities in
demat mode, you are requested to refer to the login
method explained at step 1 (A) i.e. Login method for
e-Voting and joining virtual meeting for Individual
shareholders holding securities in demat mode.
3. Alternatively shareholders/members may send a
request to [email protected] for procuring user id and
password for e-voting by providing above mentioned
documents.
4. In terms of SEBI circular dated December 9, 2020
on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat
mode are allowed to vote through their demat
account maintained with Depositories and Depository
Participants. Shareholders are required to update their
mobile number and email ID correctly in their demat
account in order to access e-Voting facility.
INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON
THE DAY OF THE AGM ARE AS UNDER:
i. The procedure for e-Voting on the day of the AGM is
same as the instructions mentioned above for remote
e-Voting.
ii. Only those Members / shareholders, who will be
present in the AGM through VC / OAVM facility and
have not cast their vote on the resolutions through
remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting
system at the AGM.
iii. Members who have already voted through Remote
e-Voting will be eligible to attend the AGM. However,
they will not be eligible to vote at the AGM.
iv. The details of the person who may be contacted for
any grievances connected with the facility for e-Voting
on the day of the AGM shall be the same person
mentioned for remote e-Voting.
INSTRUCTIONS TO THE MEMBERS FOR ATTENDING
THE AGM THROUGH VC ARE AS UNDER:
a. Member will be provided with a facility to attend the
EGM/AGM through VC/OAVM through the NSDL
e-Voting system. Members may access by following
the steps mentioned above for Access to NSDL
e-Voting system. After successful login, you can see
link of “VC/OAVM” placed under “Join meeting” menu
against company name. You are requested to click on
VC/OAVM link placed under Join Meeting menu. The
link for VC/OAVM will be available in Shareholder/
Member login where the EVEN of Company will be
displayed. Please note that the members who do not
have the User ID and Password for e-Voting or have
forgotten the User ID and Password may retrieve the
same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush.
b. Members are encouraged to join the Meeting through
Laptops for better experience.
c. Further Members will be required to allow Camera
and use Internet with a good speed to avoid any
disturbance during the meeting.
d. Please note that Participants Connecting from Mobile
Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio / Video loss
due to Fluctuation in their respective network. It is
therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.
e. Shareholders who would like to express their views/
have questions may send their questions in advance
mentioning their name, demat account number / folio
number, email ID, mobile number at cvcs.info.india@
in advance before the start of the meeting i.e. by 25
th
12
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
July 2023 by 15:00 hrs. (IST). The same will be replied
by the Company suitably.
f. Those members who register themselves as a speaker
will only be allowed to speak at the meeting.
g. Members can submit questions in advance with
regard to the financial statements or any other
matter to be placed at the AGM, from their registered
e-mail address, mentioning their name, DP ID and
Client ID / folio number and mobile number, to
reach the Company’s e-mail-ID at cvcs.info.india@
zf.com/ [email protected] at least 48 hours
in advance before the start of the meeting. Such
questions by the Members shall be taken up during
the meeting and replied by the Company suitably.
24. It is strongly recommended not to share your password
with any other person and take utmost care to keep
your password condential. Login to the e-Voting
website will be disabled upon five unsuccessful
attempts to key in the correct password. In such
an event, you will need to go through the “Forgot
User Details / Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com
to reset the password.
25. A person, whose name is recorded in the Register
of Members or in the Register of Benecial Owners
maintained by the depositories as on the cut-off date
only shall be entitled to participate in the meeting, avail
the facility of remote e-Voting or casting vote through
e-Voting system during the meeting.
26. You can also update your mobile number and e-mail
ID in the user prole details of the folio which may be
used for sending future communication(s).
27. Mr K Sriram, Practising Company Secretary,
(Membership No. F6312 CP No.2215), Chennai has
been appointed as the Scrutinizer to scrutinize the
e-Voting process (both remote e-Voting prior to the
AGM and the remote e-Voting at the AGM) in a fair
and transparent manner.
28. The Scrutinizer shall after the conclusion of the voting
at the Annual General Meeting, unblock the votes cast
through remote e-Voting prior to as well as during
the AGM and shall make a consolidated scrutinizer’s
report of the total votes cast in favour or against,
invalid votes, if any, and whether the resolution has
been carried or not, and such report shall then be sent
within 2 (two) working days from the conclusion of the
AGM to the Chairman or a person authorized by him
in this regard, who shall then countersign the report
and declare the result of the voting forthwith.
29. The results declared along with the Scrutinizer’s
Report shall be placed on the Company’s website
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
and on the website of NSDL at www.evoting.nsdl.com
immediately after the declaration of results by
the Chairman or a person authorized by him and
simultaneously communicated to the stock exchanges
where the shares of the Company are listed.
30. Pursuant to the Circulars issued by MCA and SEBI,
owing to the difculties involved in dispatching of
physical copies of the Notice of the Nineteenth AGM
and the Annual Report for the nancial year ended
31
st
March 2023, only soft copies of the said
documents are being sent by email to the Members.
Therefore, those members, whose e-mail address
is not registered with the Company or with their
respective Depository Participant/s, and who wish to
receive the Notice of the AGM and the Annual Report
and other communications from the Company, can
get their e-mail address registered by following the
steps as given below:-
a) For Members holding shares in physical form,
please send scan copy of a signed request
letter mentioning your folio number, complete
address, e-mail address to be registered along
with scanned self-attested copy of the PAN and
any document (such as Driving License, Passport,
Bank Statement, AADHAAR) supporting the
registered address of the Member, by e-mail to
the Company’s e-mail address cvcs.info.india@
zf.com / [email protected].
b) For Members holding shares in demat form,
please update your email address through your
respective Depository Participant/s.
31. In terms of Regulation 36(3) of the Listing Regulations,
a brief prole of the directors, whose appointment
and re-appointment is proposed to be approved in
this AGM, the nature of their expertise in specic
functional areas, other directorships and committee
memberships in listed entities, shareholding and
relationship with other directors of the Company are
also furnished herein.
By order of the Board
Chennai MUTHULAKSHMI M
24
th
May 2023 Company Secretary
Registered Ofce:
CIN: L34103TN2004PLC054667
ZF Commercial Vehicle Control Systems India Limited
(Formerly known as WABCO INDIA Limited)
Plot No.3, (SP), III Main Road,
Ambattur Industrial Estate,
Chennai - 600 058
13
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Board’s Report to the shareholders
The Directors have pleasure in presenting the 19
th
Annual Report of ZF
Commercial Vehicle Control Systems India Limited (‘the Company’) along with
the audited nancial statements for the nancial year ended 31
st
March 2023.
1. FINANCIAL HIGHLIGHTS
` in lakhs
Particulars
Standalone Consolidated
Year ended
31.03.2023
Year ended
31.03.2022
Year ended
31.03.2023**
Year ended
31.03.2022*
Revenue from Operations
344,458.60 254,335.39 344,424.53 254,335.39
Other Income
6,701.31 3,752.92 6,698.21 3,752.92
Total Income 351,159.91 258,088.31 351,122.74 258,088.31
Prot before interest
depreciation and tax
53,731.74 29,007.64 53,733.88 29,007.64
Finance Costs 566.54 190.18 566.54 190.18
Depreciation 10,476.38 9,243.17 10,477.68 9,243.17
Prot before tax 42,688.82 19,574.29 42,689.66 19,574.29
Provision for taxation
(including deferred tax
and tax relating to earlier
years)
10,921.48 5,366.85 10,922.48 5,366.85
Prot after tax 31,767.34 14,207.44 31,767.18 14,207.44
Other Comprehensive
Income / (Loss) for the
year net of tax
12.69 (353.58) 12.69 (353.58)
Total Comprehensive
Income for the year Net
of Tax
31,780.03 13,853.86 31,779.87 13,853.86
* Consolidation of nancials for FY 2021-22 was considered for 3 months since
incorporation of Wholly owned subsidiary Company (ZF CV Control Systems
Manufacturing India Private Limited) w.e.f. 5
th
January 2022.
** Consolidation of nancials for FY 2022-23 is considered for 15 months, as rst
nancial year is ending on 31
st
March 2023 for the Wholly owned subsidiary Company
(ZF CV Control Systems Manufacturing India Private Limited).
2. DIVIDEND
The Board of Directors has recommended a dividend of
`
13/- per
share for the year ended 31
st
March 2023 and dividend payout ratio
of 7.76%, absorbing a sum of
₹
2,465.79/- lakhs, for approval of
the shareholders at the ensuing annual general Meeting.
Transfer of Unclaimed Dividend to IEPF:
Dividends that are unclaimed/unpaid for a period of seven years are
required to be transferred to the Investor Education and Protection
Fund (“IEPF”) administered by the Central Government, as per
Companies Act 2013. An amount of
`
3,56,680/- (Rupees Three
Lakhs Fifty-Six Thousand Six Hundred and Eighty only) being
unclaimed Final dividend of the Company for the nancial year
ended 31
st
March, 2015 was transferred in September, 2022 to
IEPF.
3. PERFORMANCE
During the year 2022-23, the Company achieved highest ever
total income of
₹
3,512 crores as against
₹
2,581 crores in the
previous year. The prot before tax was
₹
427 crores as against
₹
196 crores in the previous year and the Prot after tax was
₹
318 crores as against
₹
142 crores in the previous year. There has
been no change in the nature of business of the Company during
the nancial year ended 31
st
March 2023.
4. CAPITAL EXPENDITURE
Capital expenditure of
₹
88.88 Crores was incurred during the year
2022-23 as against the revised estimate of
₹
121 Crores. Capital
Expenditure of
₹
278 Crores is planned for the year 2023-24.
5. DIRECTORS
Mr. Alexander De Bock has resigned from the Board with effect
from the close of business hours on 30
th
March 2023 due to his
resignation from the ZF Group. The Board expressed its deep sense
of appreciation for Mr. Alex’s leadership and acknowledges his
immense efforts and contributions towards his nancial expertise
and business decisions.
Retirement by rotation
Mr. Philippe Colpron, Non-executive and non-independent director,
whose ofce is liable to retire at the ensuing AGM, being eligible,
offer himself, for reappointment at the 19
th
AGM of the Company
scheduled to be held on 27
th
July 2023.
The composition of the Board is in compliance with the Companies
Act, 2013 (“the Act”) and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing regulations”)
- three independent directors, two non-executive non-independent
directors and an executive director as on date.
Independent Directors:
In terms of Section 149 of the Act and SEBI Listing Regulations, Mr.
M Lakshminarayan, Dr. Lakshmi Venu and Mr. Mahesh Chhabria
are the Independent Directors of the Company as on date of this
report.
All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6) of
the Act along with Rules framed thereunder, Regulation 16(1)(b)
of SEBI Listing Regulations and have complied with the Code of
Conduct of the Company as applicable to the Board of Directors
and Senior Management. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have conrmed that
they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent
judgement and without any external inuence. The Company has
received conrmation from all the Independent Directors about their
registration on the Independent Directors Database maintained by
the Indian Institute of Corporate Affairs, in terms of Section 150
read with Rule 6 of the Companies (Appointment and Qualication
of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
14
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
integrity and repute. They fulll the conditions specied in the Act
as well as the Rules made thereunder and are independent of the
management.
6. AUDITORS
M/s. B S R & Co. LLP, Chartered Accountants, holding firm
Registration No 101248W / W-100022 have been appointed as
statutory auditors of the Company by the shareholders for a term
of ve consecutive years from the conclusion of 15
th
Annual General
Meeting up to the conclusion of the 20
th
Annual General Meeting
as per the Section 139 of the Companies Act, 2013.
The Consolidated remuneration paid to Auditors / afliated rms
/ entities for Audit and services rendered in other capacities is
provided in the notes to the standalone nancial statements.
The Auditors’ report for the nancial year 2022-23 does not contain
any qualication, reservation or adverse remark or disclaimer and
the same is attached with the annual nancial statements.
7. SECRETARIAL AUDITOR
M/s. S Krishnamurthy & Co., Company Secretaries have carried out
Secretarial Audit under the provisions of Section 204 of the Act,
for the nancial year 2022-23 and submitted their report, which is
annexed to this report. The report does not contain any qualication,
reservation or adverse remark or disclaimer.
8. COST AUDITOR
As specied by the Central Government under Section 148(1)
of the Companies Act, 2013, the cost records are required to
be maintained by the Company and accordingly such accounts
and records are being maintained. The Board of Directors of the
Company upon recommendation made by the audit committee has
re-appointed M/s A. N Raman & Associates, Cost Accountants, as
Cost Auditor of the Company for the nancial year ending 31
st
March
2024 and has recommended his remuneration to the shareholders
for their ratication at the ensuing Annual General Meeting.
The cost audit report for the year 2021-22 has been led with the
Ministry of Corporate Affairs in the prescribed form within due date.
The cost audit report for the year 2022-23 will also be led within
the stipulated time.
During the year under review, the Statutory Auditors, Cost Auditors
and Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Ofcers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013.
9. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Key Managerial Personnel of the
Company for the FY 2022-23 are:
Mr. P Kaniappan - Managing Director
Mr. R S Rajagopal Sastry - Chief Financial Ofcer
Ms. Muthulakshmi M - Company Secretary
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not provided any
Loan nor Guarantee nor security to any person or other body
corporate under Section 186 of the Act.
The Company had invested a sum of
₹
175 Lakhs as paid-up share
capital (1,750,000 equity shares of
₹
10 each) in Enerparc Solar
Power 3 Private Limited on 21
st
March 2023 as part of Captive
Power Purchase.
11. WHOLLY OWNED SUBSIDIARY
ZF CV Control Systems Manufacturing India Private Limited was
incorporated with effect from 5
th
January 2022 as a wholly owned
subsidiary (WoS) of the Company, to Manufacture, buying, selling
and trading in auto ancillary parts for domestic and export markets
(Commercial Vehicle (CV) Control Systems).
The Share capital of the WoS is
₹
100 Lakhs and it has commenced
its commercial production with effect from 03
rd
March 2023. The
Revenue from Operations of WoS was at
₹
62.98 Lakhs for the
nancial year ended 31
st
March 2023 and the Prot after Tax for
the year ended 31
st
March 2023 was at
₹
1.60 Lakhs. The Board of
WoS has not recommended any dividend as it has just kick started
its operations. Statement containing salient features of the nancial
statement of Subsidiary is given in Annexure 4 and forms part of
this Report.
12. ANNUAL EVALUATION OF THE BOARD’S PERFORMANCE
The Board adopted a formal mechanism for evaluating its
performance and as well as that of its Committees and Directors,
including the Chairman of the Board as per the requirements as
specied in the guidance note issued by the Securities Exchange
Board of India (SEBI) and the provisions of the Companies Act,
2013. The performance evaluation exercise was carried out
through a structured evaluation process (by circulation of detailed
evaluation matrix to all the Directors and was reviewed & conrmed
by each Director) covering various aspects of the functioning of
the Board and Committees such as their composition, experience
& competencies, performance of specic duties & obligations,
governance issues etc.
NRC reviewed the performance of individual Directors on the basis
of criteria as specied in the Guidance note and in a separate
meeting of independent directors, performance of Non-Independent
Directors and the Board as a whole was evaluated. The above
evaluations were then discussed in the Board meeting and
performance evaluation of Independent directors was done by the
entire Board, excluding the Independent Director being evaluated
and the Board was satised with their performances, which reected
the overall engagement of the Board, Committees and the directors
with the Company.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour. In line with
the ZF Code of Conduct (‘CoC’), any actual or potential violation,
howsoever insignicant or perceived as such, would be a matter
of serious concern for the Company. The role of the employees in
pointing out such violations of the CoC cannot be undermined.
Hence, the Company has established a vigil mechanism through “ZF
15
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Commercial Vehicle Control Systems India Limited Whistle Blower
Policy” to enable employees, trainees, directors and Vendors of the
Company, to report genuine concerns, unethical behavior, actual
or suspected fraud, violation of Company’s Insider Trading Code,
any unlawful act or violation of the Company’s Code of Conduct.
The mechanism provides for adequate safeguards against
victimization of the whistle blower and also provides for direct
access to the Chairman of the audit committee.
There were no whistle blower complaints received by the Company
during the year.
14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
SEBI has mandated that the Business Responsibility and
Sustainability Reporting (BRSR) shall be applicable to the top 1,000
listed entities (by market cap) for reporting on a mandatory basis
from FY 2022-23. For the FY 2021-22, the company had published
BRSR report voluntarily.
The Company is in 218
th
Position (BSE) as per the market cap as
on 31
st
March 2023 and hence as per the SEBI Regulations, the
Company has prepared the BRSR for the year ended March 31,
2023 as per the prescribed format which forms part of the annual
report.
Mr. P Kaniappan, Managing Director of the Company is responsible
for the implementation and oversight of the Policies relating to
various principles of BRSR and to take forward the ESG initiatives.
15. STATUTORY STATEMENTS
15.1 Conservation of energy, Research & Development Expenses
and foreign exchange earnings and outgo
Information regarding conservation of energy, research &
development expenses and foreign exchange earnings and outgo
is given in Annexure 1 to this report, as per the requirements of
Section 134(3)(m) of the Act.
During the nancial year 2022-23, the Company had incurred a
capital expenditure of
₹
244.48 lakhs towards installation of roof top
solar panels at MWC Plant w.r.t. renewable energy commitments.
Total of 55 energy reduction projects implemented during the year
which yielded energy savings of 11.62 Lakhs units and cost savings
of
₹
110.39 Lakhs per annum.
15.2 Corporate Social Responsibility
As required under Section 134(3)(o) of the Act, details about policy
developed and implemented by the Company on Corporate Social
Responsibility initiatives taken during the year ended 31
st
March
2023 are given in Annexure 2 to this report.
15.3 Directors’ Responsibility Statement
Pursuant to Section 134(3)(c) of the Act, it is hereby conrmed that;
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no
material departures.
b. The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31
st
March 2023 and of the
prot of the Company for the year ended on that date;
c. That directors had taken proper and sufcient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. The directors had prepared the annual accounts on a going
concern basis;
e. The directors had laid down internal nancial controls to be
followed by the Company and that such internal nancial controls
are adequate and were operating effectively; and
f. The directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively
16. DISCLOSURES UNDER COMPANIES ACT, 2013
16.1 Extract of the Annual Return:
In accordance with the Companies Act, 2013,
the annual return in the prescribed format is available at
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
16.2 Number of Board Meetings:
The Board of Directors met six times during the year 2022-23. The
details of the Board meetings and the attendance of the Directors
is provided in the Corporate Governance Report.
16.3 Committees of Board of Directors:
Details of memberships and attendance of various committee
meetings are given in Corporate Governance Report. The Board
has accepted / considered all recommendations made by the
Committees to the Board during the nancial year.
16.4 Related Party Transactions:
All related party transactions that were entered into during the
nancial year were on an arm’s length basis and were in the ordinary
course of business. There are no related party transactions made by
the company with promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conict
with the interest of the Company at large.
Approval of shareholders through postal ballot was obtained for
the material related party transactions entered for the year ended
31
st
March 2023 between the Company and M/S. ZF CV Systems
Global GmbH & ZF CV Systems Europe BV, fellow subsidiaries of
the Company, on 15.01.2022 and the actual transactions for the
year ended 31
st
March 2023 with these two entities was enclosed
as Annexure - 5 to this report.
Also, prior approval of shareholders for the proposed material
related party transactions for the nancial year 2023-24 between
the Company and M/s. ZF CV Systems Global GmbH & M/s. ZF CV
Systems North America LLC, fellow subsidiaries of the company,
were obtained through postal ballot on 12.03.2023.
The Company pays royalty to M/s ZF CV Systems Europe BV, a
fellow subsidiary and related party at the rate of 4% per annum
16
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
on the net sales (Total sales (less) inter-company sales (less) inter-
company purchases) effective 1
st
January 2016 for the intellectual
property, knowhow and processes supplied by ZF CV Systems
Europe BV. M/s ZF CV Systems Europe BV charges Royalty to all
its associated entities in line with the global practices and transfer
pricing norms.
For the FY 2022-23, royalty of
₹
87.37 crores was paid to M/s ZF CV
Systems Europe BV which amounts to 3.39 % of the total turnover
for the nancial year 2021-22.
All transactions with related parties are placed before the audit
committee and prior approval of the audit committee is obtained.
The Company has developed a Related Party Transactions Policy
for the purpose of identication and monitoring of such transactions.
Details of material Related Party Transactions entered by the
company as required under Section 134(3)(h) of the Act and the
Listing regulation are given in Annexure 5 to this report.
17. POLICIES
The following policies approved by the Board of Directors of the Company
were uploaded and are available in the Company’s website at the web link:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
17.1.1 Code of Business conduct and ethics by the Board Members
& Senior Management
17.1.2 Corporate Social Responsibility Policy
17.1.3 Related Party Transaction Policy
17.1.4 Nomination and Remuneration Policy
17.1.5 Whistle Blower Policy
17.1.6 Policy for Prohibition of Insider Trading
17.1.7 Policy on Criteria for Determining Materiality of Events
17.1.8 Dividend Distribution Policy
17.1.9 Corporate Governance Policy
17.1.10 Policy on Familiarisation of Independent Directors and
Other Programs
17.1.11 Material subsidiary policy
17.2 Company’s policy on directors’ appointment and remuneration
including criteria determining for qualication, positive attributes,
independence of a director and other matters provided under
Section 178(3) of the Act is provided in the Corporate Governance
Report.
18. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER
SECTION 197 OF THE COMPANIES ACT, 2013
18.1 The ratio of the remuneration of each director to the median
remuneration of the employees for the nancial year and such other
details as required are as given below:
Name Ratio
Mr. P. Kaniappan, Managing Director 45.98:1
Mr. M. Lakshminarayan, Independent Director 2.65:1
Mr. Mahesh Chhabria, Independent Director 2.98:1
Dr. Lakshmi Venu, Independent Director 2.09:1
Directors other than those mentioned above have not drawn any
remuneration including Sitting Fees & Commission, for the nancial
year 2022-23.
18.2 The percentage increase in remuneration of each Director, Managing
Director, Chief Financial Ofcer and Company Secretary in the
nancial year are as follows:
Mr. M. Lakshminarayan, Independent Director 42.86
Mr. Mahesh Chhabria, Independent Director 17.18
Dr. Lakshmi Venu, Independent Director 20.72
Mr. P. Kaniappan, Managing Director 9.85
Mr. R.S Rajagopal Sastry, Chief Financial Ofcer 11.55
Ms. M. Muthulakshmi, Company Secretary 16.08
18.3 The percentage increase in the median remuneration of employees
in the nancial year: 10%
18.4 The number of permanent employees on the rolls of company as
on 31
st
March 2023: 2181.
18.5 Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last nancial
year: 10.25% Percentage increase in the managerial remuneration
in the last financial year: 22.65%. There are no exceptional
circumstances for increase in the managerial remuneration. With
respect to the Managerial Personnel, variable component is paid
in the form of incentive, as per the remuneration policy of the
Company and based on the nancial and non-nancial parameters
and based on their individual performance and the performance
of the Company. The Board at its meeting dated 24
th
May 2023,
approved the commission to be paid to nonexecutive independent
directors as
₹
30 Lakhs to Mr. M. Lakshminarayan,
₹
35 Lakhs to Mr.
Mahesh Chhabria and
₹
25 Lakhs to Dr. Lakshmi Venu respectively.
18.6 The key parameters for any variable component of remuneration
availed by the directors: Independent directors have been paid
sitting fees for attending meetings of the Board and Committees
and paid a prot related commission, but not exceeding 1% of the
net prot of the Company for the nancial year. No sitting fee and
commission is paid to non-executive and non-independent Directors
of the Company. However, variable component is paid in the form
of incentive, as per the Remuneration Policy of the Company and
based on the nancial and non-nancial parameters, to Mr. P.
Kaniappan, Managing Director.
18.7 The remuneration of Directors and employees are as per the
remuneration policy of the Company.
17
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
18.8 The statement of particulars of employees as per Section 197 of
the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules,
2014, for the year ended 31
st
March 2023, is given in Annexure 6
and forms part of this Report.
19. CORPORATE GOVERNANCE
The Company has complied with the provisions of the Listing
Regulations concerning corporate governance and a report to this
effect is attached, as required by Under Schedule V of the Listing
Regulation. The certicate issued by the auditors of the Company
regarding compliance with the corporate governance requirements
is also annexed to this report. The Managing Director (CEO) and
the Chief Financial Ofcer (CFO) of the Company have certied to
the board on nancial statements and other matters in accordance
with Regulation 17(8) of the Listing Regulations pertaining to CEO
/ CFO certication for the nancial year ended 31
st
March 2023.
Further, applicable Secretarial Standards have been complied with.
The management discussion and analysis report, as required by the
Listing Regulation and various disclosures required under the Act
is also attached and forms part of this report.
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
The Company has a structured familiarization program for
independent Directors of the Company which also extends to other
Non-Executive Directors to ensure that Directors are familiarized
with their function, role, rights, responsibilities and the nature of the
company Business viz., automotive component industry and ZF
global business model, etc. The Board of Directors has complete
access to the information within the Company. Presentations
are made to the Board of Directors at all the Meetings and all
Committees of the Board on various matters, where Directors get an
opportunity to interact with Senior Management. Presentations, inter
alia, cover the Company’s strategy, business model, operations,
markets, organization structure, product offerings, nance, risk
management framework, quarterly and annual results, human
resources, technology, quality and such other areas as may arise
from time to time.
The Company also issues appointment letters to the Independent
Directors which also incorporates their role, duties and responsibilities.
Further, regulatory updates on regulatory changes are also periodically
placed before the Board. The details of familiarisation programme
have been hosted in the web site of the Company under the weblink
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
21. OTHER PARTICULARS
• The Company has not accepted any deposits from the public
within the meaning of Sections 76 of the Companies Act, 2013
for the year ended 31
st
March 2023.
• There are no significant and material orders passed by
regulators or courts or tribunals, which would impact the going
concern status of the Company and its future operations.
• The Company does not have any associate or joint venture
during the nancial year 2022-23, apart from one wholly owned
subsidiary.
• The Company has not raised any funds during the year.
• The Company has not taken any loan during the year and neither
there are any outstanding loans as on 31
st
March 2023. Hence
there were no instances of any one time settlement nor any
valuation done in this regard.
• The Company neither led an application during the year under
review nor there are any proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016
as at March 31, 2023.
• The Company has not transferred any amount to general
reserves during the year ended 31
st
March 2023.
• There are no material changes and commitments, affecting the
nancial position of the company which have occurred between
the end of the nancial year 31
st
March 2023 and at the date of
this report.
• DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 - The Company has adopted the Anti-
Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. In compliance with the
provisions under Section 4 of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,
2013, Internal Complaints Committee (ICC) of the Company
has been constituted to redress complaints regarding sexual
harassment. No complaint was received during the year
2022-23.
Acknowledgement
The directors thank the vehicle manufacturers, distributors,
vendors and bankers for their continued support and assistance.
The directors gratefully acknowledge the support rendered by
ZF Friedrichshafen AG. 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 condence reposed by them in the
Company.
For and on behalf of the board
M. LAKSHMINARAYAN
Chennai Chairman
24
th
May 2023 DIN: 00064750
18
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure - 1
A. CONSERVATION OF ENERGY
1. Measures taken
i). Plasma machine chiller combined for chiller run hours reduction from
individual chillers into single, resulted 228K units /annum.
ii). Electrical Heat pump instead of diesel fuel Steam generator (20 Liters
saved/Day) for Canteen operation, resulted 142K units / annum.
iii). Air Receiver plunger type valve replaced with ball valve electrically
operated and additional moisture drain valve provided for LP reservoirs,
resulted 40K units / annum.
iv). Thyristor Drive provided for heaters in 23 locations, resulted 79K units
/ annum.
v). Air Blower installed instead of Compressed Air in ultrasonic washing
machines in 2 places 38K units / year.
vi). Providing of capacitor bank near the load side in Main air compressors
2 nos, resulted 41K units / annum.
vii). Powder coating Phosphating process LPG gas elimination(90kg/day)
by providing the electrical, resulted 248K units / annum.
viii). Installation of part cooling system in Plasma process last stage 2 nos,
resulted 79K units /annum.
ix). Air Compressor Power optimization through VFD, resulted 46K units /
annum.
x). Panel A/C into Air to Air Cooler in CNC machines-10 nos, resulted 82K
units /annum.
xi). HVAC Power Optimization through Duct modication & Air damper
control and small cap AC unit during the night hour operations, resulted
61K units/ annum.
xii). Motor Power Optimization through IE2 to IE3 Motors in 60 applications,
resulted 78K units / annum.
These measures resulted in substantial energy savings of about 11.62 lakhs
units of power and Cost resulting in ` 110.39 lakhs per annum.
2. Measures proposed
i). Servo Motor for Grinding machine Spindles instead of VFD controlled
Induction motors, expected Energy savings 200K units / annum.
ii). Heat Pump for all washing machines instead of Electrical Heaters,
expected Energy savings 72K units / annum.
iii). Air Compressor Power reduction through Pneumatic Booster Circuit
modication, expected Energy saving 90K units/ annum.
iv). False ceiling based axial fan to improve circulation in assembly areas
to reduce chiller working cycle expected saving 10% of HVAC energy.
v). AHU power optimization through Electronically Commutated Fan,
expected Energy Savings 45K units / annum.
vi). Optimize the Air Conditioning in Vacuum Pump and Wheel Speed Sensor
Assembly by 20% through Energy Efcient Duct-able A/C in Ambattur
Site.
vii). System upgradation in conventional CNC machines 4nos to new Energy
efcient motor CNC to reduce 400K units per year.
viii). Replacement of conventional 1000 CFM Dryer unit with upgraded energy
efcient motor and Air End by that reduce 10% Air compressor energy.
ix). CNC machines System upgradation with latest technologies in 4
machines to reduce energy consumption 400K units per year.
These measures are expected to result in substantial energy savings of about
13.54 lakhs units of power & Cost ` 128.63 lakhs per annum.
B. Details relating to imported technology: (Technology imported
during the last 5 years reckoned from the beginning of the nancial
year) – NIL
C. Expenditure on R & D
` in lakhs
Capital expenditure
228.75
Recurring expenditure (including salaries)
4,929.33
5,158.08
D. TECHNOLOGY ABSORPTION
1. Efforts made towards technology absorption
a. Developed Electronic Stability Control (ESC) – Pnuematic &
Hydraulic systems
b. Developed Pressure Test Connector (PTC)
c. Developed Advanced Driver Assist system (ADAS)
d. Developed Collision Mitigation System (CMS) & Fusion
e. Developed Frontal Collision Warning (FCW)
f. Developed Electronic Controlled Air Suspension (ECAS)
g. Developed Ecotronic 9 speed AMT
h. Developed Manual Slack Adjuster with optimised body
i. Developed Cloud based FOTA system
j. Developed Advanced Telematic ECU
k. Developed Sintered coupling for vacuum pump
l. Developed Retrotment solution for door control system
m. Developed Park Safe PRV for Trailers
n. Developed Selective grain coarsening for Air Cartridge
application
o. Developed Chromating for improved corrosion resistance of
aluminum alloys
p. Developed NDT technique to understand fabric shift in brake
diaphragm
2. Benets derived
a. Meeting current and upcoming regulations
b. Products with improved value to customers
c. Advanced features to enhance the vehicle safety
d. Increased market share with localized products with
advanced features
e. Enhanced product performance and durability resulting in
competitive advantage
f. Environment benet by avoiding surface protection
g. Indigenous development of test rigs and accessories for
advanced products
i. Improved ride and handling performance
j. New business and increased market share.
k. Localized the product for optimized cost
E. FOREIGN EXCHANGE EARNINGS AND OUTGO
` in Lakhs
Foreign exchange inow 139,380.48
Foreign exchange outow 43,570.21
19
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure - 2
Annual Report on CSR Activities for the year ended 31
st
March 2023
1. Brief outline on the Company’s CSR policy
The Company focuses on CSR activities as specied in Schedule VII of the Companies Act, 2013 and accordingly the projects have been identied
and recommended by the CSR Committee and approved by the Board. The projects have been implemented through the supervision of the internal
executive committee, directly executed by the Company except previous years ongoing projects which being executed through WABCO Foundation. The
Company has framed the CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company’s website
and the web link for the same is:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
2. Composition of the CSR committee
The CSR committee was constituted as per the provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder and
comprised the following members during the year:
Sl.No. Name of Director Designation / Nature of
Directorship
Number of meetings of CSR
committee held during the year
Number of meetings of CSR
committee attended during the year
1 Mr. P Kaniappan Chairman (Managing Director) Two Two
2 Mr. M Lakshminarayan Member (Independent Director) Two Two
3 Dr. Lakshmi Venu Member (Independent Director) Two One
3. The web-link where Composition of CSR committee, CSR policy and CSR projects approved by the Board are disclosed on the website
of the Company:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
4. Details of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social
responsibility Policy) Rules, 2014: Not Applicable
5. a) Average net prot of the Company as per section 135(5): INR 19,220.04 Lakhs
b) Two percent of the average net prot of the Company as per Section 135(5): INR 384.40 Lakhs
c) Surplus arising out of the CSR projects or programmes or activities of the previous nancial years – Not Applicable
d) Amount required to be set off for the nancial year, if any: Not Applicable
e) Total CSR obligation for the nancial year (5b+5c-5d): INR 384.40 Lakhs
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): INR 240.99 Lakhs
(b) Amount spent on administrative overheads: INR 19.22 Lakhs
(c) Amount spent on impact assessment, if applicable: NIL
(d) Total amount spent for the nancial year (6a+6b+6c): INR 260.21 Lakhs
(e) CSR amount spent or unspent for the nancial year:-
Total amount spent
for the nancial year
Amount unspent (in INR Lakhs)
Total Amount transferred to Unspent CSR
Account as per section 135(6)
Amount transferred to any fund specied under Schedule VII as
per second proviso to section 135(5)
Amount Date of transfer Name of the fund Amount Date of transfer
260.21 124.19 27.04.2023 Not Applicable
20
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(i) Details of CSR amount spent against ongoing projects for the nancial year (In INR Lakhs)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl.
No.
Name of the project Item from the list
of activities in
Schedule VII to
the Act
Local
area
(Yes/
No).
Location of
the project.
Project
duration
Amount
allocated
for the
project
Amount
spent
in the
current
nancial
year
Amount
transferred
to Unspent
CSR Account
for the
project as
per Section
135(6)
Mode of
implementation
- Direct (Yes/
No)
Mode of
implementation
- through
implementing
agency
Name CSR
Registration
Number
1 Creating and maintaining
- greenery by planting
trees,
- restoration of water
bodies,
- Installation of solar
lights, etc.
Item (iv)
Environmental
Sustainability
Yes Chennai 3 Years 105.90 29.53 76.37 Yes Not applicable
2 Health care support to
Govt hospitals
- Supply of medical
equipment’s and AMC
for maintenance of O2
plant
Item (i) –
Promoting
Health Care
including
preventive
Health Care
Yes Chengalpattu
(MWC Plant)
& Barabanki
(Lucknow)
3 Years 26.52 - 26.52 Yes Not applicable
3 Infrastructure
development in Govt
School
Item (ii) –
Promoting
Education
Yes Barabanki
(Lucknow)
3 Years 6.87 4.63 2.24 Yes Not applicable
4 Establishing skill
development under the
skill India Objectives
Item (ii)
Employment
enhancing
Vocational skills
Yes Jamshedpur&
Chennai
3 Years 19.14 0.53 18.61 Yes Not applicable
5 Road Safety Training
program
Item (ii)
promoting
education and
enhancing
Vocational skills
Yes Pan India 3 Years 4.90 4.46 0.44 Yes Not applicable
Total 163.33 39.15 124.18
(ii) Details of CSR amount spent against other than ongoing projects for the nancial year: (In INR Lakhs)
Sl.
No.
Name of the project Item from the list of
activities in schedule VII
to the Act
Local
area
(Yes/
No)
Location of
the project
Amount
spent for
the projects/
programs
Mode of
implementation -
Direct
(Yes/No).
Mode of
implementation
- Through
implementing
agency
CSR
Registration
Number
1 Installation of High Mast Solar streetlights Item (iv) Environmental
Sustainability
Yes Chennai and
Tiruvallur
41.06 Ye s Not applicable
2 Installation of High Mast light. Item (x) Rural
Development
Yes Barabanki
(Lucknow)
5.19 Ye s Not applicable
3 Road Safety Training program for drivers
and technicians
Item (ii) promoting
education and
employment enhancing
vocation skills
Yes 31 locations
across India 54.76 Ye s
Not applicable
4 Infrastructure Development at Aanganbadi
Center by repair and maintenance
Item (iii) – Empowering
women & Setting up of
Day care centres
Yes Barabanki
(Lucknow)
13.10 Ye s Not applicable
5 Basic infrastructure support and Renovation
of Toilet at Schools
Item (i) – Promotion of
Sanitation & Promoting
Health Care including
preventive Health Care
Yes Chennai 34.24 Yes Not applicable
6 Construction of Ladies Toilet and drinking
water arrangement
Item (i) – Promotion
of Sanitation and safe
drinking water
Yes Barabanki
(Lucknow)
5.56 Ye s Not applicable
21
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Sl.
No.
Name of the project Item from the list of
activities in schedule VII
to the Act
Local
area
(Yes/
No)
Location of
the project
Amount
spent for
the projects/
programs
Mode of
implementation -
Direct
(Yes/No).
Mode of
implementation
- Through
implementing
agency
CSR
Registration
Number
7 Setting up a Smart class rooms at Junior
high school
Item (ii) promoting
education
Yes Barabanki
(Lucknow)
0.69 Ye s Not applicable
8 Establishing vocational training institutes
for manufacturing technologies for skill
development under the skill India objectives
Not applicable
a. Skill Development Center & Training Item (ii) – Vocational skills
Training & Education
Yes Chennai 7.16 Ye s Not applicable
b. Setting up of Skill Lab and Computer lab
at Govt ITI and Govt polytechnic.
Item (ii) – Vocational skills
Training & Education
Yes Barabanki
(Lucknow)
16.20 Ye s Not applicable
c. Skill Lab at ITI, Ambattur Item (ii) – Vocational skills
Training & Education
Yes Chennai 23.88 Yes Not applicable
Total 201.84
(f). Excess amount for set off, if any
Sl.No Particular Amount (in INR)
(i) Two percent of average net prot of the Company as per section 135(5) 384.40 Lakhs
(ii) Total amount spent for the nancial year 260.21 Lakhs
(iii) Excess amount spent for the nancial year [(ii)-(i)] NA
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous nancial years, if any NA
(v) Amount available for set off in succeeding nancial years [(iii)-(iv)] NA
7. A. Details of unspent CSR amount for the preceding three nancial years
1 2 3 4 5 6 7 8
Sl.
No.
Preceding
nancial
year
Amount transferred
to Unspent CSR
Account under
section 135 (6)
Balance Amount in
Unspent CSR Account
under subsection (6)
of section 135
Amount spent
in the reporting
nancial year
Amount transferred to any fund
specied under Schedule VII as
per section 135(6), if any
Amount remaining to
be spent in succeeding
nancial years. (in INR)
Deciency,
if any
Amount Date of transfer
1 2019-20 NA NA NA NA
NA
NA
NA Nil
2 2020-21 Rs. 630 Lakhs Rs. 583.96 Lakhs Rs. 58.79 Lakhs Rs. 525.17 Lakhs Nil
3 2021-22 Rs. 254 Lakhs Rs. 254 Lakhs Rs. 226.02 Lakhs Rs. 27.98 Lakhs Nil
B. Details of CSR amount spent in the nancial year for ongoing projects of the preceding nancial year(s):
(i) Ongoing Projects of the preceding nancial year 2021-22 (In INR Lakhs)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl.
No.
Name of the Project Financial year
in which the
project was
commenced
Project
duration
Total
amount
allocated for
the project
Amount spent for
the project at the
beginning of the
nancial year
(FY 21-22)
Amount spent
on the project
in the reporting
Year (FY 22-23)
Cumulative
amount spent
at the end of
reporting Year
Status of the
project
- Completed
/ Ongoing
1 Health Care support to community
hospitals
-
Create infrastructure at hospitals
-
Supply medical equipments.
FY 2021-22 3 years 152.58 30.09 122.49 152.58 Completed
2 Preventative Health care &
Infrastructure Development Support to
the Government School
FY 2021-22 3 years 17.58 - 17.58 17.58 Completed
3 Establishing skill development under
the skill India Objectives
FY 2021-22 3 years 14.03 - 14.03 14.03 Completed
4 Creating and maintaining - Green belts,
green cover, trees, water bodies etc.
FY 2021-22 3 Years 99.64 - 71.66 71.66 Ongoing
283.83 30.09 225.76 255.85
22
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(ii) Ongoing Projects of the preceding nancial year 2020-21 (In INR Lakhs)
(1) (2)
(3) (4) (5) (6) (7) (8) (9)
Sl.
No.
Name of the Project Financial year
in which the
project was
commenced
Project
duration
Total amount
allocated for
the project
Amount spent
for the project at
the beginning of
the nancial year
Amount
spent on the
project in the
reporting Year
Cumulative
amount spent
at the end of
reporting Year
Status of the
project
- Completed /
Ongoing
1 Health Care support to community hospitals
-
Setting up of oxygen generation plants,
create infrastructure at hospitals
-
Health, hygiene & sanitization
awareness programs including vaccination
programs
COVID related other supports to hospitals
local health centers
FY 2020-21 3 years 604 46.04 53.79 99.83 Ongoing
2 Safety training program for Medium & Heavy
Commercial Vehicle drivers, mechanics,
hazardous goods carriers, including health
checkup
FY 2020-21 3 years 14.00 - - - Ongoing
3 Establishing vocational training institutes
for manufacturing technologies for skill
development under the skill India objectives
FY 2020-21 3 years 7.00 - - - Ongoing
4 Creating and maintaining - green belts,
green cover, trees, water bodies etc.
FY 2020-21 3 Years 5.00 - 5.00 5.00 Completed
630 46.04 58.79 104.83
Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: NA
Reasons if the Company has failed to spend two per cent of the average net prot as per section 135(5)
As a responsible corporate citizen, the Company engages in social responsibility and community development activities. The Company views CSR
as a powerful opportunity to help create a positive impact for the future by working together with communities, Governments and local bodies to
deliver qualitative social improvement. The WABCO Foundation, a not-for-prot organization has been set up to implement the CSR initiatives, which
identies appropriate CSR projects in line with the Company’s CSR policy and implements them.
The Company is in the process of expanding the scope of CSR activities. The Company had identied various projects towards spending 2% of net
prots for the last three years and was in the preliminary stages of implementation. However, due to the nature of projects identied, the Company
could not spend 2% of the average net prots of last three years during the year 2022-23 completely. The Company has identied individual projects
& vendors for execution of those projects. Scopes of work & POs have been released during FY 2022-23 and the projects are ongoing. The projects
would be completed during the next three years. This amount of Rs.124.19 Lakhs on account of ongoing projects has been transferred to a separate
unspent CSR account on 27
th
April, 2023, in compliance with the law and which will be spent as per the CSR Rules.
This year the activities were conducted through internal engagement of employees and resources, primarily focused on activities which would help
the needy sections of the society as specied in Schedule VII of the Companies Act, 2013 and the Company’s CSR policy with specic focus towards
areas surrounding the Company’s plant locations.
The CSR committee conrms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the
Company.
Chennai M. LAKSHMINARAYAN P KANIAPPAN
24
th
May 2023 Chairman Managing Director & Chairman of CSR Committee
DIN: 00064750 DIN: 02696192
23
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
SHARE HOLDING PATTERN AS ON 31
ST
MARCH 2023
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of total
shares
Demat Physical Total % of total
shares
A. Promoters
Foreign
Body Corporate 142,25,684 – 142,25,684 75.00% 142,25,684 – 142,25,684 75.00%
Total Shareholding of Promoters 142,25,684 – 142,25,684 75.00% 142,25,684 – 142,25,684 75.00%
B. Public Shareholding
1.Institution
a. Mutual Funds 27,78,724 – 27,78,724 14.65% 28,34,729 – 28,34,729 14.95%
b. Alternative Investment Fund 1,13,715 – 1,13,715 0.60% 14,342 – 14,342 0.08%
c. Bank / FI 2 – 2 0.00% 2 – 2 0.00%
d. Insurance Co 2,26,834 – 2,26,834 1.20% 1,93,890 – 1,93,890 1.02%
e. Foreign Portfolio Corporate 1,35,141 – 1,35,141 0.71% 2,51,348 – 2,51,348 1.32%
Sub-Total-B(1) 32,54,416 – 32,54,416 17.16% 32,94,311 – 32,94,311 17.37%
2. Non-Institution
a. Body Corporate 69,076 1,304 70,380 0.37% 48,087 1,304 49,391 0.26%
b. IEPF Authority 47,207 - 47,207 0.25% 48,931 - 48,931 0.26%
c. Individual
i. Individual shareholders holding
nominal share capital upto Rs.2 lakh
10,65,318 90,835 11,56,153 6.10% 11,03,239 79,083 11,82,322 6.23%
ii. Individual shareholders holding
nominal share capital in excess of
Rs. 2 Lakh
44,160 – 44,160 0.23% - – - -
d. NRI (Rep) 17,790 17,790 0.09% 16,339 124 16,463 0.09%
e. NRI (Non-Rep) 25,143 124 25,267 0.13% 28,593 - 28,593 0.15%
f. Foreign National 83 83 0.00% 83 83 0.00%
g. Directors & Relatives 1,575 – 1,575 0.01% 1,575 – 1,575 0.01%
h. Trusts 491 – 491 0.00% 503 – 503 0.00%
i. LLP 1,04,138 – 1,04,138 0.55% 90,330 – 90,330 0.48%
j. HUF 18,230 – 18,230 0.10% 28,421 – 28,421 0.15%
k. Clearing Members 1,881 – 1,881 0.01% 868 – 868 0.00%
l. NBFCS 40 – 40 0.00% 20 – 20 0.00%
m. Shareholding by Companies or
Bodies Corporate where Central /
State Government is a promoter
89 – 89 0.00% 89 – 89 0.00%
Sub-Total-B (2) 13,95,221 92,263 14,87,484 7.84% 13,67,078 80,511 14,47,589 7.63%
Net Total (1+2) 46,49,637 92,263 47,41,900 25.00% 46,61,389 80,511 47,41,900 25.00%
Grand Total (A+B+C) 188,75,321 92,263 189,67,584 100.00% 188,87,073 80,511 189,67,584 100.00%
Annexure - 3
24
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure - 4
FORM NO. AOC – 1
Statement containing salient features of the nancial statement of subsidiaries / associate companies/joint ventures (Pursuant to rst proviso to
sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part “A” Subsidiaries(Information in respect of each subsidiary to be presented with amounts ` in lakhs)
Name of the subsidiary: M/s ZF CV Control Systems Manufacturing India Private Limited
Sl.
No.
Particulars
1. Reporting period for the subsidiary concerned, if different from the holding company's reporting period 05/01/2022 to 31/03/2023
2. Reporting currency and Exchange rate as on the last date of the relevant nancial year in the case of
foreign subsidiaries.
NA
3. Share capital 100
4. Reserves & surplus 1.60
5. Total assets 529.46
6. Total liabilities 529.46
7. Investments NIL
8. Turnover 62.98
9. Prot before taxation 2.60
10. Provision for taxation 1.00
11. Prot after taxation 1.60
12. Proposed Dividend NIL
13. % of shareholding* 100%
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations - Nil
2. Names of subsidiaries which have been liquidated or sold during the year - Nil
* Holding more than 5% shares in the Company
Part “B” Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
1. There is no associate or joint venture which is yet to commence operations
2. There is no associate or joint venture which have been liquidated or sold during the year.
25
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure - 5
Form No. AOC - 2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Details of contracts or arrangements or transactions not at arm’s length basis: Nil
Details of material contracts or arrangement or transactions at arm’s length basis.
(` In.Lakhs)
Name(s) of the related party
and nature of relationship
Nature of contracts
/ arrangements /
transactions
Duration Salient terms of the contracts
or arrangements or transactions
including the value, if any:
Date of approval by the
Shareholders (Postal Ballot)*
Amount
(2022-23)
ZF CV Systems Europe BV
Sales of Automotive
Components
01.04.2022 to 31.03.2023 Markup on cost of raw materials,
conversion cost
15.01.2022 718.34
Rendering of services 01.04.2022 to 31.03.2023 Mark-up on cost of salary, rent 15.01.2022 -
Fee for Intellectual property 01.04.2022 to 31.03.2023 Royalty @ 4% p.a. on net sales 15.01.2022 8,737.55
IT cost 01.04.2022 to 31.03.2023 Actuals 15.01.2022 1,027.22
ZF CV Systems Global
GmbH, a fellow subsidiary
Purchase of goods
and Property, Plant &
Equipment
01.04.2022 to 31.03.2023 Markup on cost of raw materials,
conversion cost
15.01.2022 5,082.33
Sales of Automotive
Components
01.04.2022 to 31.03.2023 Markup on cost of raw materials,
conversion cost
15.01.2022 37,564.17
Rendering of Services 01.04.2022 to 31.03.2023 Mark-up on cost of salary, rent 15.01.2022 26,271.83
Total 79,401.44
Annexure - 6
The details of top ten employees in terms of remuneration drawn during the nancial year 2022-23 as per Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 duly amended by the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 are as follows:-
Sl.
No.
Name of the employee Date of
Joining
Designation Qualication Age Experience
Years
Remuneration
(
`)
Last Employment
1. P. Kaniappan 20/02/2008 Managing Director B.Tech, M.Sc, Executive
MBA
63 41 5,89,02,593 Sundaram-Clayton Ltd.
2. M S Ravikumar 20/02/2008 Head of Operations - Region
India
A.M.I.E, M.Sc, PGXPM 57 36 2,32,76,230 Sundaram-Clayton Ltd.
3. R S Rajagopal Sastry 31/08/2015 Chief Financial Ofcer B.Com, AICWA, ACS 53 35 2,28,49,458 R Stahl (I) Private Ltd
4. Ganesamoorthy
Arumugam
20/02/2008 Engineering Leader M.Tech 54 27 2,25,34,056 Sundaram-Clayton Ltd.
5. V Ramanathan 22/01/2007 VP - OE Sales & Marketing B.E Mechanical, MBA 54 36 2,07,74,469 Maruti Udyog Ltd.
6. Ravindra Kumar
Dwivedi
18/11/2019 Engineering site leader - TCI M.Tech 50 31 1,56,86,624 HARMAN
7. Joseph Jackson
Panakkal
04/06/2018 HR Leader - India MA (PM&IR), MBA
(Finance)
48 26 1,35,32,556 Saint Gobain India Pvt.
Ltd.
8. Chelladurai
Muruganandam
17/05/2019 Regional Quality Leader India B.E Mechanical, MBA 48 25 1,29,66,337 Faurecia Emission
Control Technology Ltd
9. Ramachandra
Puttanna
24/08/2019 Regional Sales Leader B.E Mechanical, MBA,
PG Diploma
55 32 1,29,38,958 Magneti Marelli Ltd
10. Simon Leonard 20/02/2008 Global DTC & Change
Management Leader - R&D
ME, Design, BE
Mechanical
51 28 97,64,322 Sundaram-Clayton Ltd.
*Prior approval of the shareholders was obtained for the material
related party transactions as required under regulation 23 of SEBI
(LODR) Regulations 2015.
Note: There is no advance amount paid.
Net sales: Total product sales less inter-company sales and inter-
company purchases.
Notes:
1. Remuneration shown above includes Salary, Allowance, Medical,
Leave Travel Assistance, Leave Encashment, Arrears of Salary,
Bonus, contribution towards Provident Fund, Gratuity, value of
perquisites and Incentives.
2. Nature of employment is contractual.
3. None of the above employee is related to any director of the
Company.
4. There are no employees who hold either by himself or along with
his family more than 2% of shares in the Company and is drawing
remuneration in excess of the Managing Director
5. No employees other than the employees mentioned above were
in receipt of remuneration during the nancial year in excess of
rupees one crore and two lakh per year or rupees eight lakh and
fty thousand per month.
For and on behalf of the Board
Chennai M. LAKSHMINARAYAN
24
th
May 2023 Chairman
26
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure - 7
To,
The Members of
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(formerly WABCO India Limited)
CIN: L34103TN2004PLC054667
Plot No.3 (SP), III Main Road,
Ambattur Industrial Estate, Chennai – 600 058.
We have conducted a Secretarial Audit of the compliance of applicable statutory
provisions and adherence to good corporate practices by ZF COMMERCIAL
VEHICLE CONTROL SYSTEMS INDIA LIMITED (“the Company”) during the
nancial year from 1
st
April 2022 to 31
st
March 2023 (“the year”/ “audit period”/
“period under review”).
We conducted the Secretarial Audit in a manner that provided us a reasonable
basis for evaluating the Company’s corporate conducts / statutory compliances
and expressing our opinion thereon.
We are issuing this report based on:
(i). Our verication of the books, papers, minute books and other records
maintained by the Company and furnished to us in physical / electronic form,
forms / returns led and compliance related action taken by the Company
during the year as well as after 31
st
March 2023 but before the issue of
this audit report;
(ii). Our observations during our visits to the registered ofce and the factory in
the Special Economic Zone;
(iii). Compliance certicates conrming compliance with all laws applicable to
the Company given by the key managerial personnel / senior managerial
personnel of the Company and noted by the Board of Directors; and
(iv). Representations made, documents shown and information provided by the
Company, its ofcers, agents and authorised representatives during our
conduct of the Secretarial Audit.
We hereby report that, in our opinion, during the audit period covering the nancial
year ended on 31
st
March 2023, the Company:
(i). has complied with the statutory provisions listed hereunder; and
(ii). has Board processes and compliance mechanism in place.
to the extent, in the manner and subject to the reporting made hereinafter.
The members are requested to read this report, along with our letter of even date
annexed to this report as Annexure-A.
1. Compliance with specic statutory provisions
We further report that:
1.1. We have examined the books, papers, minute books and other records
maintained by the Company and the forms, returns, reports, disclosures
and information led / disseminated during the year, according to the
applicable provisions / clauses of the Acts, Rules, Regulations, Standards
and Agreements set-out hereunder.
Form No.MR-3
Secretarial Audit Report for the nancial year ended 31
st
March 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
1.2. During the period under review, and also considering the compliance
related action taken by the Company after 31
st
March 2023 but before the
issue of this report, to the best of our knowledge and belief and based on
the records, information, explanations and representations furnished to us,
the Company’s compliance with the said applicable provisions / clauses of
the Acts, Rules, Regulations, Standards and Agreements are as set- out
hereunder.
1.3. The Company has generally complied with the applicable provisions/
clauses/ rules of the following Acts, Rules, Regulations, Standards and
Agreements:
(i). The Companies Act, 2013 and the rules made thereunder (“the Act”);
(ii). The Securities Contracts (Regulation) Act, 1956, and the rules made
thereunder (SCRA);
(iii). The Depositories Act, 1996, and the regulations and bye-laws framed
thereunder.
(iv). The Foreign Exchange Management Act, 1999, and the rules
and regulations made thereunder, to the extent of Foreign Direct
Investment (FEMA);
(v). The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (SAST);
(vi). The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (PIT);
(vii). The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (LODR); and the listing
agreements entered into with the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) in relation to listing of its Equity
shares (‘Agreements’);
(viii) The following laws which were specically applicable to the
Company:
(a). The Special Economic Zones Act, 2005 and the rules made
thereunder (SEZ) (specically applicable to its units located in a
Special Economic Zone); and
(b). The Software Technology Parks (STP) Scheme based on Foreign
Trade Policy of the Department of Commerce, Government of
India (specically applicable to its unit located in a STP); and
(ix). Secretarial Standards issued by The Institute of Company Secretaries
of India (Secretarial Standards) in respect of Meetings of the Board
of Directors (SS-1) (to the extent applicable to Board meetings held
during the year), and General Meetings (SS-2) (to the extent applicable
to the 18
th
Annual General Meeting held on 27
th
July 2022 and the 4
th
Postal ballot process which concluded on 12
th
March 2023).
1.4. The Company was not mandatorily required to comply with the following
laws/ regulations/ standards on account of its non-applicability / non-
occurrence of any relevant event during the year:
27
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(i). Foreign Exchange Management Act, 1999, and the rules and
regulations made thereunder, to the extent of Overseas Direct
Investment and External Commercial Borrowings;
(ii). The Securities and Exchange Board of India (Registrars to an Issue and
Share Transfer Agents) Regulations, 1993, regarding the Companies
Act, 2013, and dealing with client;
(ii). The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(iii). The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
(iv). The Securities and Exchange Board of India (Share Based Employee
Benets and Sweat Equity) Regulations, 2021.
(v). The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(vi). The Securities and Exchange Board of India (Buy-Back of Securities)
Regulations, 2018; and
(vii). Secretarial Standards on ‘Dividend’ (SS-3) and Secretarial Standards
on ‘Report of the Board of Directors’ (SS-4) issued by the Institute of
Company Secretaries of India (being non-mandatory).
2. Board processes:
We further report that:
2.1 The constitution of the Board of Directors of the Company during the year
was in compliance with the applicable provisions of the Act and LODR.
2.2 As on 31
st
March 2023, the Board of Directors comprised of:
(i) 1 (one) Executive Director;
(ii) 2 (two) Non-Executive Non-Independent Directors; and
(iii) 3 (three) Independent Directors, including 1 (one) Independent woman
director (constituting more than the required one-third of the total
strength of the Board).
2.3 The processes relating to the following changes in the composition of the
Board of Directors during the year were carried out in compliance with the
provisions of the Act and LODR:
(i) Re-appointment of the Dr. Christian Oliver Brenneke (DIN:08344547)
as a Non-Executive Non-Independent Director, upon his retirement by
rotation at the 18
th
Annual General Meeting held on 27
th
July 2022;
and
(ii) Cessation of Mr. Alexander Ignace De Bock (DIN:08745365), Non-
Executive Non-Independent Director, with effect from the close of
business hours on 30
th
March 2023 on account of his resignation.
The casual vacancy arising due to his resignation has not been lled
by the Board till the date of this report.
2.4 Adequate notice was given to all the directors to enable them to plan their
schedule for the Board meetings, except for meetings convened at a shorter
notice in compliance with the provisions of the Act and SS-1.
2.5 In respect of Board meetings held during the year, Notice, Agenda and
detailed notes on agenda were sent either 7 (seven) days in advance or at a
shorter notice, at all of which meetings atleast 1 (one) Independent Director
was present, except for the following items which were either circulated
separately or circulated/ presented at the Board meetings:
(i) Supplementary agenda notes and annexures in respect of unpublished
price sensitive information such as audited accounts/ results,
unaudited nancial results and connected papers; and
(ii) Additional subjects / information /presentations and supplementary
notes.
2.6. A system exists for directors to seek and obtain further information and
clarifications on the agenda items before the meetings and for their
meaningful participation at the meetings.
2.7. We are informed that, at the Board meetings held during the year:
(i) Majority decisions were carried through; and
(i) No dissenting views were expressed by any Board member on any
of the subject matters discussed that were required to be captured
and recorded as part of the Minutes.
3. Compliance mechanism
We further report that there are reasonably adequate systems and processes in
the Company, commensurate with its size and operations, to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
There is scope for further improvement in the compliance systems and processes
to ensure timely ling of forms/ returns/ reports with regulators and other procedural
compliances, keeping pace with the increasing statutory requirements.
4. Specic events/ actions
We further report that, during the year, the following events occurred in due
compliance with the Acts, Rules and Regulations referred to hereinabove:
(i) The Company had obtained the prior approval of the shareholders for material
related party transactions to be entered into by it with the following related
parties during the nancial year from 1
st
April 2023 to 31
st
March 2024,
through the 4
th
Postal Ballot process on 12
th
March, 2023.
(a) ZF CV Systems Global GmbH upto Rs.1,500 Crores (Rupees
One thousand ve hundred crores only); and
(b) ZF CV Systems North America LLC upto Rs.400 Crores (Rupees Four
hundred crores only)
For S. KRISHNAMURTHY & CO.,
Company Secretaries
[Firm Unique Identication No. P1994TN045300]
(Peer Review Certicate No.739/2020)
K SRIRAM
Partner
Membership No: F6312
Place: Chennai Certicate of Practice No:2215
Date: 24
th
May 2023 UDIN: F006312E000371545
28
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
To,
The Members of
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(formerly WABCO India Limited)
CIN: L34103TN2004PLC054667
Plot No.3 (SP), III Main Road,
Ambattur Industrial Estate, Chennai – 600 058.
Our Secretarial Audit Report (in Form MR-3) of even date for the nancial year
ended 31
st
March 2023, is to be read along with this letter.
1. Management’s Responsibility:
The Company’s management is responsible for maintenance of secretarial
records, making the statutory/ regulatory disclosures/ lings and compliance
with the provisions of corporate and other applicable laws, rules, regulations
and standards.
2. Secretarial Auditors’ Responsibility:
Our responsibility as a Secretarial Auditor is to express an opinion on the
compliance with the applicable laws and maintenance of records based
on our audit.
3. We have followed such audit practices and processes as we considered
appropriate to obtain reasonable assurance about the correctness of
the contents of the secretarial records and the audit was conducted in
accordance with applicable auditing standards issued by The Institute of
Company Secretaries of India. Those Standards require that the Auditor
comply with statutory and regulatory requirements and plan and perform
the audit to obtain reasonable assurance about compliance with applicable
laws and maintenance of records.
4. While forming an opinion on compliance and issuing this report, we have
also considered compliance related action taken by the Company after 31
st
March 2023 but before the issue of this report.
5. We have considered compliance related actions taken by the Company
based on independent legal/ professional opinion obtained as being in
compliance with law.
6. We have veried the secretarial records furnished to us on a test basis to
see whether the correct facts are reected therein. We also examined the
compliance procedures followed by the Company on a test basis. We believe
that the processes and practices we followed provide a reasonable basis
for our opinion.
7. We have not veried the correctness and appropriateness of nancial
statements, nancial records and books of accounts of the Company.
8. We have obtained the Management’s representation about compliance of
laws, rules and regulations and happening of events, wherever required.
9. Our Secretarial Audit report is neither an assurance as to the future viability of
the Company nor of the efcacy or effectiveness with which the management
has conducted the affairs of the Company.
10. Due to the inherent limitations of an audit including internal, nancial and
operating controls, there is an unavoidable risk that some Misstatements
or material non compliances may not be detected, even though the audit is
properly planned and performed in accordance with the Auditing Standards.
For S. KRISHNAMURTHY & CO.,
Company Secretaries
[Firm Unique Identication No. P1994TN045300]
(Peer Review Certicate No.739/2020)
K SRIRAM
Partner
Membership No: F6312
Place: Chennai Certicate of Practice No:2215
Date: 24
th
May 2023 UDIN: F006312E000371545
Annexure – A to Secretarial Audit Report of even date
29
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Management Discussion and Analysis Report
The company provides the capability to shape the future of commercial
transportation systems. Our technologies and services for commercial
vehicles and eets make them more efcient, safe, connected,
intelligent, and automated wherever they operate. We partner with
customers to introduce integrated and innovative solutions that
positively impact the commercial vehicle’s lifecycle, from cradle to
grave.
We offer customers access to the broadest range of commercial
vehicle solutions in key domains like Automated Driving, Electric
Mobility, Shared Transportation and Fleet Operations’ Digitalization to
enable Next Generation Mobility. NOW. Our local teams and partners
are established across the country to offer close customer proximity,
wherever they are.
Our technologies help commercial vehicles to see, think and act. We
enable real-time communication between trucks and trailers. ZF knows
the requirements for e-CVs and our data pool from onboard systems
enables real-time information and insights to optimize eet operations.
I Industry Structure and Development:
i GDP growth and Indian economic outlook:
The government’s thrust on capital expenditure coupled with
initiatives such as the production-linked incentive (PLI) scheme
should bolster private investment activity, amidst improving
capacity utilization, deleveraged corporate balance sheets,
higher offtake of bank credit, and congenial nancial conditions.
At the same time, the escalation of the geopolitical situation
and the accompanying surge in international crude oil and other
commodity prices, tightening of global nancial conditions, the
persistence of supply-side disruptions, and signicantly weaker
external demand pose downside risks.
The Purchase Manager’s Index manufacturing index was at 56.4
in March 2023 compared to 54.0 in March 2022. Based on data
provided by the NSO, on the supply side, real gross value added
(GVA) was at 6.4 percent in 2022-23, with its major components,
including services, exceeding pre-pandemic levels Sector-wise,
agriculture has remained the silver lining while contract-based
services, manufacturing, construction were hit hardest, and
have been recovering steadily. Government consumption and
net exports have further provided support in the recovery.
The Government has announced several scal measures to
incentivize capital formation attract foreign investment and create
employment and the Reserve Bank of India has also stepped in
to provide adequate liquidity.
National Statistical Ofce (NSO) placed India’s real gross domestic
product (GDP) growth at 7.0 percent in 2022-23 considering
private consumption and public investment were the major
drivers of growth. The government’s thrust on capital expenditure,
capacity utilization in manufacturing, double-digit credit growth,
and the moderation in commodity prices are expected to bolster
manufacturing and investment activity. According to the RBI’s
surveys, businesses and consumers are optimistic about the
outlook. The external demand drag could accentuate, given
slowing global trade and output. Protracted geopolitical tensions,
tight global nancial conditions, and global nancial market
volatility pose risks to the outlook. Considering all these factors,
real GDP growth for 2023-24 is projected at 6.5 percent. (Source:
RBI’s minutes of Monetary policy committee).
ii. Indian Commercial Vehicle Industry:
Commercial Vehicle (CV) sales are directly linked with economic
activities in the country. The global automotive industry demand
recovered from COVID-19 pandemic waves and challenges
posed by continuous semiconductor shortages, Russia Ukraine
War, and raw material ination. In India, pick-up in infrastructure
and construction coupled with increased economic activities
have been fuelling truck sales across segments except for light
commercial vehicles that have seen some softening in demand.
Indian commercial vehicle space saw a growth of 37% over
the previous year due to market recovery from COVID-19 and
growth led by infrastructure projects and last-mile connectivity.
The demand for FY’23-24 looks to be promising due to growth
in segments like construction, infrastructure, and logistics.
CV sales were up by ~37% for the year 2022-23 compared to
the previous year. Growth in the CV segment is expected with
improved fleet utilization, higher replacement, government
infrastructure spending, e-commerce expansion, government
initiatives to promote electrification and sustainability, and
technological advancements.
Some of the trends that will drive the demand for commercial
vehicles
• e-commerce will be a key driver for retail sales and is expected
that about 25% of new sales will come through online
channels (e-Commerce is expected to grow at a CAGR of
21% from 2022 to 2030)
• Connectivity and digitalization will open new opportunities
and avenues for the industry
• New business models such as freight aggregators will create
demand for commercial vehicles
• Vehicle scrappage policy for Government vehicles and the
CESL tenders for electric buses will revive the bus market
A well-thought-out vehicle scrappage policy with incentives will
spur demand for commercial vehicles in the short term. The
adoption of digital connectivity solutions will make eets more
efcient and cost-effective.
The Government of India’s FAME-II scheme and CESL tenders
have led to an increase in the adoption of electric buses in the
country. Right policies and intervention from the Government to
support State Transport Undertakings in procuring buses with
alternate fuels like CNG, Biofuel, electric FCEV, H-ICE, etc., would
also lead to revival of demand for commercial vehicles.
With more structural reforms underway in a stable economic
environment with digital technology, the market is expected to
regain the growth path. The market forecast points to an increase
in the sale of light and intermediate commercial vehicles, with
demand for high-tonnage trucks rising in FY 2023-2024. The
production cycle will increase in the coming years owing to
export markets seeking budget trucks that are compliant with
global emission standards and quality norms. Some of the key
technologies that will drive future trends include
• Alternate fuel systems
• Electric vehicles and EV retrots
• Higher horsepower engines with electronic diesel-controlled
system
30
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
• Auxiliary braking systems like electromagnetic retarders,
hydraulic retarders, and intarder in automatic transmission
• Speed monitoring and control systems
• Vehicle payload monitoring systems
• eSIM-enabled vehicles, GPRS and GPS-related technologies
• Vehicle alarm system to detect irregular driving patterns
• Engines complying with BS VI emission norms
• Infotainment systems, IT-enabled navigation, vehicle tracking,
vehicle productivity analysis
• Advanced transmissions with electronic integrations such as
automated manual transmission and other new technologies
• Electronic braking system (EBS)
• Electronic stability program and control (ESP)
• Collision avoidance warning system
• Lane departure warning systems
• Air suspensions for buses and trucks
The commercial vehicle industry is likely to sustain this growth for
the next 2 to 3 years. Demand for commercial vehicles, particularly
medium and heavy commercial vehicles, is likely to also benet
from various government initiatives to help revive the economy.
II Opportunities & Threats
With the shift from BS IV to BS VI in 2020 and Phase 2 of BS
VI RDE (Real Driving emission norms) from 1
st
April 2023, the
auto industry has taken a signicant step in the right direction
by harmonizing and coming on par with emission norms of the
European and American markets. The Stricter BS-VI regime
normalizes the playing eld for OEMs and the auto component
industry alike to participate in the global market through exports,
given that the vehicles and the technology in them would be at
par with the global standards.
Stricter safety norms provide the company with a unique
opportunity to work closely with OEMs to penetrate the Indian
market and introduce new technologies for the benet of the end
customers. With the recent implementation of ESC in buses, The
Companuy worked with the OEMS and launched ESC with many
customers.
With the Indian government’s focus on electrication in the CV
industry through FAME II & incentives through CESL tender; the
adoption of EVs is gaining momentum, especially in the bus
segment. The company worked together with the OEMs and
launched e mobility products like electric compressor, electronic
braking system successfully.
With improvement in infrastructure and express highways,
the need for higher capacity engines and higher gear ratio
transmission increases which open up opportunities for
automated manual transmission controls in heavy duty segment.
During the year, the company took efforts to sustain and increase
revenues through the introduction of new products for OEMs,
fleets, and aftermarket thus creating an increase in vehicle
content, better technology penetration, and foraying into new
domains for commercial vehicle technology.
During the year, the company worked with OEMs as a technological
solutions partner to introduce technologies compliant with BS VI
norms like hill start aid (HSA), Automatic Traction Control (ATC), Air
Disc Brakes (ADB), Electronic Stability Control (ESC), Automated
Manual Transmission (AMT), Fleet Management Solutions
(FMS), Tire Pressure Monitoring System (TPMS), Advanced Air
Processing Units among other technologies.
As a complete system solution provider, the company now
uniquely connects truck, trailer, cargo, drivers, business partners,
and eet operator’s real-time to empower the eets to signicantly
enhance safety and operational efciency. The company is today
working with several OEMs in the country to reduce the Total Cost
of Ownership (TCO) by recommending the right value enhancers
and by providing improved uptime for the eets through its Fleet
Management Solutions.
Industry shifts to better emission norms and upgrade of vehicle
platforms has created numerous digitalization opportunities in
the entire eet ecosystem with huge potential to mobilize vehicle
intelligence thereby providing deep meaningful insights on vehicle
performance to the end user/eet owner. These insights when
utilized effectively have the potential to transform user experience
to a whole new level.
The company also introduced numerous products through the
aftermarket channel to enhance the safety and efciency of
eets including air suspension with ECAS technology, tandem
master cylinder, and clutch master cylinders. The company also
increased its market share for Diesel Exhaust Fluid (DEF). The
Company looks forward to the following strategic opportunities
in the coming years.
• Partner with trailer customers for implementing 100% TABS,
penetrating and expansion of Intelligent Trailer Program
products and air disc brakes for trailers
• Technical / homologation support for advanced technology
products
• Leverage/expand its manufacturing footprint to ensure
increased customer centricity
• Penetration road map for newer technologies like Advanced
Driver Assistance Systems (ADAS), Reverse Parking
Assistance System (RPAS), Driver behaviour monitoring
system (DBMS)
• Introduction of new product portfolio - Doors with door control
system, air suspension systems, air disc brakes among others
Anticipating evolutionary changes in the traditional aftermarket
business models, the Company is striving to introduce new
business and revenue models through e-commerce. The
Company is also looking at ramping up its sales, service, and
distribution network to effectively cater to eets and mobility
users across the country. Leveraging the wave of digitalization,
the company is also exploring the use of digital models and
other initiatives to be ahead of the curve. The authorized service
center network is expanding and currently, the Company has
around 280 service centers with a pan-India presence to cater
to customer requirements. These initiatives have resulted in
improved service practices, and availability of genuine parts,
and generated additional revenue for the company. Given the
opportunities available in the commercial vehicle segment we
expect the activity levels of the competitors to also be on the rise.
III Risks and Concerns
The Company has cash reserves to meet its obligations and does
not foresee a need to borrow or raise capital. The company has
a strong credit management process and investment vetting
31
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
processes. The Company has met all its nancial obligations and
would continue to do so. The company is receiving all major dues
from its customers albeit with minor delays. The company has
been accepting payments through arrangements with the banks
the customers have made on a selective basis. The Company
does not consider any incremental material recoverability risk. It
is expected that the situation would improve going forward. The
company has taken all steps to conserve cash during this period,
as revenues were hit. The company also has imposed strict cost
control measures to reduce and avoid discretionary spending.
However, cash and protability are expected to be impacted due
to uctuations in activity levels.
The Company has a robust ERP system in place and all its
locations are well-networked. All reporting systems worked
seamlessly without any disruption and ensured adequate controls.
Apart from the above, the cyclical nature of the Indian commercial
vehicle industry presents its own risk to the business. The
operating expenses are likely to rise with the expected increase
in prices of key raw materials.
STEEL
Steel Outlook in India
In the past 10–12 years, India’s steel sector has expanded
signicantly. Production has increased by 75% since 2008,
while domestic steel demand has increased by almost 80%. The
capacity for producing steel has grown concurrently, and the rise
has been largely organic.
In FY22, the production of crude steel and nished steel stood
at 133.596 MT and 120.01 MT, respectively. The consumption of
nished steel stood at 105.751 MT in FY22. In April 2022, India’s
nished steel consumption stood at 9.072 MT. In April-July 2022,
the production of crude steel and nished steel stood at 40.95
MT and 38.55 MT respectively.
In FY22, exports and imports of nished steel stood at 13.49 MT
and 4.67 MT, respectively. In FY22, India’s export rose by 25.1%
YoY, compared with 2021. In FY21, India exported 9.49 MT of
nished steel. In July 2022 exports of nished steel stood at 3.80
lakh MT.
The annual production of steel is anticipated to exceed 300 million
tonnes by 2030–2031. By 2030–31, crude steel production is
projected to reach 255 million tonnes at 85% capacity utilization
achieving 230 million tonnes of finished steel production,
assuming a 10% yield loss or a 90% conversion ratio for the
conversion of raw steel to nished steel. With net exports of 24
million tonnes, consumption is expected to reach 206 million
tonnes by the years 2030–2031. As a result, it is anticipated that
per-person steel consumption will grow to 160 kg.
The World Steel Association (world steel) considers that global
steel demand in 2023 will grow by 1% over 2022 levels (from
~1796.7 million tonnes in 2022 (https://worldsteel.org/)
Data shows that apart from China, production in other key regions,
such as Europe, too declined 10 percent on-year and the US
witnessed a decline of 5 percent. On the other hand, India and
the Middle East witnessed a year-on-year growth of 5 percent
and percent, respectively
• Domestic steel production and consumption grew by 5.7%
and 11.5%, respectively, on a year-on-year (y-o-y) basis during
the rst nine months of FY23 (April-December).
• Steel exports declined sharply by 54% y-o-y in 9M FY23 due
to weak global demand and an export duty of 15% imposed
on steel products from May 2022 to November 2022. India
became a net importer of steel with a 38% decline in exports
y-o-y during Q3FY23. During the same period, imports grew
by 70%.
• International steel prices are expected to remain elevated
due to high input costs, primarily iron ore and coking coal,
and the ongoing geopolitical crisis. Domestic prices are also
demonstrating an upward trend in line with global prices
supported by healthy domestic demand.
• The domestic steel demand growth will be healthy at 10-
12% in FY23, driven by continued thrust on infrastructure
development and pick-up in the real estate and construction
activities amid an overall economic revival. While the exports
declined sharply in 9M FY23, the recent withdrawal of export
duty on steel products and iron pellets as well as a reduction
in the export duty of iron ore lumps and nes is expected to
reverse this trend with the full impact expected by early FY24.
Momentum in Steel Consumption
During 9M FY23 (April-December), the crude steel production
and nished steel production had increased by 5% and 5.7%,
respectively, on a y-o-y basis. Domestic consumption increased
by 11.5% y-o-y to 86 million tonnes during this period. India’s
steel consumption was at 106 million tonnes in FY22, up from 95
million tonnes in FY21, an increase of 11.4% y-o-y on account of
increased consumption by the government on varied infrastructure
projects, as well as the resumption of real estate and construction
work on a lower-base of FY21.
The Government’s thrust toward infrastructure projects is majorly
contributing to the rise in steel demand in the domestic market.
Improving activities in the construction sector along with an uptick
in the real estate and automobile sector is expected to boost
the demand for steel products in the industry. With increased
government spending towards various infrastructure sectors such
as roads, railways, airports, ports, mass transport, waterways,
and logistic infra, an increase in capex allocation by 38% y-o-y
by central public sector enterprises, and government initiatives
to support the steel production will continue to augment the
domestic steel demand in the industry.
Steel prices likely to inch up on global demand revival
International steel prices remained high in March 2022 and April
2022, mainly due to the Russia-Ukraine crisis.
The average domestic nished steel prices peaked at Rs 96,079
per tonne in April 2022. After a sharp uptick, it started to witness a
downward trend and declined to Rs 69,084 per tonne in December
2022, a decline of 17% on a y-o-y basis. The export duty imposed
on a range of nished steel products resulted in lower exports
which caused a build-up in domestic inventories. The international
32
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
prices were also on a declining trend on account of weak global
demand. Moreover, the prices of iron ore have softened by about
20.6% to Rs. 4,100 per tonne in December 2022 as compared to
Rs. 5,964.50 per tonne in May 2022, due to increased domestic
supply considering a hike in duty on iron ore exports to 50% since
May 2022. These factors in turn resulted in a decline in domestic
steel prices.
Following the reduction in export duty on iron ore, domestic
prices are expected to increase. In January 2023, NMDC hiked
the prices for iron ore lumps and nes to Rs. 4,300 per tonne
and Rs. 3,410 per tonne from Rs. 4,100 per tonne and Rs. 2,910
per tonne, respectively. The domestic steel prices are expected
to directionally follow the global prices and strengthen due to
continued strong domestic demand and increase in input prices.
Aluminium
At the end of 2021, market watchers were expecting a decit in
the aluminium sector, with a higher environment for prices.
But after increasing steadily in the rst few months of the year,
aluminium was unable to hold onto its gains. The London Metal
Exchange aluminium price plummeted from a high of US$ 4,000
per metric ton (MT) in March to a low of US$ 2,079 in September.
“The impact of the Russia-Ukraine conict, power shortages in
Europe and China, and fears of a recession have dominated price
direction.”
Aluminium’s price performance in 2022. Chart via the London Metal
Exchange.
High energy prices have led to numerous production cuts in China
and Europe since the start of the war — Europe’s energy crisis
paired with hydropower shortages in China have impacted nearly
4.5 million MT per year capacity, as per Wood Mackenzie.
What factors will move the aluminium market in 2023?
As the new year begins, there are a few factors investors interested
in the aluminium industry should consider.
Wood Mackenzie anticipates a muted global recovery as improved
Chinese demand due to the relaxation of strict COVID-19
restrictions offsets the still-weak demand growth seen elsewhere.
The risk of disruption in Europe remains, with nearly 400,000 MT
of capacity vulnerable to closures if power prices spike again,
according to Wood Mackenzie data. Aluminium supply is poised
to grow marginally as greeneld projects, expansions, and restarts
add to supply in the future.
Panelists recently polled by Focus Economics see aluminium
prices remaining around current levels through Q4 2023. They
expect prices to average US$2,395 in Q4 2023 and US$2,332 in
Q4 2024.
“Demand will likely be determined by the rate at which China’s
economy rebounds, especially the highly-indebted but aluminium-
hungry construction sector,” FocusEconomics states in its latest
report.
On supply, lower average energy prices than in 2022 should limit
further closures of smelters, while the London Metal Exchange’s
November decision not to ban Russian metals has further
alleviated supply fears.
Russian metal remains the biggest uncertainty
One potential source of price volatility would be sanctions on
Russian material either by the US or the EU. Metals have been
mostly spared in the rounds of sanctions imposed on Russia
that followed its invasion of Ukraine on 24 February, 2022 but
it has been reported that the US is considering an effective ban
on Russian imports of the metal. A complete ban on Russian
aluminium, increasing tariffs to levels that would effectively act
as a ban and sanctioning the company that produces Russian
aluminium, Rusal.
The only government to take direct action against Russia’s
aluminium sector so far has been Australia, when in March it
banned the export of bauxite and alumina into the country,
effectively freezing Rusal’s off-take ow from the Queensland
Alumina joint venture. In Russia’s other top raw material supplier,
Ukraine, the war has closed Rusal’s Nikolaev renery. The alumina
gap has been lled by Chinese producers, which have been
increasing their exports to Russia.
However, if the US decides to sanction Rusal, the impact could
be severe, bearing in mind the market’s reaction to the sanctions
in 2018 when the LME prices jumped to $ 2,718/t, at the time the
highest since 2011 before gradually falling in the following weeks
and months. Sanctions were then lifted in January 2019.
If the US decides to go ahead, the move could freeze the Russian
producer out of Western markets, depending on the severity of
sanctions, which would boost global prices for the metal and
distort global aluminium trade ows.
Enterprise Risk Management:
The Company has formulated a detailed risk management policy
and adopted an integrated ERM framework as aligned with
the ZF Group and is implemented across the Company. ERM
framework is developed by incorporating the best practices
based on COSO and ISO 31000 and then tailored to suit our
unique business requirements and laid down procedures for
enterprise risk assessment and mitigation actions. The Board
has constituted a Risk Management Committee to review
the aspects of risk management periodically, to ensure that
executive management reviews and controls risk through means
of a properly dened framework. Risks identied and mitigation
measures are periodically checked by the internal audit team and
are communicated to the Board of Directors.
33
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
During the year 2022-23, the company had a very detailed road
map including the creation of risk awareness, adopting the ISO
standards in managing and monitoring the risks, and a detailed
presentation was made to the risk management committee about
risk mitigation in place & future risk mitigation action with timeline
and accountable risk owner.
IV Internal control systems and their adequacy:
The Company has proper and adequate systems of internal
control including internal nancial controls for nancial reporting
to ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition thereof and ensure
accurate reporting. All transactions are authorized, recorded, and
reported correctly. The internal controls are checked by internal
auditors. Observations made by them, management actions, and
time frames are reviewed.
V Operations review
A. Manufacturing
During the year 2022-23, new manufacturing lines were set up for
Inversion Relay Valves, Trailer Control Valves, Integrated Pedal
Units, and Graduated Hand Control Valves creating additional
manufacturing capacities including a special focus on realizing
self-reliant plants closer to customers. Manufacturing capacities
were scaled up for the export of Twin Cylinder Compressors
and Air Supply Units to Europe and actuators for the domestic
market to capitalize on growth opportunities. New products such
as compressors, air supply units, vacuum pumps, actuators, and
push-type connectors were successfully launched to international
and Indian OEMs. E-compressors were launched in the domestic
market for EVs pioneering transformation towards next generation
mobility technologies.
Signicant gains in productivity & quality were realized through
new process technologies such as fully automated crankshaft &
ange machining cells and vision-based PDI systems combined
with traceability implementation. The company had executed
more than 350 projects in the areas of HC Optimization / Loss
reduction / Efciency Improvement / Material ow improvement.
To keep pace with digital disruption, the company has leveraged
the citizen development framework allowing employees to develop
their own apps/reports driving productivity and efciency in their
daily routine. This has improved transparency and better decision-
making in the factory oor. Disclosures continued to be led
within the group for indigenously developed process inventions
leveraging lean and frugal engineering capabilities.
The company has improved its planning cycle using the S&OP
framework, with an effective order management process in ERP,
and has implemented a safety stock management process to
meet demand uncertainty in the short term. The SI&OP framework
ensures proactive capacity planning and drives actions to
debottleneck the in-house capacity and meet the ongoing/rapid
demand changes we are witnessing from our domestic OE market.
Keeping in mind the sustainability targets, the company has
invested in additional returnable pallets. We are now a step closer
to eliminating expendable packaging usage for OE customers
(over 90% of our domestic OE business operates on returnable
pallets). Production lines and distribution centers are being
optimized closer to customers to reduce their carbon footprint.
These measures have also helped to reduce our packing & freight
costs by over 10% from the previous year. Plant Compactness
and Layout Efciency (PCLE) assessment was also done and a
roadmap for further optimization of oor space was developed.
The company had already realized space productivity of 824.6
sqm during the year.
As part of sustainability initiatives, the energy efciency program
rolled out involving all stakeholders in the operations as well as in
other areas where 9% energy reduction resulted by implementing
54 projects across the sites. Renewable energy: we have
purchased 2 MW of Solar & 1 MW of Wind energy from third
parties in Ambattur and Mahindra city respectively contributing
renewable energy coverage of 14% for the company. During the
year, the company has also installed roof solar with a capacity of
636 KWP at the Mahindra city plant with average production of
2800 units per day.
Total Employee Involvement (TEI) is the key pillar that engages
employees across all sites and functions of ZF Commercial Vehicle
Control Systems India Limited. In 2022, we won a total of 39
External awards from all competitions. 14 at the National level, 10
at the Regional level, and 15 at the State level conducted by CII,
ACMA, QCFI, and others. Some of the signicant awards include:
Mahindra City plant participated in Kaizen Hansei Manufacturing
Excellence assessment and won Gold Award | Team from
Ambattur won First prize in CII National level Lean competition |
Team from Mahindra city won First prize in CII State level Kaizen
competition | Team from Jamshedpur won First prize in Regional
QC competition from ACMA | Team from Mahindra City won rst
prize in Regional Kaizen competition from ACMA | Team from
Jamshedpur won rst prize in Regional Kaizen competition from
ACMA
B. Quality
The Ideology of quality: ZF DNA of Quality - I am living in zero
defect environment.
The quality systems in the company aim at achieving total
customer delight through its focus on improving product quality
and conforming to world-class standards. This is achieved through
the inculcation of ZF DNA of Quality and transformation among
employees towards zero PPM. The Company is at 7 PPM for
the year 2022-23. Customers continue to expect the industry
benchmark of Zero PPM and zero eld failures till 1 lakh KM
and no unplanned dealer visit. Also, we aim towards zero defect
performance and a mindset of zero tolerance for deviations. To
meet the ever-evolving customer requirements of the global quality
standard with domestic cost, it is necessary to standardize the
process, promoting the right quality mindset through ZF DNA
of quality methodology, mapping people’s competency with
the latest development in technologies, operating with right
competency/skills of the workforce to consistently supply right
quality of products.
Six Sigma tools are used for analysis and projects are rolled out
for each customer to meet their requirements and to standardize
all critical production lines. Deploying “VDA6.3” and “VDA6.5”
process and product requirements, product safety standards, and
IATF 16949 helped the company to eliminate defects signicantly.
Project quality along with product engineering quality achieved
100% customer PPAP “First Time Right” for all critical launches
for both domestic and export customer products and ensured
100% green launch. Signicant efforts were put in to improve
product quality which ensured product reliability improvement,
thus resulting in warranty claim reduction.
34
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Total Quality Management is a way of life at the Company. As
part of this, 100% participation in total employee involvement has
been successful for the past two decades. Employees across all
the plants were involved and have completed 250 quality control
circle projects, 194 supervisory improvement team projects,
and cross-functional team projects by applying statistical tools,
including Six Sigma (DMAIC and DMADV) and Quick Response
Quality Control (QRQC) methodology during the year. Over 99268
suggestions have been implemented by all employees throughout
all the plants, including trainees. Employee suggestion scheme is
in force at all plants and employees implement suggestions under
productivity, quality, cost, delivery, safety, and morale categories.
To foster employee engagement across all plants, interplant
quality circle and six sigma competitions were conducted, and
the best teams were recognized.
Quality control circle, cross-functional teams of employees
participated in external competitions conducted by industry
bodies, Automotive Component Manufacturers Association
(ACMA), Confederation of Indian Industry (CII), National
Institution for Quality and Reliability (NIQR), Indian Machine Tool
Manufacturers Association (IMTMA), Quality Circle Forum of
India (QCFI), Indian National Suggestions Schemes’ Association
(INSSAN) and have won various prizes demonstrating their
passion and innovation in various areas of excellence in quality
& manufacturing which are given below.
We have won the following customer awards,
1. CVS Mahindra city team won the ZF DNA of Quality Excellence
award at the corporate level.
2. CVS Ambattur team was awarded Q Prime certication &
Award during the Annual supplier meet by Daimler India
Commercial Vehicles Ltd.
3. CVS Pant Nagar team won runner-up award in my supplier
concept from Ashok Leyland.
4. CVS Jamshedpur team won the Certicate of Excellence in
Quality Month of Tata Motors.
5. CVS Field Quality team won the Excellence award from
Switch Mobility.
6. CVS Lucknow won the gold award in Quality Month from
Tata Motors.
The team has secured several awards from external competitions
which were conducted by various industry bodies
7. CVS Ambattur team won runner-up award in the National ZED
competition at CII
8. CVS Jamshedpur team won the gold award in ACMA 2
nd
Regional competition.
9. CVS Jamshedpur team won runner-up award in the 17
th
National Quality Circle competition.
10. CVS Mahindra city team won runner-up award in the 7
th
National Poka yoke competition.
11. CVS Ambattur team won the gold award in CII 24
th
state-level
competition.
12. CVS Ambattur team won the Platinum award in National
Institution for Quality and Reliability competition.
13. CVS Ambattur team won runner-up in the 7
th
ACMA Regional
Poka yoke competition.
C. Cost management
The Company continues its focus on upgrading the robustness
of cost control mechanisms and capabilities in all activities,
especially procurement, operational expenses, and manufacturing.
The Company realizes that better cost management is the key
differentiating factor in this competitive environment, the prime
strategies are value creation through design improvement,
localization of inputs and products and conversion cost
productivity.
Cross-functional teams are formed with members from various
functions like product engineering, manufacturing & sourcing
to focus on identied cost-reduction projects. The Company
continues to nd the best cost suppliers across continents
leveraging the global platform in an endeavor to become the
best cost supplier to our customers. A key focus area is process
improvement through technical collaboration with leading
suppliers to continuously keep the costs at optimal levels.
D. Information Technology
The Company continues to accelerate its digital transformation
in line with the Global ZF IT strategy.
The Key focus areas in the Global ZF IT strategy cover :
1. Sustainability: Improving sustainability IN and BY IT
(Sustainability4IT & IT4Sustainability) byActing for climate
and nature.
2. Digital Fitness: Lay a solid foundation for future digital
transformation with a consistenttransition to new-age-
adapting architecture, using API and transforming to the
cloud.
3. Innovation: Invest and foster “Business Outcome Driven”
innovation by teaming up withbusiness partners, utilizing
new technology to create new business solutions
4. Security:Continuously improve protection against operational
threats, disclosure, theft, and manipulation and ensure
compliance and availability of systems and data
5. Operational Excellence: Reinvent IT Operation Model by
strengthening effectiveness, and efficiency to increase
customer value and productivity
IT in the region aligns with the Global ZF IT strategy and framework
and works towards addressing the CVS region-specic needs and
priorities. All IT Services, Infrastructure, Servers, Networks, and
Components align & comply with the Global ZF IT Specications
and are delivered through the standard ZF IT Business Services
Catalogue.
Democratization of IT (DoIT) and the development of business
teams as citizen developers are also part of the overall strategy.
Microsoft Power Platform is used to develop Citizen Developers
in the business community. Periodic MS Power BI training is
imparted in batches to nominated and interested business users
across all business functions enabling them to develop skills to
create their analytics and dashboards on their own with minimal
dependency on IT. IT provides support in setting up the Data
platform.
The Digital Manufacturing Platform roadmap being set up to
enable a connected and Smart Factory in all the manufacturing
sites. Assessment and Improvement of the Maturity levels of
Production IT Security across all sites is part of the roadmap.
35
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Digital transformation projects are tracked & implemented based
on the impact on savings and productivity of the business
functions. Six Sigma methodologies are adopted to evaluate ROI,
business case, savings realization, etc., for every digital project.
The primary focus of all initiatives is to ensure a frugal but very
impactful solution implementation. Existing successful digital
project implementations in specic sites/plants are extrapolated
for implementation across all business sites in India.
Proof of Concepts is planned and implemented in continuously
evolving new digital technologies & platforms by leveraging
on an ecosystem consisting of internal resources at the ZF IT
Centers, centers of excellence, start-up organizations, university
collaborations & NASSCOM events.
VI Human Resource Development
The year 2022-23 has been the year of recovery from the post-
pandemic scenario wherein the plants were fully operational at
all sites and non-manufacturing functions supported business
growth by a hybrid working model. In accordance with this, the
policies were revisited and revised accordingly to the employee’s
needs. Great resignation was an unpredicted trend where the
attrition rate had crossed 20%, especially in the R&D and IT
centers. Suitable retention measures have been initiated to curb
attrition by retaining High Potential (HIPO) talents and rolling
out mid-term market corrections to stay at par with market
offerings. The top priority for the Human Resources function is
employee retention, managing the post-pandemic engagement
initiatives like employee wellbeing programs and improving the
employee experience with benchmark strategies, opening the
right communication channels, tools promoting hybrid working,
and smooth functioning of plant operations protecting customer
interests.
As part R&D footprint in India for CVS a new facility was
inaugurated on 4
th
Nov 2022 at DLF IT park, Manapakkam,
Chennai. This is one of the key milestones showing growth
prospects and footprint expansion in India for the CVS Division.
My HR Suite (MHS) transition for ZF CVS India was completed as
part of the ZF transition process with respect to Human Resources
Information Systems (HRIS).
Talent Acquisition has been a vital part as we have set up and
strengthened the GTA team for Div. CVS India which is operating
from Chennai and supporting the R&D and Business functions
of CVS India. We have hired over 544 employees across all sites
during this period to meet the HC growth for CVS India. On the
campus hiring, we have inducted 33 fresh engineers from tier 1
colleges as part of our Campus2Corporate program.
Talent development has always been the key focus for HR where
in initiatives like ZF Drona by Great Managers Institute had been
kicked off to quantify style, coach, and certify People Managers.
There were 27 nominations for CVS India and 16 of them have
been certied with Great People Manager certication. Hello ZF
team an Employee Engagement survey was rolled out as a pilot
for the R&D function at CVS India. There was a participation of
93% and the average engagement index was at 73%. Suitable
focus areas and action plans were initiated along with the People
Managers and this initiative will be rolled out globally covering all
the regions and divisions of ZF.
Engagement events like Annual family day celebrations, Annual
family sports day have resumed as usual as a direct event inviting
employees and family members after the 2020 pandemic crisis
which was well received overall.
Other programs like virtual learning sessions, women employees
connect, family & kids’ engagement, health & wellbeing sessions,
and engineering quiz competitions were some of the virtual
programs conducted which were well received by the employees.
As part of ZF’s Diversity, Equity & Inclusion strategy our division
has prioritized the initiative and had attracted diverse talents at our
sites and will have a progressive increase in giving opportunities
to promote underrepresented groups and ensure inclusion in its
processes and systems.
The current average recruitment lead time of the lateral talent is
around 35 days. The Company successfully blends mid-career
recruitments with internally grown talent through a robust globally
managed talent management process. The Company’s talent
retention was very challenging due to great resignation trends
however the retention was maintained at 92% while similar
industry attrition rates are at an average of 15%.
As part of the collective bargaining process our plant at Mahindra
world city has signed a long-term wage settlement valid for 4 years
from Sep 2022 onwards with our union associates. The year saw
positive and cordial Industrial Relations at all the Companies sites
thus maintaining a healthy IR climate.
As of 31
st
March 2023, the Company had 2181 employees on its
rolls.
VII Environment, Health & Safety
Every year the rst quarter is focused on EHS themes. This year
we focussed on Sustainability initiatives with a focused approach
in the key areas, where our operations play a bigger role to
improve the climate actions in everyday business. This theme
speed our actions towards the ZF’s ambitious targets of climate
neutrality by 2040 by setting up a strong base to improve upon in
our region. Based on the above context, we have taken a theme
for this year: GREENCHAMP” for sustainable manufacturing
towards net zero ambition, our main objective is to improve
the sustainability initiatives around improving energy efciency,
increasing Renewable energy, moving towards zero waste to
landll and water consumption reduction.
During this quarter, awareness programs were organized across
the sites with more than 428 employees getting benetted. As
part of the campaign few competitions like Essay, Drawing, Quiz,
and Speech were organized and 346 employees participated, and
winners were recognized in the town hall meeting.
At the Ambattur site employee’s family members were called to
the site. Following a talk on Healthy lifestyle and, rst aid various
competitions were organized for employees’ spouses and kids
related to the theme. There was an overwhelming response
with participation of approx..450 family members. There was a
concurrent health camp organized for the family members.
On March 4
th
National safety day was celebrated across the sites
starting with the pledge taken and a lot of engagement activities
were organized
During the year, surveillance audits of ISO 14001(Environment
management system) & ISO 45001(Occupational Health and
Safety management system) were completed as part of the ZF
corporate audit scheme. The plants at Ambattur and Lucknow
have completed the surveillance audit for ISO 50001 standards
36
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
for implementing energy management systems and achieving
continuous improvement in energy performance.
The Company has taken many initiatives on improving ergonomics
on the shop oor by revisiting the Ergo assessment in all sites
medium fatigue stations were identied, and the ergonomics
were improved achieving low-risk job stations of 99.6%, thereby
improving productivity and operator morale.
During this year, mock drills and re drills were organized in all
sites to create awareness and test emergency preparedness.
During the year, Ambattur plant won the auto components
sector topper and gold award in the CII EHS Excellence award
presented by Thiru Siva V Meyyanathan, Minister to Government,
Department of Environment & Climate change, Govt of Tamilnadu
for the excellence in implementation of EHS management system.
During this year, the Ambattur plant won the gold award in the
QCFI Tamilnadu chapter for the effective implementation of EHS
systems and practices.
As part of Sustainability initiatives, the energy efciency program
was rolled out involving all stakeholders in the operations as
well as in other areas where 9% energy reduction resulted from
implementing 54 projects across the sites.
VIII Community development and social responsibility
As a responsible corporate citizen, the company engages in social
responsibility and community development activities. This year
the activities were conducted through the internal engagement
of employees and resources, primarily focused on activities that
would help the needy sections of the society as specied in
Schedule VII of the Companies Act, 2013 and the Company’s
CSR policy with a specic focus towards areas surrounding the
company’s plant locations.
The Company views CSR as a powerful opportunity to help
create a positive impact for the future by working together with
communities, Governments, and local bodies to deliver qualitative
social improvement. The Company identies appropriate CSR
projects in line with the Company’s CSR policy and implements
them.
The company had identied various projects towards spending
2% of net prots for the last three years and spent ` 260.21 lakhs
before 31
st
March 2023. However, for ongoing projects an amount
of ` 124.19 Lakhs has been transferred to a separate account.
Out of these ongoing projects, projects worth ` 73.85 Lakhs have
already been executed and the amount has been spent since 1
st
April 2023 till date. The CSR Activities of the Company for the
FY 2022-23 are mentioned in the Annexure - 2 to the director’s
report. The company has identied four primary areas to focus
its CSR activities.
Promoting road safety across India: Improve Road Safety by
creating awareness of Road Safety among various stakeholders
like Drivers from State Transport Undertaking; Technicians from
State Transport Undertaking; Institutional Drivers from various
eets thro’ RTO ofcials; Drivers from various eets at Transport
Nagar across Pan India.
Topics covered like Do and Don’ts while driving, awareness of
the safety system available on the vehicle, importance of the
maintenance of the key safety system available on the vehicle.
Medical checkups for the targeted participants like eye screening,
BP, and blood sugar level
88 Road Safety Awareness refresher events at 61 Cites of India
covered 3268 drivers and 1832 technicians and 5100 beneciaries
went through medical checkups.
30 RPAS (Reverse Parking Assistance System) working models
handed over to RTOs and STUs Driver Training Center during the
course of training
Community Service: Various community services were
undertaken including health checks for drivers during their training
programs, upgrading the infrastructure facilities of Primary Health
Care Centers, Hospital facilities upgradation, Government School
building renovations, and toilet renovations of the Government
schools and other women welfare-oriented projects, road safety
infrastructure in and around the plant locations, etc.
The Trauma & Emergency ward of Chengalpattu Medical College
Hospital needed critical equipment like an Ultrasonography
machine, ECG, and multichannel monitors, and hence the
Company supported them. The Primary Health Centre of
Maraimalai Nagar, Chengalpattu district, was supported with
equipment like an ECG machine, Vaccine storage refrigerator
& freezer, Foetal doppler, and Glucometers. This PHC was also
supported with desktop computers, printers, and tabs for the
digitalization of patients’ data. Also, this PHC is installed with
5kVA Solar Power for green energy.
The Primary Health Centre of Ulandhai, Thiruvallur district was
supported with an ECG machine, Debrillator, Vaccine storage
refrigerator, Dressing trolleys, Delivery instrument kits, and Foetal
dopplers. The examination room for post-delivery patients was
made by room partitions thereby giving privacy to the patients.
Also, this PHC is installed with 3kVA Solar Power for green energy.
The Primary Health Centre of Vidayalur (Perumbakkam) was
supported with semi-automated biochemical analyzer for blood
tests of the patients.
The Government higher secondary school, Athipet, Chennai did
not have a proper toilet facility and both the boys and girls of the
school were facing hardship for the wash facilities and so the
Company renovated the toilet for both the boys and girls and
now good sanitation facilities have been provided to the school
children.
The Anganwadi school located at Barabanki, Lucknow, was
very badly damaged and posed a safety threat to the school
children. So the Company demolished the damaged building and
constructed a new building for the Anganwadi children.
The Junior high school, located at Barabanki was supported by
the renovation of the toilet, furniture for two classrooms, and
boundary wire meshing to prevent stray animals’ entry.
To support the women’s welfare, the Company constructed a new
toilet facility along with a drinking water facility at Mahila Thana,
Barabanki to support the deprived women society who comes
for counseling at Mahila Thana.
Employability & skill enhancement through partnerships with
educational institutions :
Centre of Excellence: In line with the recent trends in Industry 4.0,
Smart factory initiatives, following CoE were set-up to enhance
students’ skills and make them better employable
SRM IST: CoE on Smart factory –
3 Batches of training to external employees -Total 60 from May
to Nov 2022
37
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Training on concepts and visit to the CoE for demonstration
Credit course started for SRM students on IoT – made mandatory
from the 2023 academic year
Chennai Institute of Technology –
CoE set-up in Electronics hardware and embedded technology.
Summary of activities (Apr 2022 – Mar 2023)
IX Financial Statement
` in lakhs
Particulars
Standalone Consolidated
Year ended
31.03.2023
Year ended
31.03.2022
Year ended
31.03.2023**
Year ended
31.03.2022*
Revenue from Operations 344,458.60 254,335.39 344,424.53 254,335.39
Other Income 6,701.31 3,752.92 6,698.21 3,752.92
Total Income 351,159.91 258,088.31 351,122.74 258,088.31
Prot before interest depreciation and tax 53,731.74 29,007.64 53,733.88 29,007.64
Finance Costs 566.54 190.18 566.54 190.18
Depreciation 10,476.38 9,243.17 10,477.68 9,243.17
Prot before tax 42,688.82 19,574.29 42,689.66 19,574.29
Provision for taxation (including deferred tax and
tax relating to earlier years)
10,921.48 5,366.85 10,922.48 5,366.85
Prot after tax 31,767.34 14,207.44 31,767.18 14,207.44
Other Comprehensive Income / (Loss) for the year
net of tax
12.69 (353.58) 12.69 (353.58)
Total Comprehensive Income for the year Net of
Tax
31,780.03 13,853.86 31,779.87 13,853.86
* Consolidation of nancials for FY 2021-22 was considered for 3 months since incorporation of Wholly owned subsidiary (ZF CV Control
Systems Manufacturing India Private Limited) w.e.f. 5
th
January 2022.
** Consolidation of nancials for FY 2022-23 is considered for 15 months audited statements, as rst nancial year is ending on 31
st
March 2023 for the Wholly owned subsidiary Company (ZF CV Control Systems Manufacturing India Private Limited).
X 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.
6 Student batches trained on basics of IOT and embedded
technology – approx. 1000 students (Apr2022 – Mar 2023)
2 Batches of other colleges also trained – around 500 students
Awareness to 11
th
and 12
th
students – around 3000 students (8
hours)
38
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
MESSAGE ON SUSTAINABILITY FROM MD’S DESK
Dear Stakeholders,
I am delighted to share the company’s Business Responsibility and Sustainable Report for the FY 2022-23. Sustainability
is at the core of ZF CVCS’s business conduct and the past year has been an eventful year as we continue with our
commitments on working progressively towards achieving the Company’s target of 100% clean energy consumption by
2030 and full climate neutrality by 2040. The Company’s sustainability motto “Acting Now” goes beyond the spectrum
of climate action and environmental protection by extending the focus on creation of positive impacts on people and
delivering lasting values.
To align with our group’s target and be at the forefront of climate action and the nation’s net-zero goal, we have increased
our renewable energy consumption from 2% to 14% in the current reporting period through various interventions
such as solar rooftop and third-party purchase of solar energy. Moreover, with our continued eorts towards energy
eciency, we have been able to conserve our energy by 8%.
Furthermore, we strive towards optimal utilisation of resources, minimisation of waste, recycling of materials as part of
the circular economy approach. Notably, the installation of eco nozzles across our canteens reduced water consumption
by 60% during FY 2022-23. Besides, ZF CVCS is proactive in reusing the plastics waste, usage of recycled inputs in its
products and follows stringent waste management procedures across the plants and facilities.
ZF CVCS renders high value to stakeholders at large and pioneers in technological advancements by integrating
our automotive components through connected systems with digital and electronic applications to enable vehicles to
See, Think and Act thereby increasing the Safety and eciency of our products. ZF CVCS takes pride in delivering
safe, ecient, and outstanding products and services, and is determined to take focused steps toward building a
sustainable, responsible, and protable business for our stakeholders.
To accelerate sustainability and our focus towards Climate neutrality, ZF CVCS will adopt key strategic interventions
on our material topics in a phased manner.
39
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
HIGHLIGHTS
BRSR OVERVIEW:
Principle 1- Ethics
100% Board of directors and KMPs have undergone awareness
program on the 9 NGRRC principles and Sustainebility
0 no. of. monetary / non-monetary nes, penalty and charges
Principle 2- Product Stewardship
LCA - Life cycle assessment (cradle to grave analysis) conducted
for Pressure test connector, E compressor, Clutch near cylin-
der, Air Reservoir, Lift axle quick release valve, Tandem Master
Cylinder, Compressor.
Principle 3- Employee Well being
0.0 Lost Time Injury Frequency Rate for employees
0.12 Lost Time Injury Frequency Rate for workers
100%
of Employees provided with health insurance, accidental
insurance and paternity benets.
100%
of the plants and ofces assessed for Health and safety
practices
Principle 4- Stakeholder Engagement
Stakeholder survey was conducted across the key stakeholder
groups to identify key material topics for ZF CVCS India in the
current reporting period.
Principle 5- Human Rights
0 Child labour, Forced/involuntary labour, Sexual harassment,
Discrimination at workplace and wages issue
Principle 6- Environment
114746 Giga Joules of energy utilised in FY23
86668 Kilo litres of water consumed in FY23
20851
Metric tonnes of CO2 equivalent of green house gas
emitted in FY23
Principle 7- Public Policy Advocacy
0
case led regarding unfair trade practices and anti-competitive
behaviour
9 associations in which ZF CVCS actively participates and engages
responsibly for policy advocacies, welfare and development of
chemical sector as whole
SECTION A – General disclosures
SECTION B – Management and process disclosures
SECTION C – Principle-wise performance disclosure
Principle 1 Businesses should conduct and govern
themselves with integrity and in a manner
that is ethical, transparent, and accountable
Principle 2 Businesses should provide goods and
services in a manner that is sustainable and
safe
Principle 3 Businesses should respect and promote the
well-being of all employees, including those
in their value chains
Principle 4 Businesses should respect the interests of
and be responsive to all its stakeholders
;Principle 5 Businesses should respect and promote
human rights
Principle 6 Businesses should respect and make efforts
to protect and restore the environment
Principle 7 Businesses, when engaging in inuencing
public and regulatory policy, should do so in
a manner that is responsible and transpar-
ent
Principle 8 Businesses should promote inclusive growth
and equitable development
Principle 9 Businesses should engage with and provide
value to their consumers in a responsible
manner
Principle 8- Community
13% Directly sourced from MSMEs / small producers
54% Sourced directly from within the district and neighboring dis-
tricts of ZF’s operations
Principle 9- Customer relations
0 Forced Recall of product
23% Products carry information about safe and resposible usage
40
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
SECTION A: GENERAL DISCLOSURES
Details
1. Corporate Identity Number (CIN) of the Listed
Entity
L34103TN2004PLC054667
2. Name of the company ZF Commercial Vehicle Control Systems India Limited
('ZF CVCS')
3. Year of incorporation 2004
4. Registered oce address Plot No.3, (SP) III Main Road, Ambattur Industrial Estate,
Chennai - 600 058.
5. Corporate address Plot No.3, (SP) III Main Road, Ambattur Industrial Estate,
Chennai - 600 058.
7. Telephone +91 044 4224 2000
8. Website
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
9. Financial year for which reporting is being done 2022-2023
10. Name of the Stock Exchange(s) where shares
are listed
BSE Limited and National Stock Exchange of India
Limited
11. Paid-up Capital INR 948.38 Lakhs
12. Name of contact details of the person who may
be contacted in case of any queries on the
BRSR Report
M. Muthulakshmi
Phone: +91 44 4244 9514
E-mail: [email protected]
13. Reporting boundary Standalone (Only for ZF CVCS India Ltd)
Products and Services
14. Details of business activities (accounting for 90% of the turnover):
S. No. Description of Main Activity Description of Business Activity % Of Turnover of the entity
1 Manufacturing of Automotive
components
Air assist and full air actuation
and accessories systems
78.32%
2 Spares Spares 12.46%
3 Software services / Research and
development / Business services
Software services / Research and
development / Business services
8.41%
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S. No. Product/Service NIC Code % Of total Turnover contributed
1 Automotive components and spares 29301 90.80%
Operations
16. Number of locations where plants and/or operations/oces of the entity are situated:
Location Number of Manufacturing Unit(s) Number of oce(s) Total
National
5 2 7
International
* ZF CVCS does not have any international locations
The Company’s manufacturing locations are located in:
i. Chennai: Plot No. 3, (SP) III Main Road, Ambattur Industrial Estate, Chennai 600058
ii. Jharkhand: Large Sector, Adityapur Industrial Area, Gamharia, Seraikella-Kharsawan District, Jharkhand 832108
iii. Mahindra World City: Unit - 1 & Unit - 2 at: Plot No. AA8, Central Avenue, Auto Ancillary SEZ, Mahindra World City,
Natham Sub-Post, Chengalpet, Kancheepuram District 603002
iv. Pantnagar: Plot No.11, Sector 4, SIDCUL, IIE Pantnagar, Udham Singh Nagar, Uttarakhand - 263 153
v. Lucknow: KH 159-162, 164 Village Dhakauli Nawabganj, Barabanki Dewa Road, Somaiya Nagar, Barabanki, Lucknow,
Uttar Pradesh 225 123
The Company has its ZF IT Center India and Technology Center Chennai situated at Porur, Chennai
41
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
17. Markets served by the entity:
The company operates in the following markets mentioned below:
a. Number of locations
Locations Number
National (No. of States) National- The Company operates across 28 states and 8 union territories
International (No. of Countries) We export to 12 countries across the Americas, Europe, Asia and Africa
b. What is the contribution of exports as a percentage of the total turnover of the entity?
32.2%
c. A brief on types of customers
The Company has categories namely Automotive Original Equipment Manufacturer (OEMs),
distributors, government agencies and retailers
Apart from conventional vehicles control systems, the company focuses on the elds of electric mobility, autonomous
driving, connected solutions, electronics and embedded software.
Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including dierently abled):
S.
No.
Particulars Total
(A)
Male Female
No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 1724 1467 85% 257 15%
2. Other than Permanent (E)
0 0 - 0 -
3. Total employees (D + E) 1724 1467 85% 257 15%
WORKERS
4. Permanent (F) 457 451 99% 6 1%
5. Other than Permanent (G) 3191 2901 91% 290 9%
6. Total workers (F + G) 3648 3352 92% 296 8%
b. Dierently abled Employees and workers:
Dierently abled employees
S.
No
Particulars Total (A) Male Female
No. (B) % (B / A) No. (C) % (C / A)
1. Permanent (D)
1 0 - 1 100%
2. Other than Permanent (E) 0 0 - 0 -
3. Total dierently abled employees
(D + E)
1 0 - 1 100%
Dierently abled workers
4. Permanent (F)
0 0 - 0 -
5. Other than permanent (G)
8 7 88% 1 13%
6. Total dierently abled workers
(F + G)
8 7 88% 1 13%
42
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
19. Participation/Inclusion/Representation of women
Total (A) No. and percentage of Females
No. (B) % (B / A)
Board of Directors 6 1 17%
Key Management Personnel 3 1 33%
20. Turnover rate for permanent employees and workers
(Disclose trends for the past 3 years)
FY 2022-23 FY 2021-22 FY 2020-21
Male Female Total Male Female Total Male Female Total
Permanent
Employees
12% 2% 14% 6.6% 1% 7.6% 4.2% 1% 5.2%
Permanent
Workers
1% 0% 1% 2% 0% 2% 2% 0% 2%
Holding, subsidiary and associate companies (including joint ventures)
21. (a) Names of holding / subsidiary / associate companies / joint ventures
S. No.
Name of the holding /
subsidiary / associate
companies / joint
ventures (A)
Indicate whether
holding/ Subsidiary/
Associate/ Joint
Venture
% Of shares
held by
listed entity
Does the entity indicated at column
A, participate in the Business
Responsibility initiatives of the listed
entity? (Yes/No)
1
ZF Friedrichshafen AG
Ultimate holding
company
75%
-No-
2 WABCO Asia Pvt Ltd,
Singapore
Holding company 75%
3 ZF CVCS Manufacturing
India Pvt Ltd
Wholly owned
subsidiary
100%
CSR
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) - Yes
(ii) Turnover (in Rs.) - INR 3,444.59 Cr.
(iii) Net worth (in Rs.) - INR 2,409.12 Cr.
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct:
Overview of the entity’s material responsible business conduct issues
43
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Stakeholder
group from whom
complaint is
received
Grievance
Redressal
Mechanism in
Place (Yes/No) (If
yes, then provide
web-link for
grievance redress
policy)
FY 23
Current Financial Year
FY 22
Previous Financial Year
Number of
complaints
led during
the year
Number of
complaints
pending
resolution at
close of the
year
Remarks Number of
complaints
led during
the year
Number of
complaints
pending
resolution at
close of the
year
Remarks
Communities No Nil Nil - Nil Nil -
Shareholders and
Investors
Yes
#
1 1
All
complaints
have
been duly
addressed
and resolved
1 1
All complaints
have been duly
addressed and
resolved
Employees and
workers
Yes Nil Nil - Nil Nil -
Customers Yes
&
Nil Nil - Nil Nil -
Value Chain
Partners
Yes* 1 1 - 1 1 -
Other (please
specify)
- - - - - - -
Note:
*Whistle blower policy:
The Whistle blower mechanism provides a platform enabling employees, trainees, directors and Vendors of the Company,
to report genuine concerns, unethical behaviour, actual or suspected fraud, violation of Company’s Insider Trading Code,
any unlawful act or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against
victimization of the whistle blower and also provides for direct access to the Chairman of the audit committee in appropriate
orexceptionalcasesorchiefethicsoceroftheCompanyasthecasemaybetoreportanyconcernsorunethicalactivities.
Further individual policies by and large prescribe grievance redressal mechanisms for the concerned stakeholders.
Weblink:
https://www.zf.com/master/media/corporate/m_zf_com/company/bonds_relations_/wabco_india_ir/18_policies_and_code_of_conduct/05-WABCO-India-Whistle-Blower-Policy.pdf
&
Customer satisfaction survey is conducted annually through which customer grievances are taken in the form of feedback.
#
Mechanism in place such as SEBI SCORES platform, stock exchanges.
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html
44
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
24. Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk
along-with its nancial implications, as per the following format
S.
No.
Material
identied
issue
Indicate
whether
risk or
opportunity
(R/O)
Rationale for identifying the
risk / opportunity
In case of risk, approach to
adapt or mitigate
Financial
implications
of the risk or
opportunity
(Indicate
positive or
negative
implications)
1
Health &
Safety
R
As an OEM organization,
we accord top priority to
Occupational Health and
Safety and have zero tolerance
towards any incidences related
to it. Our goal is to build an
accident-free organisation,
so that our employees can
work comfortably in a safe
and healthy environment.
The exposure of employees
into the risk area makes
them vulnerable to adverse
incidents.
The organization provides
periodic safety trainings to
promote employee wellbeing
and to ensure safety at the
workplace. The Company, as part
of EHS management system, has
introduced SHE FMEA (Safety,
Health & Environment Failure
ModeandEectanalysis).SHE
FMEA is a methodology that
identieshazardandassess
risk and is adopted to cover all
activities & processes for the
routine and non-routine activities in
normal, exceptional & emergency
situations and to identify the failure
mode with respect to EHS. It also
addresses the gaps because it
is a quantitative risk assessment
methodology.
Negative
2
Ethical
Business
Practices
O
Ethical business practices form
the core of our business. The
company’s code of conduct
clearly states the necessary
compliance requirements
and guidelines for internal
stakeholders to perform the
duties with highest standard of
integrity and accountability.
• Annual employee and director
certicationwiththeCodeof
Conduct
• Annual Ethics Training program
• Resolution of employee or third
party complaints via Ethics
Council investigations
• FCPA audits are periodically
conducted at sites to determine
compliance with applicable
anti-bribery regulations
• Quarterly representations
duringglobalnancialAudit
Negative
3
Energy
Management
O
Diligent Energy Management
in all usage areas will enable
reduction in energy costs and
helps to conduct business in
anecientandsustainable
manner.
Energy mapping in all areas and
8% energy savings in every year
can be achieved with implementing
the improvements.
Positive
4
Risk
Management
O
Risk Management aids in
identication,evaluationand
mapping the risk based on
severity to prevent, control
and mitigate through means of
properlydenedframework.
The Board has constituted a Risk
Management Committee to review
the aspects of risk management
periodically, to ensure that
executive management reviews
and controls risk through means
ofaproperlydenedframework.
There are 52 potential risks
identiedandmitigationmeasures
are periodically checked by
the internal audit team and are
communicated to the Board of
Directors
.
Negative
45
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
S.
No.
Material
identied
issue
Indicate
whether
risk or
opportunity
(R/O)
Rationale for identifying the
risk / opportunity
In case of risk, approach to
adapt or mitigate
Financial
implications
of the risk or
opportunity
(Indicate
positive or
negative
implications)
5
Water
Stewardship
O
Water is a critical element in
our operations and its seen as
an opportunity to judiciously
use our water resources and
minimize our water costs.
Monitoring of Water consumption
and yearly reduction of water
consumption by 2%
Negative
6
Emissions
Management
O
The organization is committed
towards reducing its corporate
carbon footprint and aims to
achieve this by reduction and
substitution. It is currently in
the process of evaluating their
emissions and works to adhere
to the national and international
goals of reducing carbon
emissions
EnergyEciencyandavoidance
of energy consumption are the
top priority. A secondary focus
is the transformation of energy
consumption from fossil fuels
to renewable resources, or a
corresponding technology shift.
city is in pipeline
Positive
7
Labour
Practices
and D&I
R
Labour Practices and D&I are
fundamental to the success
of the organization. Unrest
in workforce can lead to
disruption in the operations
creatingnancialimpacts.
Additionally, companies
infrastructure and other
resources are prone to risk as
a consequence of sabotage or
criminal act.
There are periodic meetings held
between the Union members and
the site leaders. Weekly call is
also arranged between the Site
HR team and the Central team
involving HR leader for operations.
Monthly HR reviews are held which
covers labour relations aspects,
chaired by the India HR Leader.
Negative
8
Waste
Management
R
Improper handling of the
hazardous substance can
result in deterioration of natural
resources and environment.
Ethical, reputational and legal
risks arise owing to the adverse
impactsontheoraandfauna
caused by the ecosystem
damage. (Check whether this is
suitable to be replaced)
All manufacturing sites are ISO
14001certied(environmental
certication)forcompliance.
Hazardous waste is packed, stored
in dedicated area and disposed in
safe manner through government
authorized agencies
Negative
46
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
SECTION B – MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the National
Guidelines on Responsible Business Conduct (NGRBC) Principles and Core Elements of administering responsible activity.
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of
CorporateAairshasadoptednineareasofBusinessResponsibility.Thesebrieyareasfollows:
Principle 1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical,
transparent, and accountable
Principle 2 Businesses should provide goods and services in a manner that is sustainable and safe
Principle 3 Businesses should respect and promote the well-being of all employees, including those in their value
chains
Principle 4 Businesses should respect the interests of and be responsive to all its stakeholders
Principle 5
Businesses should respect and promote human rights
Principle 6 Businesses should respect and make eorts to protect and restore the environment
Principle 7 Businesses, when engaging in inuencing public and regulatory policy, should do so in a manner that is
responsible and transparent
Principle 8
Businesses should promote inclusive growth and equitable development
Principle 9 Businesses should engage with and provide value to their consumers in a responsible manner
Disclosure Questions
P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Disclosures
1.
a)
Whether your entity’s
policy/policies cover each
principle and its core
elements of the NGRBCs.
(Yes/No)
Y Y Y Y Y Y Y Y Y
b)
Has the policy been
approved by the Board?
(Yes/No)
Y Y Y Y Y Y Y Y Y
c)
Web Link of the Policies, if
available
ZF Friedrichshafen AG Group's Code of conduct policy covers the various principles of the 9
NGRBC’s principles.
Weblink:
Code of Conduct :
https://www.zf.com/master/media/corporate/m_zf_com/company/corporate_governance/compliance/coc_all_languages/1_ZF_Compliance_Code_of_Conduct_EN.pdf
Business Partner Principles:
https://www.zf.com/master/media/corporate/m_zf_com/company/corporate_governance/compliance/zf_bpc_en.pdf
ZF CVCS Investor Relations:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html#policiesandcodeofconduct_acc_657742_0
2. Whether the entity has translated
the policy into procedures. (Yes
/ No)
Y Y Y Y Y Y Y Y Y
3. Do the enlisted policies extend to
your value chain partners? (Yes/
No)
Y Y Y Y Y Y Y Y Y
4. Name of the national and
international codes/certications/
labels/ standards (e.g. Forest
Stewardship Council, Fairtrade,
Rainforest Alliance, Trustea)
standards (e.g. SA 8000, OHSAS,
ISO, BIS) adopted by your entity
and mapped to each principle.
The Company has installed product safety management systems to ensure the safety
characteristics 1 and 2 part of International Automotive Task Force (IATF) 16949 are met.
ISO45001:2018certied(OccupationalHealthandSafety):AllmanufacturingFacilities
ISO14001:2015certied(EnvironmentManagementSystem):AllManufacturingFacilities
ISO50001:2015certied(EnergyManagementSystem):ManufacturingfacilitiesinChennai,
Jharkhand and Lucknow
The Company is also ISO 27001 to safeguard organisation data against security threats
47
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
5. Specic commitments, goals
and targets set by the entity with
dened timelines, if any.
•
The Company has committed to be carbon neutral by 2040 and use 100%
renewable energy by 2030.
•
Zero Accident
•
To achieve carbon neutrality the company will aim to reduce its Scope 1 & 2
emissionsby2%yearonyearcomparedto2020.Afocusedeortonenergy
reduction initiatives, increase our renewable energy use by 5% year on year and
reduce waste by 5% year on year
6. Performance of the entity against
the specic commitments, goals,
and targets along-with reasons in
case the same are not met.
In the current reporting period, our renewable energy consumption has increased from 2%
to 14% as a result of increased solar energy adoption. Further, through our Y-o-Y initiatives
aroundenergyeciency,8%reductioninenergyconsumptionwasachieved.Froma
perspective of water conservation eco nozzles were installed across canteens that reduce
around 60% of water consumption.
TheCompanyintendstocontinuouslymonitortheperformanceagainstspeciccommitments
set out above and report in the forthcoming years against those targets.
Governance Leadership and Oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and
achievements (listed entity has exibility regarding the placement of this disclosure) Please Refer page 2
8. Details of the highest authority
responsible for implementation
and oversight of the Business
Responsibility policy (ies).
The Company monitors the implementation of the business responsibility policies through
a leadership team chaired by the Managing Director. Regular discussions are conducted to
discuss the Environment, Social and Governance aspects
9. Does the entity have a specied
Committee of the Board/ Director
responsible for decision making
on sustainability related issues?
(Yes / No). If yes, provide details.
Yes, the Company has a leadership team responsible for decision making on sustainability
related topics. The team periodically discusses, reviews the issues and monitors the action
plan. The team is chaired by the Managing Director along with the functional heads.
Further the Risk management committee of the company is entrusted with the assessment of
ESG risks and opportunities on periodic manner.
Policy and management processes
10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken by
Director / Committee of the Board/ Any other
Committee
Frequency (Annually (A)/ Half yearly(H)/
Quarterly(Q)/ Monthly (M) / Weekly(W))
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against
above policies and
follow up action
Y Y Y Y Y Y Y Y Y H A M Q Q M A W M
Compliance
with statutory
requirements of
relevance to the
principles and,
rectication of any
non-compliances
Y Y Y Y Y Y Y Y Y H A M Q Q M A W M
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/
No). If yes, provide the name of the agency.
The internal audit team at the company conducts periodic reviews of the company policies.
Somepoliciese.g.HealthandSafetyandQualityaresubjecttobothinternalandexternalauditsasamandateforcertication
process (ISO 45001, ISO 14001, ISO 50001, etc.) to evaluate the ideal working of the policies.
ThecerticationprocesswascarriedoutbyDNVwhichisanaccreditedthird-partycerticationbody.Noindependentassessmentof
policies has been completed as yet.
48
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles
material to its business (Yes/No)
Not Applicable
The entity is not at a stage where it is in a
position to formulate and implement the policies
on specied principles (Yes/No)
The entity does not have the nancial or/human
and technical resources available for the task
(Yes/No)
It is planned to be done in the next nancial
year (Yes/No)
Any other reason (please specify)
SECTION C – PRINCIPLE WISE PERFORMANCE DISCLOSURE
Principle 1 – Businesses should conduct and govern themselves with integrity, and in a manner that is ethical, transparent, and
accountable
The Company has earned the recognition and trust of its customers through its responsible corporate governance, compliance, and
outstanding products and services. The goal is to continue doing ethical business with integrity and transparency. Regarding employee
ethical and responsible behaviour, the ZF Code of Conduct is a key element which provides guidance regarding principles of ethically sound
behaviour in day to day activities and with business partners. ZF’s Business Partner Principles require all suppliers and service providers to
commit to abiding by law and relevant regulations at all locations worldwide. Suppliers and service providers must ensure that human rights
are respected and human dignity is protected, for example, in all business processes.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during the nancial year:
Segment Total number
of training and
awareness
programmes
held
Topics/principles covered under the training and its
impact
% of persons in respective
category covered by the
awareness programmes
Board of
directors
6 During the year, the Board of Directors and KMPs of the
organisation spent approximately 30 hours on various
familiarisation programmes comprising of Policy
formation & Policy Deployment, Business, Regulations,
Economy and Environmental, Social and Governance
parameters.
In addition, a monthly Town Hall Meeting was held with
all the board members, KMPs & Employees to share the
developments in the business and future goals.
100%
Key managerial
personnel
3 During the year, KMPs of the organisation spent
approximately 30 hours on awareness programmes
namely Policy formation & Policy Deployment,
Business, Regulations, Economy and Environmental,
Social and Governance parameters.
There were also part of the monthly Town Hall Meeting
with all the board members, KMPs & Employees to
share the developments in the business and future
goals.
100%
49
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Employees other
than BoD and
KMPs
75 All employees of the organisation undergo various
training programmes throughout the year.
The total training man days per employee was 12.
Various key trainings were undertaken during the year
such as:
•
Prevention of Sexual Harassment at the Workplace,
•
Code of Conduct,
•
Emotional Stability & Wellness
•
ZFOce5STraining
•
7 Step lean Methodology
•
JH Awareness training
•
Product Knowledge - Basic and Advanced
•
Low Cost Automation
•
LOTO Awareness
•
SPC
•
FMEA
•
OS & QCPC
•
Internal Auditor Training Program
ISO14001 : 2015, ISO45001:2008
•
MSA
•
Bottleneck Change Management
•
Training on 7QC Tools
•
Leadership Initiative Program
Other trainings included induction programmes for
new recruits, leadership training and modules on soft
skills, programmes on mental and physical well-being,
amongst several others.
100%
Workers 60
Forworkmen,Onthejobtrainingaswellasojob
trainings were given in various topics such as
•
Product Knowledge
•
Awareness 5S Audit
•
Awareness on Quality Defects
•
Waste Management
•
QMS
•
TPM
•
TQM
•
PDI Operators Training
•
Lean Principles (Strengthening Shop Floor
Activities)
•
Awareness on SHE
•
Awareness on ZF PS
•
Awareness on Q Prime
•
7 QC Tools
100%
50
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
2. Details of nes / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the nancial year, in the following format
(Note: the entity shall make disclosures on the basis of materiality as specied in Regulation 30 of SEBI (Listing Obligations
and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
NGRBC Principle Name of the
regulatory/
enforcement agency/
judicial institutions
Amount (In INR) Brief of the Case Has an appeal been
preferred? (Yes/No)
Penalty/ Fine Nil Nil Nil Nil Nil
Settlement Nil Nil Nil Nil Nil
Compounding fee Nil Nil Nil Nil Nil
Non-Monetary
NGRBC Principle Name of the
regulatory/
enforcement agency/
judicial institutions
Amount (In INR) Brief of the Case Has an appeal been
preferred? (Yes/No)
Penalty/ Fine Nil Nil Nil Nil Nil
Settlement Nil Nil Nil Nil Nil
Compounding fee Nil Nil Nil Nil Nil
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision are preferred in cases where
monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Nil Nil
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web link to the policy.
Yes, ZF Group Code of Conduct has covered anti-corruption or anti bribery. Weblink:
https://www.zf.com/master/media/corporate/m_zf_com/company/corporate_governance/compliance/coc_all_languages/1_ZF_Compliance_Code_of_Conduct_EN.pdf
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption.
FY 2022-23 FY 2021-22
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
There have been no complaints against our BOD, KMPs, Employees and Workers.
6. Details of complaints with regard to conict of interest:
FY 2022-23 FY 2021-22
Number of complaints received
in relation to issues of Conict
of Interest of the Directors
Nil Nil
Number of complaints received
in relation to issues of Conict
of Interest of the KMPs
Nil Nil
7. Provide details of any corrective action taken or underway on issues related to nes/penalties/action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conicts of interest.
Not applicable
51
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the nancial year:
Total number of
awareness programmes
held
Topics / principles covered under the training % of value chain partners covered
(by value of business done with
such partners) under the awareness
programmes
5
The Company conducts informative sessions for the
suppliers on the various
general management / quality principles to ensure supply
of quality products.
Some training topics provided are as follows:
Quick response six sigma
8D Analysis
7 Quality Control Tools
Pre-Production Approval Process
Quality Tools
Suppliers
100%
40
Road awareness training sessions and Training on the
product concerning upgradation and use
Customer service team
100%
2. Does the entity have processes in place to avoid/ manage conict of interests involving members of the Board?
(Yes/No) If Yes, provide details of the same.
Yes.TheCompanyhasprocessesinplacetoavoid/manageconictofinterestsinvolvingmembersoftheBoard.TheCode
ofConductpolicyalsohasamentionabouttheactualorpotentialConictofInterestspecicallyoftheBoardMembers
andrecommendstheDirectorsorseniormanagementpersonnelinvolvedinanyconictorpotentialconictsituationsto
exclude themselves from any discussion or decision relating thereto.
Further signed declarations and commitment are received from Board of Directors and Senior Management personnel for
notengagingwithanyactivitiesorintereststhatmaycreateconictwithcompany’sinterest.
Principle 2 – Businesses should provide goods and services in a manner that is sustainable and safe.
TheCompanystrivestomakeadierencebyprotectinglivesandsafeguardingtheenvironmentanditintendstodoso
byoeringourcustomersoutstandingproducts and services that improvevehiclesafetyand eciency.The Company
manufactures and markets conventional braking products, advanced braking systems, and other related air assisted
products and systems which contribute to increase in road safety, reduction in environment pollution and savings in energy
consumption in Medium & Heavy Commercial vehicles
Essential Indicators
1. Percentage of R&D and capital expenditure (CAPEX) investments in specic technologies to improve product
and processes’ environmental and social impacts to total R&D and capex investments made by the entity,
respectively.
FY 23 (Current nancial
year)
FY 22 (Previous nancial
year)
Details of improvements in environmental and
social impacts
R&D
-
- -
Capex 3.3%
1%
FY23:
5% of requirements in MWC plant through green
energy
11.62 lakhs of power saved /year
CO2 reduction by 780 tons
FY22:
8.94 lakhs of power saved /year
CO2 reduction by 706 tons
2.a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) -
Yes. The Organization promotes sustainable sourcing and continually works towards increasing
the value of purchases made from such suppliers. To support sustainable sourcing, we encourage
52
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
our suppliers and vendors to adopt suitable practices in their operations. Integrated supply chain
operations ensure sustainable and best use of available resources. Further, Business Partner Principles
(https://www.zf.com/master/media/corporate/m_zf_com/company/corporate_governance/compliance/zf_bpc_en.pdf)
coversspecicguidelinesthatareagreedtobyoursuppliersaspartoftermsofbusiness.
b. If yes, what percentage of inputs were sourced sustainably?
31% (by input value material sourced) from the perspective of ZF sustainable sourcing standards.
Note: 99% of our suppliers have QMS coverage (this includes ISO 45001, IATF 16949 ,ISO 9001 etc.). Further, 44% of
oursuppliershaveISO140001certicateinplace.
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the
end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
The Company has a robust design to increase the recyclability of its products and minimise the risk to the environment.
The ZF group’s environmental targets consider life cycle aspects of the products during its environmental improvements.
TheCompanyevaluatesrecyclingaspectsintheproductdesign,toensurethereisecientrecyclingofmaterialsthat
are used in operations.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes,
whether the waste collection plan is in line with the EPR plan submitted to Pollution Control Boards?
Extended Producer Responsibility (EPR) is applicable to the Company’s activities as the Company uses plastics for
packaging purposes. The package of the product is designed with recyclability considerations to support waste reduction
plans. Other plastic wastes that are not subject to recyclability considerations are ensured to adhere to the pollution
control board norms.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
NIC
Code
Name of Product /Service % of total
Turnover
contributed
Boundary for
which the Life
Cycle Perspective
/ Assessment was
conducted
Whether
conducted by
independent
external
agency
Results
communicated
in public domain
If yes,
provide
the web-
link.
29301
Pressure test connector, E
compressor, Clutch master
cylinder, Air Reservoir, Lift
axle quick release valve,
Tandem Master Cylinder,
Compressor
25% Cradle-to-grave No No -
2. If there are any signicant social or environmental concerns and/or risks arising from production or disposal of your products /
services, as identied in the Life Cycle Perspective / Assessments (LCA) or through any other means, briey describe the same
along-with action taken to mitigate the same.
Name of Product / Service Description of the risk /
concern
Action Taken
Electric compressor for Electric
vehicles
Fuel consumption
Power reduction has been done in the unloading condition to
reduce the engine fuel consumption to 3 %
Automatic slack adjuster Heat treatment - Nitriding Nitriding heat treatment eliminated
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or
providing services (for service industry).
Indicate input material
Recycled or re-used input material to total material
FY 23(Current nancial year) FY 22 (Previous nancial year)
Aluminium
90% We have set tracking mechanism from
FY23 onwards.
Iron Castings
50%
53
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:
Waste Details
FY 23 (Current nancial year) FY 22 (Previous nancial year)
Reused Recycled Safely
disposed
Reused Recycled Safely
disposed
Plastics (including packaging) 40% (Overall India
business)
92% (Domestic
OE business)
Nil Nil 40% (Overall India
business)
90% (Domestic OE
business)
Nil Nil
E-waste Nil Nil Nil Nil Nil Nil
Hazardous waste Nil Nil Nil Nil Nil Nil
Other waste Nil Nil Nil Nil Nil Nil
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Indicate product category Reclaimed products and their packaging materials as % of total products
sold in respective category
Packaging relating to Air assist and full air actuation
systems
92% (The Company has shifted from single time use cardboard cartons to
collapsible metal-based cartons for packaging. Such collapsible metal-based
cartons are reclaimed from the customers.)
Packaging received from suppliers 90% (The Company has shifted from single time use cardboard cartons to
collapsible metal-based cartons for packaging. Such collapsible metal-based
cartons are reclaimed from the suppliers.)
Principle 3: Businesses should respect and promote the well-being of all employees, including those in their value chains
The Company recognizes that helping employees achieve their full potential is crucial for the organization sustainable growth and
success. The Company is committed to providing equal i.e., merit based opportunities both at the time of recruitment and during the
course of employment irrespective of caste, creed, gender, race, religion, disability etc. At the workplace, the Company is committed
to providing a safe and hygienic environment along with fair wages and focused towards zero occupational injuries and ill health. The
organization has zero tolerance for any kind of workplace harassment, bullying or intimidation, including sexual, physical, verbal and
psychological abuse. It aims to establish an inclusive culture which works for holistic growth of the employee by imparting training for skill
upgradation and competency improvement. Through open communication channels, consultation and engagement with employees, the
organization looks forward to nurturing a culture of mutual responsibility towards health and safety among colleagues, customers and
business partners. The Company has a policy for health and safety and expects its suppliers to adhere to the same rigor. The Company
provides subsidized food to its employees, medical insurance coverage including dependents, and has in-house medical centers with
qualied medical practitioners.The Companyconducts variousprograms concerning wellbeingof employeesand strivesto employ
and empower women employees and fosters a friendly environment through its policy for prevention of sexual harassment and related
grievance redressal mechanisms.
Essential Indicators
1.
a. Details of measures for the well-being of employees.
Category % of employees covered by
Total
(A)
Health insurance Accident
insurance
Maternity benets Paternity benets Day care facilities
Number
(B)
% (B / A) Number
(C)
% (C / A) Number
(D)
% (D /A) Number
(E)
% (E / A) Number
(F)
% (F / A)
Permanent employees
Male 1467 1467 100% 1467 100% 0 - 1467 100% 1467 100%
Female 257 257 100% 257 100% 257 100% 0 - 257 100%
Total 1724 1724 100% 1724 100% 257 15% 1467 85% 1724 100%
Other than Permanent employees
Male 0 0 - 0 - 0 - 0 - 0 -
Female 0 0 - 0 - 0 - 0 - 0 -
Total 0 0 - 0 - 0 - 0 - 0 -
54
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
b. Details of measures for the well-being of workers:
Category % of workers covered by
Total
(A)
Health insurance Accident insurance Maternity benets Paternity benets Day care facilities
Number
(B)
% (B / A) Number
(C)
% (C / A) Number
(D)
% (D / A) Number
(E)
% (E / A) Number
(F)
% (F / A)
Permanent workers
Male 451 451 100% 451 100% 0 - 451 100% 451 100%
Female 6 6 100% 6 100% 6 100% 0 - 6 100%
Total 457 457 100% 457 100% 6 1% 451 99% 457 100%
Other than Permanent workers
Male 2901 2901 100% 2344 81% 0 - 0 - 0 -
Female 290 290 100% 168 58% 290 100% 0 - 0 -
Total 3191 3191 100% 2512 79% 290 9% 0 - 0 -
Note: The above data is for permanent employees and workers.
2. Details of retirement benets.
Benets FY 2022-23 FY 2021-22
No. of employees
covered as
a % of total
employees
No. of workers
covered as a %
of total workers
Deducted and
deposited with
the authority
(Y/N/N.A.)
No. of employees
covered as a % of
total employees
No. of workers
covered as a %
of total workers
Deducted and
deposited with
the authority
(Y/N/N.A.)
PF 100% 100% Y 100% 100% Y
Gratuity 100% 40% Y 100% 36% Y
ESI NA 49% Y NA 66% Y
Others –
please specify
NA NA NA NA NA NA
3. Accessibility of workplaces
Are the premises / oces of the entity accessible to dierently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
The Company strongly believes in equal and fair opportunities to disabled persons. Further, the company commits to assessing the
requirementsandintendstodevelopthepremises/ocesaccessibletodierently abled employees and workers with modications/
constructions compliant with safety regulations and emergency response
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web
link to the policy.
The Company believes that diversity and inclusion enhance our creativity, increase our innovation power, and are key to business
success.Wefosteraculturethatcelebratesdierencesandpromotesindividuality,regardlessofgender,age,ethnicbackground,sexual
orientation, or physical and neurodiversity. The Company provides equal opportunities to all its employees and to all eligible applicants
for employment in the Company. It does not unfairly discriminate on any ground including race, caste, religion, colour, ancestry, marital
status, gender, sexual orientation, age, nationality, ethnic origin, disability or any other category protected by applicable law
Weblink:
https://www.zf.com/master/media/corporate/m_zf_com/company/corporate_governance/compliance/coc_all_languages/1_ZF_Compliance_Code_of_Conduct_EN.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender Permanent employees Permanent workers
Return to work rate % Retention rate % Return to work rate % Retention rate %
Male 100% 100% 100% 100%
Female 100% 100% 100% 100%
Total 100% 100% 100% 100%
55
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If
yes, give details of the mechanism in brief.
(If Yes, then give details of the mechanism in brief)
Permanent workers
Yes,AsperCompanycertiedStandingorderprovidesamechanismtoreceiveand
redress grievances.
The Company has a hotline through which employees could report their concerns
to the management.The Group provides an anonymous grievance mechanism for
compliance breaches on labour related topics and human rights. ZF CVCS's whistle
blower policy provides a ethics hotline number (now available in regional languages)
@ +91-11-71279026 and also at international number @ 0049-30 5892 0101
Other than permanent workers
Permanent employees
Other than permanent employees
7. Membership of employees and workers in association(s) or Unions recognized by the listed entity:
Category FY 2022-23 FY 2021-22
Total
employees
/ workers in
respective
category (A)
No. of employees/
workers in the
respective category,
who are part of the
association(s) or
Union (B)
%
(B/A)
Total employees/
workers in
the respective
category (C)
No. of employees/
workers in the
respective category,
who are part of the
association(s) or
Union (D)
%
(D/C)
Permanent Employees
Male
NA
Female
Workers
Male 451 451 100% 463 463 100%
Female 6 6 100% 6 6 100%
Total 457 457 100% 469 469 100%
* Not applicable to permanent employees as they are not part of Union
8. Details of training given to employees and workers:
Category FY 2022-23 FY 2021-22
Total
(A)
On health and
safety measures
On skill
upgradation
Total
(D)
On health and
safety measures
On skill upgradation
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No.(F) % (F / D)
Employees
Male 1467 1467 100% 1438 98% 1295 1295 100% 1282 99%
Female 257 257 100% 244 95% 192 192 100% 190 99%
Total 1724 1724 100% 1682 98% 1487 1487 100% 1472 99%
Workers
Male 451 451 100% 442 98% 463 463 100% 458 99%
Female 6 6 100% 6 100% 6 6 100% 6 100%
Total 457 457 100% 448 98% 469 469 100% 464 99%
Note: The above data is for permanent employees and workers.
56
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
9. Details of performance and career development reviews of employees and workers:
Category FY 2022-23 FY 2021-22
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male
1467 1467 100% 1295 1295 100%
Female
257 257 100% 192 192 100%
Total 1724 1724 100% 1487 1487 100%
Workers
Male 451 451 100% 463 463 100%
Female 6 6 100% 6 6 100%
Total 457 457 100% 469 469 100%
Note: The above data is for permanent employees and workers.
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, what is
the coverage of such a system?
Yes, At ZF CVCS, the safety, health and well-being of the employees are core values integral to the corporate culture. As a company we
feel responsible for our own employees but also for the people who work with us along the value -added chain safety.The Company has
health and safety management systems as per ISO 45001, Occupational Health and safety management for reduction of occupational
injuries and promoting physical and mental well-being, across all plants covering Design, Development and manufacturing activities
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?
All ZF locations manage their EHS activities in alignment with the global EHA management system. The EHS management system
focuses on preventing and minimizing environmental, health and safety risks. Company, as part of EHS management system, has
introducedSHEFMEA(Safety,Health&EnvironmentFailuremodeandeectsanalysis).SHEFMEAisamethodologythatidenties
hazard and assess risk and is adopted to cover all activities & processes for the routine and non-routine activities in normal, abnormal &
emergency and to identify the failure mode with respect to EHS. It also addresses the gaps because it is a quantitative risk assessment
methodology.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.
Yes, the Company has the Incident reporting system with 12 steps. The employees are empowered to report potential safety hazards
through green fugai tag (safety abnormality tag). The supervisor will upload the green fugai tag (safety abnormality tag) into an online
portal and the respective team will address it. Employees also participate in the Safety suggestion scheme, and they are rewarded for the
participation. They also participate in the Quality circle to identify the EHS issues and help improve it.
d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare services?
Yes,theCompanyhasin-houseOccupationalhealthcentresinallplants.TherearefulltimemedicalocersinAmbattur&MahindraCity
site locations and they can avail services and medicines at free of cost.
11. Details of safety related incidents, in the following format:
Safety incident/number Category FY 2022-23 FY 2021-22
Lost Time Injury Frequency Rate (LTIFR) (per one-
million-person hour worked)
Employees* 0 0
Workers 0.12 0
Total recordable work-related injuries Employees 0 0
Workers 1 0
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or ill-health
(excluding fatalities)
Employees 0 0
Workers 0 0
57
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
All employees engaged in production are mandated to complete 3D safety training, risk assessment (SHE FMEA). This nancial year, as
a proactive measure, The Company introduced another mandatory EHS induction training to empower employees to report incidents and
provide suggestions for improvement through safety kaizens on the shopoor. Ergonomic improvements with the support of engineering
controls were implemented across high and medium risk jobs resulting in improved productivity and operator morale. This was aimed at
reducing employee fatigue. For example, medium fatigue stations were identied for 99.5% low risk jobs.
The Company has also implemented ISO 14001 for Environmental Management system and ISO 45001 for Occupational health and
safety management to ensure our workplaces are safer and healthy. This was rolled out in a systematic manner with a deep understanding
of EMS of the scope and eciency of the EMS. January to March was dedicated to Safety in an eort to enhance safety systems and
raise safety awareness amongst employees. During the year, based on the theme “5S To the next level” as part of ZF integration, the
Company also integrated ZF Production system 5S practices into our system and improved 5S in the shopoor.
Safety & Health awareness programs were organized with the quote ‘Safety should start from home’ at the Ambattur site for employees
and family members to increase awareness on themes like safety at home, happy home and prevention of lifestyle diseases among
women & women security.
This was followed by competitions organised for employee spouses and kids related to the theme which received an overwhelming
response. Approximately 500 family members participated in this event which was followed by a health camp organised for the family
members.
13. Number of complaints on the following made by employees and workers
FY 2022-23 FY 2021-22
Filed during
the year
Pending resolution
at the end of year
Remarks Filed during
the year
Pending resolution
at the end of year
Remarks
Working conditions 0 0 - 0 0 -
Health & safety 0 0 - 0 0 -
14. Assessments for the year
% of your plants and oces that were assessed (by entity or statutory
authorities or third parties)
Health and safety practices 100%
Working conditions 100%
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on signicant
risks/concerns arising from assessments of health & safety practices and working conditions.
Nosignicantrisk/concernswereraisedbystatutoryauthorities.Wealsohaveaninternalsystemtohaveroutineauditsontheshopoor
and the gaps are addressed.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B)
Workers (Y/N).
Yes, the extended life insurance is covered both for the employee as well as the workers.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners.
The Company has safeguards and checks and balances in place to determine if the statutory dues have been deducted and deposited
with respect of value chain partners to the extent applicable.
3. Provide the number of employees / workers having suered high consequence work- related injury / ill-health / fatalities (as
reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family
members have been placed in suitable employment:
58
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Total no. of aected employees/ workers No. of employees/workers that are
rehabilitated and placed in suitable
employment or whose family
members have been placed in suitable
employment
FY 23 (Current
nancial year)
FY 22 (Previous
nancial year)
FY 23 (Current
nancial year)
FY 22 (Previous
nancial year)
Employees 1 0 0 0
Workers 0 0 0 0
4. Does the entity provide transition assistance programs to facilitate continued employability and the
management of career endings resulting from retirement or termination of employment? (Yes/ No)
Yes, on case to case basis.
5. Details on assessment of
value chain partner:
Details on assessment of value chain partners: % of Tier 1 Suppliers and Customers (by value of business
done with such partners) that were assessed
Health and safety practices For suppliers: 32% (Overall Approved suppliers PM - 148; ISO
45001Certicatesinplace-48)
Working Conditions For Customers: 85% (The customers TATA, Ashok Leyland, VECV
and DICV with whom we are having
85%ofbusinessareISO45001/OHSAS18001Certied.
6. Provide details of any corrective actions taken or underway to address signicant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
None
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders
The Company is a part of the Commercial Vehicle Solutions (CVS) division of the ZF Group. The vision of the company is
to help shape the future of commercial transport systems in India. By leveraging synergies with ZF group the Company is
uniquelypositionedtooerthenextgenerationofsolutionsandservicesforcommercialvehiclesandeetsinIndiaand
theworldover.TheCompanythroughitsproductsandserviceswillsupporttomakethemmoreecient,safe,connected,
intelligent and automated. Under the umbrella of ZF’s Vision for Next Generation Mobility, the Company leverages its
capability to innovate, integrate and advance CV vehicle controls systems and set the pace to address the challenges
of the commercial transportation industry in India, thereby creating sustainable value for the customers, employees and
stakeholders. By mobilizing commercial vehicle intelligence, the Company contributes to ZF Group’s ‘Next Generation
Mobility’ corporate strategy.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
A Core Stakeholder is any individual or group of individuals or institutions that adds value to the business chain of the
corporationorismateriallyaectedbyentity’sdecision.TheCompanyisinthebusinessofprovidingvehicleactuation
systems for commercial vehicles and is aware that the products and services directly impact various stakeholders which
includes users of commercial vehicles, its vendors, customers, community at large and investors. At present, the given
stakeholdergroupsidentied have immediateimpact onthe operations andworking ofthe company.At ZFCVCS,we
recognize stakeholder engagement as an integral part of our operations. We strive to create long-term sustainable value
for all our stakeholders including employees, customers, investors, suppliers, and communities. In order to do so, we
regularly engage and collaborate with our stakeholders to develop an understanding of their needs and expectations. Thus,
the company has programmes to directly interact with the stakeholders and provide value through economic returns and
training to improve awareness thereby improving safety on roads and ergonomics
59
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
2. List stakeholder groups identied as key for your entity and the frequency of engagement with each stakeholder
group.
Stakeholder
group
Whether identied
as vulnerable &
marginalised group
(Yes/No)
Channels of communication
(Email, SMS, Newspaper,
Pamphlets, Advertisement,
Community meetings, Notice
board, Website), Other
Frequency of
engagement
(Annually/ half-
yearly/ quarterly
/ others – please
specify)
Purpose and scope of
engagement including
key topics and concerns
raised during such
engagement
Employees No
Intranet Portal, Senior Leader’s
Communication / Talks/ Forums,
TownHallbriengs,Emails,Regular
Employee Communication Forums
Ongoing Employee engagement
activities, Training,
awareness and welfare
programmes, Brand
communication, Health,
Safety and Engagement
initiatives
Shareholders/
Investors
No
Email, Newspaper, Advertisement,
Website, Annual General Meeting,
shareholder meets, email, Stock
Exchange (SE) intimations, investor
/ analysts meet / conference calls,
Annual report, quarterly results and
investor meetings / conferences,
media releases, Company website,
Ongoing Share price appreciation,
dividends,protabilityand
nancialstability,robust
ESG practices, climate
change risks, cyber risks,
growth prospects
Customers No
On a need basis through multiple
channels like physical, digital, etc.
Ongoing Product quality
and availability,
responsiveness to
needs, aftersales service,
responsible guidelines /
manufacturing, climate
change disclosures,
life cycle assessment,
Business related
discussions, Awareness
and training programmes,
workshops and seminars.
Channel
Partners and
Key partners
No
On a need basis through multiple
channels like physical, digital, etc.
Ongoing Business related
discussions, awareness
and training programmes,
workshops and seminars.
Communities
and NGOs
No
Meets (of community / local
authority), community visits and
projects, partnership with local
charities, volunteerism, seminars /
Conferences, Community surveys
and consultations, CSR Initiatives,
Community Events
Ongoing Community development,
Self-sustainability,
Livelihood support,
Disaster relief
Suppliers No
Supplier and Vendor meets, Face-to-
face and electronic correspondence ,
Supplier Audits
Ongoing Quality, timely delivery
and payments,
ESG consideration
(sustainability, safety
checks, compliances,
ethical behaviour), ISO
and OHSAS standards,
collaboration and
digitalisation opportunities
60
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the board on economic, environmental, and
social topics or if consultation is delegated, how is feedback from such consultations provided to the board.
The Company regularly interacts with key stakeholders i.e. investors, customers, suppliers, employees, etc. Engagements
with the relevant stakeholders by the Company are discussed with the Board on the varying topics of economic,
environmental and social issues on a regular basis. Further, various aspects of the risk related to ESG are discussed in
our risk management committee.
2. Whether stakeholder consultation is used to support the identication and management of environmental, and
social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on
these topics were incorporated into the policies and activities of the entity.
The Company believes in continuous improvement in its objective to achieve sustainability under the environment, social
and governance aspects. The Company conducted a stakeholder surveys to identify material issues covering the aspects
ofenvironmental,socialandgovernance.Basedontheinputs,theCompanyidentiedkeymaterialtopicsasfocusareas
from ESG perspective to improves and revises the policies and activities to better address the key developments across
theidentiedtopic.
3. Provide details of instances of engagement with, and actions are taken to, address the concerns of vulnerable/
marginalised stakeholder groups.
The Company promotes equal opportunities to the vulnerable / marginalised stakeholder groups. The Company conducts
training and development camps for drivers, to promote awareness on road safety. The Company also facilitates health
check-ups and supplies medical equipment to hospitals to provide health care support to marginalised communities. The
Company also engages in infrastructure development for schools to upgrade the basic facilities to help enhance skill
development for the vulnerable groups.
Principle 5: Businesses should respect and promote human rights
The Company ensures to act in accordance with human rights regulations. As part of the ZF group, the Company strongly
believesinfosteringhumandignityandequality,mutualrespect,trust,toleranceandfairness.Wefocusoureortstocreate
a climate between our employees and our business partners that is characterized by mutual respect, trust, tolerance, and
fairness. Upholding human rights is our social responsibility through compliance with the laws and regulations
.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity,
in the following format:
Category FY 2022-23 FY 2021-22
Total (A) No. of employees
/ workers
covered (B)
% (B / A) Total (C) No. of employees
/ workers
covered (D)
% (D / C)
Employees
Permanent 1467 1467 100% 1295 1295 100%
Other than permanent 257 257 100% 192 192 100%
Total employees 1724 1724 100% 1487 1487 100%
Workers
Permanent 451 451 100% 463 463 100%
Other than permanent 6 6 100% 6 6 100%
Total workers 457 457 100% 469 469 100%
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
2. Details of minimum wages paid to employees and workers
Category FY 2022-23 FY 2021-22
Total
(A)
Equal to minimum
wage
More than
minimum wage
Total
(D)
Equal to
minimum wage
More than
minimum wage
No. (B) % (B /
A)
No. (C) % (C /
A)
No.
(E)
% (E /
D)
No.
(F)
% (F / D)
Employees
Permanent 1724
- -
1724 100% 1487
- -
1487 100%
Other than permanent
- - - - - - - - - -
Total employees 1724
- -
1724 100% 1487
- -
1487 100%
Workers
Permanent 457
- -
457 100% 469
- -
469 100%
Other than permanent 3191
- -
3191 100% 4163
- -
4163 100%
Total workers 3648
- -
3648 100% 4632
- -
4632 100%
3. Details of remuneration/salary/wages
Male Female
Number Median remuneration/
salary/ wages of respective
category
Number Median remuneration/ salary/
wages of respective category
Board of Directors (BoD) 5 3,820,000 1 2,680,000
Key managerial personnel* 2 40,876,025 1 2,843,220
Employees other than BoD
and KMP
1467 1,595,000 245 1,595,000
Workers 451 402,382 6 251,386
MD is included in BoD also.
4. Do you have a focal point (individual/ committee) responsible for addressing human rights impacts or issues
caused or contributed to by the business? (Yes/No)
Yes, the Company has a very detailed human rights self assessment undertaken by all the sites including GBS & TCI and
theoutputoftheassessmentiscertiedbytherespectiveSiteHRandplantHead.TheInternalCommitteeisthereto
oversee and address the human rights impacts or issues.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
TheCompanyhassetinplaceacertiedstandingorderwhichstatestheprocedurestoredressgrievancesrelatedto
human rights.
6. Number of complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22
Filed
during the
year
Pending
resolution at the
end of year
Remarks Filed During
the year
Pending
resolution at
the end of year
Remarks
Sexual harassment Nil - - Nil - -
Discrimination at
workplace
Nil - - Nil - -
Child labour Nil - - Nil - -
Forced labour/
Involuntary labour
Nil - - Nil - -
Wages Nil - - Nil - -
Other human rights-
related issues
Nil - - Nil - -
62
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
ZF CVCS strives to maintain a healthy, safe and productive work environment that is free from discrimination or any form of harassment
for all internal and external stakeholders. Further our Code of Conduct and the mechanism under the Prevention of Sexual Harassment
Act ensures that any discrimination and harassments are avoided. As part of Whistle blower Policy and POSH Act, the Company
ensuresthattheidentityofthecomplainantisnotdivulged.Allsuchmattersaredealtinstrictcondence
The company provides an anonymous grievance mechanism for breaches such as, labor related topics, human rights and other values.
All submissions made in good faith can be done so without fear of retaliation.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, the Company’s code of conduct, ethics and policies contain aspects of human rights. All existing and new suppliers sign the
Company’s Supplier Code of Conduct. Further the business partner principles applies to our value chain
9. Assessments of the year
% of your plants and oces that were assessed (by
the entity or statutory authorities or third parties)
Child labour 100%
Forced/involuntary labour 100%
Sexual harassment 100%
Discrimination at workplace 100%
Wages 100%
Others – please specify -
10. Provide details of any corrective actions taken or underway to address signicant risks/concerns arising from the assessments
at Question 9 above.
There were no audit concerns in the above areas from assessments in FY 2022-23.
Leadership Indicators
1. Details of a business process being modied / introduced as a result of addressing human rights grievances/complaints.
NobusinessprocesseshavebeenmodiedduetoHumanRightsastherewerenogrievancesinthereportingperiod.
2. Details of the scope and coverage of any Human rights due diligence conducted.
Due diligence is conducted as part of the statutory audit every month.
3. Is the premise/oce of the entity accessible to dierently abled visitors, as per the requirements of the Rights of Persons
with Disabilities Act, 2016?
Yes,thepremiseisaccessibletodierentlyabledvisitors.
4. Details on assessment of value chain partners:
% of value chain partners (by value of business done with such
partners) that were assessed
Sexual Harassment 100%
Discrimination at Workplace 100%
Child Labour 100%
Forced Labour/Involuntary Labour 100%
Wages 100%
Others – please specify -
5. Provide details of any corrective actions taken or underway to address signicant risks / concerns arising from the
assessments at Question 4 above.
No assessment has been carried out.
63
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Principle 6: Businesses should respect and make eorts to protect and restore the environment
The Company operates responsibly as a business and manufacturer of products by constantly striving to comply with legal requirements
and internal standards on a global scale. In the context of environmental management, compliance is a core issue. Due to various local
requirements, legal developments are pursued and evaluated and - where necessary - measures are implemented at all locations
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity
Parameter FY 2022-23 FY 2021-22
Total electricity consumption (A) MJ 96,541,168 94,723,220
Total fuel consumption (B) MJ 18,775,014 22,706,415
Energy consumption through other
sources (C) MJ
- -
Total energy consumption (A+B+C) MJ 115,316,182 117,429,635
Energy intensity per rupee of turnover
KJ/Rupess
(Total energy consumption/ turnover in
rupees)
3.3 4
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No, independent assessment/ evaluation/assurance has been carried out.
2. Does the entity have any sites/facilities identied as designated consumers (DCs) under the performance, achieve, and
trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action taken if any.
Not applicable.
Therearenosites/facilitiesthathavebeenidentiedasDesignatedConsumers(DCs)underthePerformance,AchieveandTrade
(PAT) Scheme of the Government of India.
3.
Provide details of the following disclosures related to water, in the following format:
Parameter FY 2022-23 FY 2021-22
Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 19796 10745
(iii) Third-party water (municipal water supplies) 66872 52611
(iv) Seawater / desalinated water 0 0
(v) Others 0 0
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 86668 63356
Total volume of water consumption (in kilolitres) 86668 63356
Water intensity per rupee of turnover (water consumed / turnover) KL/
Cr. INR
25.1 24.9
4. Has the entity implemented a mechanism for zero liquid discharge? If yes, provide details of its coverage and
implementation.
Yes. The Company has installed wastewater treatment systems in three sites in which waste water is generated and then it is taken into
anEuentTreatmentPlant(ETP),fortreatmentandreuse.Rejectedwaterthatdoesnotmeetapplicablereclaimedwaterstandardsafter
treatmentissentforevaporation.TheCompanyalsotreatsitsDomesticwastewater(waterusedinsidetheCompany’socepremises)
whichisreusedforgardeningandtoiletushingpurposes.Waterreleaseaftertreatmenthasincreasedby5.26%fromthepreviousFY,
2021. The Company also ensures that no untreated water is being let into ground and drain to ensure Zero Liquid Discharge (ZLD).
64
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
5. Please provide details of air emissions (other than GHG emissions) by the entity:
Parameter Unit FY 2022-23
FY 2021-22
NOx MT 0.819 0.77
SOx MT BDL BDL
Particulate matter (PM) MT 0.012 0.015
Persistent organic pollutants (POP) MT
0 0
Volatile organic compounds (VOC) MT
0 0
Hazardous air pollutants (HAP) MT
0 0
Others – ozone-depleting substances (HCFC - 22 or R-22) MT
0 0
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) and its intensity:
Parameter Unit FY 2022-23 FY 2021-22
Total Scope 1 emissions (Break-up of the GHG into
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
Metric tonnes of CO2
equivalent
1503.42 1668.81
Total Scope 2 emissions (Break-up of the GHG into
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
Metric tonnes of CO2
equivalent
19348.54 21221.1
Total Scope 1 and Scope 2 emissions per rupee of
turnover
Metric tonnes of CO2
equivalent/ Cr. Rupees
6 9
7. Does the entity have any project related to reducing greenhouse gas emission? If Yes, then provide details.
ThecoreofZF’sClimatestrategyisthecommitmenttoreduceitscorporatecarbonfootprintuntil2030byanabsolutegureof80%
regardingScope1andScope2andby40%relatedtosaleswithregardtoScope3emissions.EnergyEciencyandavoidanceofenergy
consumption are the top priority. A secondary focus is the transformation of energy consumption from fossil fuels to renewable resources
,or a corresponding technology shift. Regarding Scope 3 emissions ,the strategy focuses on improving product design, material selection
,electricationandsupplychainstructures.Thecompany’spathtowardsclimateneutralityisdenedconsideringtheUNSustainable
Development Goals (SDG’s) and in accordance with the requirements of the SBTi( Science Based Targets initiative) ,the CDP (formerly
the Carbon Disclosure Program) and the TCFD (Taskforce on Climate-related Financial Disclosures)
8. Provide details related to waste management by the entity, in the following format:
Parameter FY 2022-23 FY 2021-22
Total waste generated (in metric tonnes)
Plastic waste (A) 119.17 72.67
E-waste (B) 6.4 2.6
Bio-medical waste (C) 0.05066 0.045
Construction and demolition waste (D)
0 0
Battery waste (E)
0 0
Radioactive waste (F)
0 0
Other Hazardous waste. Please specify, if any.
(G)
48.6 47.76
Other Non-hazardous waste generated (H).
Please specify, if any.
(Break-up by composition i.e. by materials
relevant to the sector)
4175.8 4326.2
Total (A+B + C + D + E + F + G + H) 4350.10 4449.3
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric
tonnes)
Category of waste
(i) Recycled 4301.45 4401.51
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Parameter FY 2022-23 FY 2021-22
(ii) Re-used
- -
(iii) Other recovery operations
- -
Total 4301.45 4401.51
For each category of waste generated, total waste disposed of by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 29.3 13.23
(ii) Landlling 15.467 17.60
(iii) Other disposal operations
Recyclers (Aluminium, paper, GI,
Plastics)
Recyclers (Aluminium, paper, GI, Plastics)
Total 44.767 30.83
9. Briey describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce the usage of hazardous and toxic chemicals in your products and processes and the practices adopted to
manage such wastes.
The Company has adopted a strong waste management system that supports the operations of the company to properly segregate
thewasteatsource&adoptrecycling,withanincreaseinrecyclingby13%.Sincethepreviousnancialyear,theCompanycollects
waste from the source, segregates it and stores it in the dedicated places allotted for waste management, which includes the disposal of
hazardous waste. The disposal of the hazardous waste is done to pollution control board’s authorised vendors. The other waste reduction
measures adopted by the Company includes converting carton packages into reusable packings for our product packaging.
10. If the entity has operations/oces in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones, etc.) where environmental approvals/clearances
are required, please specify details in the following format:
Sr. No. Location of operations/oces Type of operations Whether the conditions of environmental
approval / clearance are being complied with?
(Y/N) If no, the reasons thereof and corrective
action taken, if any.
No locations in operation near ecological sensitives areas
11. Details of Environmental Impact Assessments of projects undertaken by the entity based on applicable laws, in the current
nancial year:
Name and brief
details of project
EIA Notication
No.
Date Whether conducted by
independent external
agency (Yes / No)
Results communicated
in public domain (yes/
no)
Relevant Web
link
Not applicable
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (prevention
and control of pollution) Act, Air (prevention and control of pollution) Act, Environment Protection Act, and rules there under
(Y/N). If not, provide details of all such non-compliances:
Sr. No. Specify the law / regulation
/ guidelines which was not
complied with
Provide details
of the non-
compliance
Any nes / penalties / action
taken by regulatory agencies
such as pollution control boards
or by courts
Corrective action
taken, if any
None
66
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the
following format:
Unit FY23 FY22
From renewable sources
Total electricity consumption (A) MJ 14,594,400 4,845,600
Total fuel consumption (B)
MJ
- -
Energy consumption through other sources
(C)
MJ
- -
Total energy consumed from renewable
sources (A+B+C)
MJ
14,594,400 4,845,600
From non-renewable sources
Total electricity consumption (D) MJ 81,946,768 89,877,600
Total fuel consumption (E)
MJ 18,775,014 22,706,415
Energy consumption through other sources
(F)
MJ
- -
Total energy consumed from non-renewable
sources (D+E+F)
MJ
100,721,782 112,584,015
Total P+R (MJ) MJ 115,316,182 117,429,615
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
No, independent assessment/ evaluation/assurance has been carried out.
2. Provide the following details related to water discharged:
FY23 FY22
Water discharge by destination and level of treatment (in kilolitres) 0 0
(i) To Surface water 0 0
No treatment 0 0
With treatment – please specify level of treatment 27,339 38,529
(ii) To Groundwater 0 0
No treatment 0 0
With treatment – please specify level of treatment 0 0
(iii) To Seawater 0 0
No treatment 0 0
With treatment – please specify level of treatment 0 0
(iv) Sent to third-parties 0 0
No treatment 0 0
With treatment – please specify level of treatment 20,687 13,549
(v) Others 0 0
No treatment 0 0
With treatment – please specify level of treatment 0 0
Total water discharged (in kilolitres) 48,026 52,078
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
No, independent assessment/ evaluation/assurance has been carried out.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) For each facility / plant located in areas of water stress, provide the following information:
(ii) Name of the area: Lucknow, Jamshedpur, Chennai and Chengalpet
(iii) Nature of operations: Manufacturing of automotive components and accessories
FY23 FY22
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater 18407 10745
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal (in kilolitres) 18407 10745
Total volume of water consumption (in kilolitres) 18407 10745
Water intensity per rupee of turnover (Water consumed /
turnover)
5.3 4.2
Water intensity (optional) – the relevant metric may be
selected by the entity
Water discharge by destination and level of treatment (in
kilolitres)
(i) Into Surface water
No treatment
With treatment – please specify level of treatment 11398 13284
(ii) Into Groundwater
No treatment
With treatment – please specify level of treatment
(iii) Into Seawater
No treatment
With treatment – please specify level of treatment
(iv) Sent to third-parties
No treatment
With treatment – please specify level of treatment
(v) Others
No treatment
With treatment – please specify level of treatment
Total water discharged (in kilolitres) - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency.
No assessment by external agency is being carried out
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
4. Please provide details of total Scope 3 emissions & their intensity:
Parameter Unit FY 2022-23 FY 2021-22
Total Scope 3 emissions (Break-up of the GHG into CO2, CH4,
N2O, HFCs, PFCs, SF6, NF3, if available)
Metric tonnes of CO2
equivalent
We are in the process of assessing our
scope 3. We plan to report the Scope 3
guresfromthenextnancialyear(FY24).
Total Scope 3 emissions per rupee of turnover tCO2e/INR
Total Scope 3 emission intensity (optional) – the relevant metric
may be selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
No assessment by external agency has been carried out
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of
signicant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.
Wehaveecologicallysensitiveareasnearourmanufacturingarea,R&Dcentreandoces.Noimpactassessmentisbeingcarriedout
at this point
6. If the entity has undertaken any specic initiatives or used innovative technology or solutions to improve resource eciency,
or reduce impact due to emissions / euent discharge/waste generated, please provide details of the same as well as the
outcome of such initiatives:
S.No Initiative undertaken Details of the initiative (Web-link, if any, may be
provided along-with summary)
Outcome of the initiative
1.
Energy eciency
improvements
50projectsareidentiedtoimproveenergyeciency
across the sites in few area like compressed air, motor
eciency,improvingpowerfactor,Thyrositer&VFD
9% achieved
2. Installing roof solar
Installing 636KwP solar panel in Mahindra city site in the
month of Feb 2023, to reduce the carbon emission and
moving towards to goal 100% renewable energy by 2025
Feb '2023 producing energy and feed
into line, 2800 units /day production
7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes,TheCompanyhasRiskAssessmentProcessanddenesriskasanyexternallyorinternallyoccurringeventordevelopmentthat
may result in a negative deviation from the business plan. committee comprises of site leadership team with the process owner being the
Integrated Supply Chain (ISC) leader. The operating procedures involves identifying the existing processes, identify risk/ opportunities
factor,analysewhatarethepotentialeectforrisk/opportunitiesfactor,evaluateseverity,occurrenceandrisknumberandthendecide
on the action to be taken and the frequency of review.
The Company conducts an annual review of the complete risk assessment process.
8. Disclose any signicant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.
Nosignicantimpacthavebeenidentiedinthecurrentreportingperiod. Various measures like CO
2
reduction target, green electricity,
Product Carbon Footprint calculation (PCF) are being implemented to prevent any adverse impact on the environment.
9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts.
Sustainability assessment during supplier selection and periodic EHS assessment are carried out.
Principle 7: Businesses, when engaging in inuencing public and regulatory policy, should do so in a manner that is responsible
and transparent
ZF CVCS is a part of several industry and trade associations and actively contributes to these forums to enable sharing of best practices,
represent industry concerns and support in implementing measures to foster growth of industry and larger communities. We pursue our
policy advocacy work by collaborating with various trade and industry associations, government bodies, as well as other comparable
collective platforms, and we drive eorts to ensure policy advocacy positions support ethical business practices, environmental
stewardship, social well-being, and respect for human rights.
69
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Essential Indicators
1. a. Number of aliations with trade and industry chambers/ associations.
ZFCVCSisaliatedtothefollowing9industrychambersandassociations.
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such a body) the entity
is a member of/ aliated to.
S. No. Name of the trade and industry chambers/ associations Reach of trade and industry
chambers/ associations
(State/National)
1 Confederation of Indian Industries (CII) National
2 Automotive Components Manufacturers Association (ACCA National
3 Society of Automobile Engineers (SAE) International
4 Madras Management Association (MMA State
5 Madras Chamber of Commerce and Industry (MCCI) State
6 Indo-German Chamber of Commerce International
7 Indo-American Chamber of Commerce International
8 Quality circle forum of India National
9 National Institute of quality & reliability National
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based
on adverse orders from regulatory authorities.
Name of authority Brief of the case Corrective action taken
NocasewasledbyanystakeholderagainstZFCVCSregardingunfairtradepracticesandanti-competitive
behaviour during the Financial years.
Leadership Indicators
1. Details of public policy positions advocated by the entity:
S.
No.
Public policy
advocated
Method resorted for
such advocacy
Whether
information
available in
the public
domain?
(Yes/No)
Frequency of review
by board
(Annually/ half
yearly/ quarterly
/ others – please
specify)
Web-link, if available
1 ABS for
Commercial
Vehicles (2013)
Public event,
Technology
Demonstration at
Test Track
No NA PressReader.com - Digital
Newspaper & Magazine
Subscriptions
2 Electronic Stability
Control (ESC) -
2017
Public event,
Technology launch at
Test Track
No NA WABCO INDIA Showcases
Control Electronic Stability
Control (globenewswire.com)
3 Intelligent Trailer
Program ( ITP) -
2018 (to promote
trailer ABS)
Public event,
Technology launch at
Test Track
No NA Intelligent trailer program: Wabco
launches Intelligent Trailer
Program in India, Auto News, ET
Auto (indiatimes.com)
70
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
S.
No.
Public policy
advocated
Method resorted for
such advocacy
Whether
information
available in
the public
domain?
(Yes/No)
Frequency of review
by board
(Annually/ half
yearly/ quarterly
/ others – please
specify)
Web-link, if available
4 Advanced Driver
Assistance
Systems like
Lane Departure
Warning, Collision
Mitigation
system ,Collision
Avoidance System
,etc.
Representing ZF
Group in AISC
(Automotive
Industry Standards
Committee), CMVR
TSC (Central Motor
Vehicle Rules
Technical Standing
Committee),
TED (Transport
Engineering
Department) to share
technical know how
for preparing various
standards suitable
for India
Yes NA NA
5 Technology Road
Maps for India
Representing
ZF Group at
TSR Committee
(Technical, Safety
and Regulations
committee) of
Automotive
Components
Manufacturers
Association (ACMA)
todeneand
align technology
roadmaps
Yes NA NA
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development
As a responsible corporate entity, ZF believes in fullling its responsibility towards the community and society through its socio-
economicactivitiesforthebenetoftheunderprivilegedsections.Thecompanyaimstoleverageitspositionandresourcestomakea
dierenceforlocalcommunitiestoelevatetheirqualityoflife.
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
nancial year.
Name and
brief details of
project
SIA
notication
No.
Date of
notication
Whether
conducted by independent
external agency
(Yes/No)
Results
communicated in
public domain
(Yes/No)
Relevant web
link
- - - - - -
71
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your
entity:
S
No.
Name of project
for which R&R is
ongoing
State District No. of project
aected families
(PAFs)
% of PAFs
covered by
R&R
Amounts paid to
PAFs in the FY
(In ₹)
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
The Company undertakes various CSR activities that address the needs of the community in and around the factory premises. The
Company reaches out to the communities, especially the vulnerable groups and addresses their grievances by implementing required
CSR activities.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2022-23
FY 2021-22
Directly sourced from MSMEs/ small producers 13% 11%
Sourced directly from within the district and neighbouring districts 54% 53%
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identied in the Social Impact Assessments (Reference:
Question 1 of Essential Indicators above):
Details of negative social impact identied Corrective action taken
Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identied
by government bodies:
Sr. No. State Aspirational District Amount spent (In INR)
- - - -
- - - -
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No) – No, The Company follows a standardised procurement policy across all suppliers
and vendors
(b) From which marginalized /vulnerable groups do you procure? - Not Applicable
(c) What percentage of total procurement (by value) does it constitute? - Not Applicable
4. Details of the benets derived and shared from the intellectual properties owned or acquired by your entity (in the current
nancial year), based on traditional knowledge:
Nil
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
Name of authority Brief of the Case Corrective action taken
Not applicable as there were no adverse orders in intellectual
property related disputes
- -
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
6. Details of beneciaries of CSR projects:
Sr.
No.
CSR Project No. of persons benetted from
CSR Projects
% of beneciaries
from vulnerable and
marginalized groups
1
Aanganbadi Centre- Building repair and maintenance at
Barabanki
120studentsbenetted
-
2
High Mast Solar light in KD Singh Churaha at Women
Police Station, Barabanki
-
-
3
Provision of High mast solar LED lights at Casa Grand
Junction ,Athipet
-
-
4 Greenery development in ITI,ITI Ambattur - -
5
Rainwater harvesting collection with pit provision - 42
Nos, in and around Ambattur
-
-
6 Driver Training through’ RTO
5100 drivers/ technicians are
gettingbenetedbythistraining
program
-
7 Driver Training at STUs
8 Technician Training at STUs
9 Driver Training at Transportnagar
10
Skill development training to Women’s Polytechnic
students
200studentsbenetted
-
11 Skill Development Center - Phase 1 &2
500Studentsbenetted -
12 Skill Lab set up at ITI institute , Barabanki
400Studentsbenetted -
13 Smart class at Junior high school Dhakauli, Barabanki
40Studentsbenetted -
14 Computer lab to be set up Govt Polytechnic
240studentsbenetted -
15
Tree saplings 8000 nos across Chennai and other
manufacturing locations
-
-
16
Basic infrastructure (boundary fencing with wire mesh,
toilet and furniture’s for 2 class rooms)
60studentsbenettedbythe
furniture and 168 students
benettedwiththetoiletand
furniture.
-
17 Renovation of Toilet
472studentsbenetted -
18
Provision of High mast solar street lights in the streets &
junctions as below- 7nos
a. Chennai, Ambattur estate, telephone exchange
junction – 2nos
b. Chennai, Kalaivanar nagar junction , vanagram – 1
nos
c. Tiruvallur, Alinchivalkam main road junction – 1nos
d. Chennai ,Avadi main road close to bus stop– 2nos
-
-
19
Provision of 30 nos of solar street lights in the Avadi main
road near bus stop
-
-
20
SolarbasedtraclightsinAmbattur - -
21 Smart Class room at Govt ITI Ambattur Industrial estate.
Per month 50 teachers are getting
trained
-
73
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Sr.
No.
CSR Project No. of persons benetted from
CSR Projects
% of beneciaries
from vulnerable and
marginalized groups
22
Ladies Toilet facility and drinking water arrangement at
Mahila Thana, Barabanki
Per day 40 to 50 victims of
domestic abuse and socially
deprived women are getting
benetedbydrinkingwaterfacility
and toilet facility
-
23 Rejuvenation of Vaipur Lake near our Oragadam Plant -
24 ECO Park -
25 COE for Analytics at Rajalakshmi Institute of Technology
300 students studying in the
institute
-
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
The Company has earned the recognition and trust of its customers through its responsible corporate governance, compliance, and
outstanding products and services. The aim is to maintain the company’s commitment and the high esteem it has earned in the future
as well. The Company considers customers as partners or marketplace team members - essential to the growth and success of the
Company.
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company conducts a customer satisfaction survey annually to capture both complaints and feedback. The responses are then
grouped into attributes like Supplier relationship management, logistics, quality, innovation, competitiveness and programme projects to
analyse the responses and score the performance. This analysis is then used for identifying the reasons for the deterioration of scores,
if any, and to address the correct course of action. Apart from this we have regular Interaction meeting with the Customers with various
stakeholders and get feedback on the progress and performance in QCD and New Product Development activities.
2. Turnover of products and/or services as a percentage of turnover from all products/services that carry information about:
As a % to total turnover
Environmental and social parameters relevant to the product -
Safe and responsible usage 23%
Recycling and/or safe disposal -
3. Number of consumer complaints in respect of the following:
FY 2022-23 Remarks FY 2021-22 Remarks
Receive
during the
year
Pending
resolution at
end of year
Received
during the
year
Pending
resolution at
end of year
Data privacy Nil
Nil
Advertising Nil Nil
Cyber-security Nil Nil
Delivery of essential services Nil Nil
Restrictive trade practices Nil Nil
Unfair trade practices Nil Nil
Other
74
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
4. Details of instances of product recalls on account of safety issues.
Number Reasons for Recall
Voluntary Recalls 0 N/A
Forced Recalls 0 N/A
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? If available, provide a web link to
the policy.
Yes, ZF CVCS has a global framework and policy on cyber security. This policy covers Corporate Security Incident & Emergency
Management, Cyber Security Crisis Response Process, Crisis management, Information security management policy, etc. In addtion
RM policy includes the periodic review of RM policy
Link to Policy:
https://www.zf.com/master/media/en/corporate/m_zf_com/meta/eu_data_protection/zf_eu_notice_for_customers_and_business_
partners_de.pdf
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by
regulatory authorities on the safety of products/services.
Not applicable
Leadership Indicators
1. Channels/platforms where information on products and services of the entity can be accessed.
Details could be found as follows:
Website: https://www.zf.com/products/en/cv/home/cv.html
LinkedIn: https://www.linkedin.com/showcase/cv-at-zf/
Customer Helpline (AM): 1800 - 102 – 4770
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
The Company has maintained its position as a trusted partner in the value chain due to its focus on quality delivery of customer services
as prime positioning. The Company conducts 40 road awareness training sessions each month on road safety across Authorised
ServiceCentres,WholesaleDistributors,StateTransportUndertakingoces,eetoperators,armyworkshop/oceontheproducts
and services. The Company ensures timely communication with the customers on any risk of disruption / discontinuation of essential
services.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
Not applicable
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to
the major products / services of the entity, signicant locations of operation of the entity or the entity as a whole? (Yes/No) -
As per regulations, The Company adheres to displaying the mandatory legal information across its products. This is approved by the
Customersduringthedevelopmentprocess.TheCompanyalsoprovidesweblinkstoitsaftermarketproductsandpartsnder.Online
Product Catalog - Aftermarket: https://aftermarket.zf.com/en/aftermarket-portal/services-and-support/catalog/#/
Parts Finder (Retailers can place orders through Wholesale Distributors):
https://www.wabco-customercentre.com/catalog/en_IN?cclcl=en_IN
5. Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact.
ZF CVCS reported zero data breaches for FY 21-22 and FY 22-23
b. Percentage of data breaches involving personally identiable information of customers.
Nil
75
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Report on Corporate Governance
1. Company’s philosophy on code of governance
The Company as a good corporate citizen believes in
transparency, professionalism, and accountability, which are
the basic principles of Corporate Governance. The Company
constantly endeavors to improve on these aspects thereby
paving the way for excellence.
Our corporate governance is reinforced through the Company’s
Code of Conduct and Ethics, corporate governance guidelines
and committee charters. Our Board and Management
processes, audits and internal control systems reflect the
corporate governance framework principles. This report gives
a comprehensive look at how our governance adheres to the
governance framework.
Company follows the Policy and guidelines for Corporate
governance as established by the Board of the Company. These
are framed in conjunction with the Company’s Memorandum &
Articles of Association, the charters of the committees of the
Board and applicable laws / regulations / guidelines in force in
India and these guidelines can be accessed on our website, at
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html.
These guidelines ensure that the Board has the necessary
authority and processes to review and evaluate our operations
as and when required.
2. Board of directors
2.1 Composition and category of directors:
As on 31
st
March 2023, the Board of Directors (the Board)
comprised of 6 Directors as follows:-
Mr. M Lakshminarayan, Non-Executive & Independent
Director as Chairman
Mr. P Kaniappan, Managing Director
Mr. Mahesh Chhabria, Independent Director
Dr. Lakshmi Venu, Independent Director
Dr. Christian Brenneke, Non-Executive Non-Independent
Director
Mr. Philippe Colpron, Non-Executive Non-Independent
Director
Since, the Board has a regular Non-Executive & Independent
Director as Chairperson, the composition of Independent
Directors must be one third of the total strength of the Board,
as per Regulation 17(1)(b) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015 (Listing Regulation). As on 31
st
March 2023,
the Independent Directors’ comprises of 50 percent of the
Board’s total strength and includes one woman Independent
Director. Thus, the Company meets with the requirements of
composition of the board as per SEBI Listing Regulation and
Section 149 of the Companies Act, 2013 (“Act”), read with the
relevant rules made thereunder.
2.2 Board Meetings:
The Company, in consultation with the Directors, prepares and
circulates a tentative annual calendar for the meetings of the
committees/Board to assist the Directors for planning their
schedules to participate in the meetings. During the year 2022-
23, the Board met 6 times on 20
th
May 2022, 27
th
July 2022, 4
th
November 2022, 16
th
November 2022, 3
rd
January 2023 and
1
st
February 2023 and the gap between two meetings did not
exceed 120 days.
2.3 Attendance and other directorships:
Attendance of the Directors at the Board meetings held during the year, and at the last Annual General Meeting held on 27
th
July 2022
and also the number of other Directorships, Committee membership’s and chairmanships as on 31
st
March 2023 are as follows:
Name of Director DIN Attendance Particulars No. of Directorship in
other Cos. *
Membership of
Committees in
other Cos. incl. ZF
CVCS **
Chairmanship
of Committees
in other Cos.
incl. ZF CVCS!
Board
Meetings
Last AGM
M. Lakshminarayan 00064750 6 Yes 10 7 2
P. Kaniappan 02696192 6 Yes 4 2 -
Mahesh Chhabria 00166049 6 Yes 9 6 2
Dr. Lakshmi Venu $ 02702020 4 No 10 2 -
Philippe Colpron $ 08344534 2 Ye s 1 - -
Dr. Christian Brenneke 08344547 4 Yes Nil - -
Alexander De Bock (upto
30.03.2023)
08745365 5 Yes 2 2 -
* : includes private companies.
** : includes committees where the director is also chairman.
$ : includes directorship in foreign companies.
! : Memberships and chairmanship of Audit and Stakeholders relationship committee.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Names of other listed entities where the above directors hold directorships:
Director Name of the Listed Company Designation
M Lakshminarayan TVS Electronics Limited Independent Director
Wendt India Limited Independent Director
ASM Technologies Limited Independent Director
Sansera Engineering Limited Independent Director
Suprajit Engineering Limited Independent Director
Mahesh Chhabria Kirloskar Oil Engines Limited Director
Kirloskar Industries Limited Managing Director
Kirloskar Ferrous Industries Limited Director
Kirloskar Pneumatic Company Limited Director
Shoppers Stop Limited Independent Director
Dr. Lakshmi Venu TVS Motor Company Limited Non-Executive Director
Sundaram - Clayton Limited Managing Director
None of the Directors is a member in more than 10 board level committees or Chairman of more than 5 such committees of listed
companies, as specied under Regulation 26 of the Listing Regulation.
2.4 Inter-se relationship between directors:
None of the directors are related to each other.
2.5 Access to information and updation to directors:
The board reviews all information provided periodically for discussion and consideration at its meetings in terms of Listing Regulation
including minimum information to be placed at each Meeting. Functional heads are present at the Meeting at regular intervals and
appraised the Board about the developments. Apart from this, the observations of audit carried out by the internal auditors is placed at
the audit committee of the Board. The Board also reviews the declarations made by the Managing Director, Company Secretary, General
Manager - Tax and Legal Ofcer of the Company regarding compliance of all applicable laws on quarterly basis.
2.6 Code of Business Conduct and Ethics for Board and Senior management personnel
The Company has in place the Code of Business Conduct and Ethics for Board and Senior Management personnel (the Code) as approved
by the Board. The Code has been communicated to Directors and the members of the senior management. The Code has also been
displayed on the Company’s website:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html.
All the Directors and Senior management personnel have afrmed compliance with the Code for the year ended 31
st
March 2023. The
annual report contains a declaration to this effect signed by the Managing Director and Company Secretary of the Company as compliance
ofcer for the Code.
2.7 Appointment of directors:
In terms of Regulation 36(3) of the Listing Regulation, a brief resume of directors, proposed to be re-appointed, nature of their expertise
in specic functional areas, their other directorships and committee memberships, their shareholdings and their relationships with other
directors are provided in the notice convening the ensuing annual general meeting of the Company.
2.8 Criteria Of Independence
Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors
fulll the criteria of independence as specied in the Companies Act, 2013, the rules notied thereunder as well as SEBI (LODR) and are
independent of the Management.
2.9 Details of Familiarization Programmes
All new Non-Executive Independent directors inducted to the Board are introduced to our Company culture through
orientation sessions. The details of the familiarization program are also available on the Company’s website, at
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html.
77
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
2.10 Skills / expertise / competencies of the Board of Directors
The list of core skills/expertise/competencies required are available with the Board and names of Directors as on date who have such
skills/expertise/competencies in the context of the business of the Company for its effective functioning is as follows:
Key Skills/ competencies/
Expertise
M
Lakshminarayan
Mahesh
Chhabria
Dr.
Lakshmi
Venu
Dr
Christian
Brenneke
Philippe
Colpron
Alexander
De Bock*
P
Kaniappan
A Technical
1 Finance √ √ √ √ √
2 Law √ √
3 Management √ √ √ √ √ √ √
4 Sales & Marketing √ √ √ √ √
5 Manufacturing &
Operations
√ √ √ √ √ √ √
6 Research & Development √
7 Human Resources √ √ √ √
B Industry experience
1 Economy √ √ √ √ √
2 Industry √ √ √ √ √ √ √
3 Business Sector √ √ √ √ √ √ √
C Governance experience
1 Compliance √ √ √
2 Statutory Laws √ √ √
3 Risk Management √ √ √ √ √ √ √
4 Strategic Planning √ √ √ √ √ √ √
D Other Skills
1 Communication &
Interpersonal
√ √ √ √ √ √
√
2 Public Relations √ √ √ √ √ √ √
3 Corporate Restructuring √ √ √ √
*Mr. Alexander De Bock resigned from the Board effect from close of business hours on March 30, 2023.
3. Audit Committee
The primary objective of the Audit Committee is to monitor and provide effective supervision of the management’s nancial reporting
process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of nancial reporting.
1. To recommend for appointment, remuneration and terms of appointment of auditors of the company;
2. To approve payment to statutory auditors for any other services rendered by the statutory auditors;
3. To review and monitor the auditor’s independence and performance, and effectiveness of audit process;
4. To examine the nancial statement and the auditors’ report thereon;
5. To approve transactions of the company with related parties and modications thereof including those for which the omnibus approval
is provided;
6. To scrutinize intercorporate loans and investments;
7. To undertake valuation of undertakings or assets of the Company, wherever it is necessary;
8. To evaluate internal nancial controls and risk management systems;
9. To monitor the end use of funds raised through public offers and related matters.
10. To review the utilization of loans and / or advances to or investments in subsidiaries, if any,
11. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors
and review of nancial statement before their submission to the Board and may discuss any related issues with the internal and
statutory auditors and the management of the company.
78
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
12. To investigate any activity within its terms of reference of the
Companies Act, 2013 or referred to it by the Board and for
its purpose, shall have full access to information contained
in the records of the Company and external professional,
legal or other advice, if necessary;
13. To seek information from any employee;
14. To secure attendance of outsiders with relevant expertise,
if it considers necessary;
15. To oversee the company’s nancial reporting process and
the disclosure of its nancial information to ensure that the
nancial statement is correct, sufcient and credible;
16. To review, with the management, the annual financial
statements and auditor’s report thereon before Submission
to the board for approval, with particular reference to:
a. matters required to be included in the Director’s
Responsibility Statement to be included in the Board’s
report in terms of Clause (c) of sub-section 3 of Section
134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and
reasons for the same;
c. major accounting entries involving estimates based on
the exercise of judgment by management;
d. signicant adjustments made in the nancial statements
arising out of audit ndings;
e. compliance with listing and other legal requirements
relating to nancial statements;
f. disclosure of any related party transactions; and
g. modied opinion(s) in the draft audit report.
17. To review, with the management, the quarterly nancial
statements before submission to the board for approval;
18. To review, with the management, the statement of uses /
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted
by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this
matter;
19. To review, with the management, performance of statutory
and internal auditors, adequacy of the internal control
systems;
20. To review the adequacy of internal audit function, if any,
including the structure of the internal audit department,
stafng and seniority of the ofcial heading the department,
structure coverage and frequency of internal audit;
21. To discuss with internal auditors any signicant ndings and
follow up there on;
22. To review the ndings of any internal investigations by the
internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems
of a material nature and reporting the matter to the board;
23. To discuss with statutory auditors before the audit
commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
24. To look into the reasons for substantial defaults in the
payment to the shareholders (in case of non-payment of
declared dividends) and creditors;
25. To review the functioning of the Whistle Blower mechanism;
26. To approve appointment of CFO (i.e., the Whole-time Finance
Director or any other person heading the nance function or
discharging that function) after assessing the qualications,
experience and background, etc. of the candidate;
27. Carrying out any other function as is mentioned in the terms
of reference of the Audit Committee from time to time. The
auditors of the Company and the key managerial personnel
shall have a right to be heard in the meetings of the Audit
Committee when it considers the auditor’s report but shall
not have the right to vote.
28. To review the utilization of loans and/ or advances /
investment by the company in the subsidiary.
29. To consider and comment on rationale, cost-benefits
and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.
3.1 Composition, name of members and the chairman of the Audit
Committee:
Name of the
directors - Messrs
Status
Mahesh Chhabria Non-executive,
Independent director
M Lakshminarayan Non-executive,
Independent director
Dr. Lakshmi Venu Non-executive,
Independent director
Alexander De Bock @ Non-executive,
Non-Independent director
@ Mr. Alexander De Bock ceased to be a Member of this
Committee consequent to his resignation as Director of the
Company effect from close of business hours on March 30, 2023.
Mr. Mahesh Chhabria, Independent Director, is the Chairman of
the Audit Committee. Ms. Muthulakshmi M, Company Secretary
of the Company acts as the Secretary of the Audit Committee.
The Chairman of the Audit Committee was present at the time of
the Annual General Meeting held on 27
th
July 2022. Composition
of the committee is in accordance with the requirements of
Regulation 18 of the Listing Regulation and Section 177 of
the Companies Act, 2013. The particulars of meetings and
attendance by the members of the committee during the year
under review are given in the table below:
79
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
S. No. Date of the Meeting Mahesh Chhabria M Lakshminarayan Dr. Lakshmi Venu Alexander De Bock
1 20
th
May 2022
2 27
th
July 2022
3 4
th
November 2022
4 16
th
November 2022
5 3
rd
January 2023
6 1
st
February 2023
The statutory nancial statements of the Company and the Auditors’ report for the nancial year 2022-23 received from both the statutory
auditor and secretarial auditor does not contain any qualication, reservation or adverse remark or disclaimer.
4. Nomination and Remuneration Committee:
The Board has constituted a Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and
composition, name of members and the chairperson of the Committee are as follows:
Name of the directors -
Messrs
Status
Dr. Lakshmi Venu Non-executive, Independent director
M Lakshminarayan Non-executive, Independent director
Mahesh Chhabria Non-executive, Independent director
Dr. Christian Brenneke Non-executive, Non-Independent director
Dr. Lakshmi Venu, Independent Director, is the Chairman of the Nomination and Remuneration Committee. Ms. Muthulakshmi M,
Company Secretary of the Company acts as the Secretary of the Nomination and Remuneration Committee. The particulars of meetings
and attendance by the members of the committee during the year under review are given in the table below:
S. No. Date of the Meeting Dr Lakshmi Venu M Lakshminarayan Mahesh Chhabria Dr. Christian Brenneke
1 20
th
May 2022
2 1
st
February 2023
4.1 Brief description of the Terms of reference:
The Nomination & remuneration committee is entrusted with the following responsibilities.
1) To identify persons who are qualied to become directors and who may be appointed in senior management in accordance with the
criteria laid down, recommend to the Board their appointment and/or removal and ensure that succession plans for board and senior
management personnel are in place.
2) To carry out evaluation of every director’s performance.
3) To formulate the criteria for determining qualications, positive attributes and independence of a director, and recommend to the
Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
4) To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on his performance.
5) To recommend to the Board, all remuneration, in whatever form, payable to Directors, key managerial personnel and senior management.
6) To determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
7) To evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director and to identify suitable candidates for appointment as independent
director.
8) To devise a policy on diversity of board of directors;
4.2 Nomination and Remuneration Policy:
As required under Section 178(3) of the Companies Act, 2013 and the Company’s Nomination and Remuneration Policy is hosted
in the website:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html.
4.3 Remuneration to Non-Executive Directors: Remuneration by way of sitting fee for attending the meetings of Board and committees
and commission on prot not exceeding the limit specied in the Companies Act, 2013 is paid to independent directors of the
Company. No remuneration including sitting fee and commission on prot is paid to non-executive and non-independent directors
of the Company. There is no separate provision for payment of severance fees. The notice period is mutually agreed between these
Directors and the Board. The tenure of ofce of Executive Directors is for ve years from their respective dates of appointment /
reappointment.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
4.4 Particulars of remuneration paid to the Managing Director during the nancial year 2022-23
(Rs. in lakhs)
Name of the Director -
Mr.
Salary Contribution to PF and
other funds
Perquisites &
Allowances
Performance Bonus Total
P Kaniappan 239.81 13.20 - 336.01 589.02
4.5 Particulars of sitting fees and commission paid/payable to non-executive independent directors and directors during the nancial year
2022-23.
Name of the directors - Messrs
Sitting fees (
₹
) Commission (
₹
)@ Total
₹
M Lakshminarayan 4,00,000 30,00,000 34,00,000
Dr. Lakshmi Venu 1,80,000 25,00,000 26,80,000
Mahesh Chhabria 3,20,000 35,00,000 38,20,000
TOTAL 9,00,000 90,00,000 99,00,000
@will be paid after adoption of accounts at the ensuing annual general meeting.
As approved by the shareholders through special resolution at the Annual General Meeting held on 14
th
August 2019, non-executive
independent directors are being paid commission not exceeding 1% of the net prots of the Company.
The Board at its meeting dated 24
th
May 2023, has considered and approved the commission payable to non-executive independent
directors amounting to Rs. 30 Lakhs to Mr. M. Lakshminarayan, Rs. 35 Lakhs to Mr. Mahesh Chhabria and Rs. 25 Lakhs to Dr. Lakshmi
Venu respectively. Other non-executive directors, Mr. Philippe Colpron, Dr. Christian Brenneke and Mr. Alexander De Bock have waived
the sitting fees payable to them.
Mr. M Lakshminarayan holds 100 shares through himself and his relatives. Mr. Mahesh Chhabria along with his relatives and HUF wherein
he is a member holds 1,475 shares in the Company.
None of the other directors hold any share in the Company. There are no other material pecuniary relationships or transactions of the
non-executive directors’ vis-à-vis of the Company.
4.6 Performance evaluation criteria for independent directors: Refer to section 12 in Board’s Report.
5. Stakeholders Relationship Committee:
The Board constituted a Stakeholder Relationship Committee in terms of Section 178 of the Companies Act, 2013.
5.1 Composition, name of members and the chairman of the Stakeholders Relationship Committee:
Name of the directors - Messrs Status
M Lakshminarayan Non-executive, Independent director
P Kaniappan Executive-Non-Independent director
Alexander De Bock@ Non-executive, Non-Independent director
Philippe Colpron# Non-executive, Non-Independent director
@ Mr. Alexander De Bock ceased to be a Member of this Committee consequent to his resignation as Director of the Company effect
from close of business hours on March 30, 2023.
# Mr. Philippe Colpron was inducted in the Committee as a member effective from 28
th
April 2023.
Mr. M Lakshminarayan, is the Chairperson of the Stakeholders Relationship Committee. As required by Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements Regulation) 2015, Ms. Muthulakshmi M has been appointed as Compliance
Ofcer. For any clarications/ complaints, the shareholders may contact Ms. Muthulakshmi M, Company Secretary of the Company at
[email protected]. The particulars of meetings and attendance by the members of the committee during the year under review
are given in the table below:
S. No. Date of the Meeting M Lakshminarayan P Kaniappan Alexander De Bock
1 20
th
May 2022
2 27
th
July 2022
3 4
th
November 2022
4 1
st
February 2023
The Committee oversees and reviews all matters connected with share transfers, issue of duplicate share certicates and other issues
pertaining to shares. The committee also looks into the redressal of investors’ grievances pertaining to transfer of shares, non-receipt of
balance sheet, nonreceipt of declared dividends, etc. The Company, as a matter of policy, disposes investor services complaints within
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
a stipulated time period. Complaints received and redressed
during the year 2022-23
No. of Complaints received during the year 1
No. of complaints resolved during the year 1
No. of complaints pending unresolved as on
31.03.2023
-
5.2 All the complaints were resolved and, as on 31
st
March 2023, no
complaint was pending.
6. Risk Management Committee
6.1 Composition, name of members and the chairman of the Risk
Management Committee:
Name of the directors
- Messrs
Status
Dr. Christian Brenneke Non-executive,
Non-Independent Director
Philippe Colpron Non-executive,
Non-Independent director
Mahesh Chhabria Non-executive,
Independent director
P Kaniappan Managing Director
R S Rajagopal Sastry Chief Financial Ofcer
V Ramanathan Leader-OE Sales & Marketing
Dr. Christian Brenneke, is the Chairman of the Risk Management Committee. Ms. Muthulakshmi M Company Secretary of the Company
acts as the Secretary of the Risk Management Committee. The particulars of meetings and attendance by the members of the committee
during the year under review are given in the table below:
S. No. Date of the Meeting Christian
Brenneke
Mahesh
Chhabria
P Kaniappan Philippe
Colpron
R S Rajagopal
Sastry
V Ramanathan
1 27
th
June 2022
2 4
th
November 2022
3 29
th
March 2023
6.2 Brief description of the Terms of reference:
1. Monitor / review the Risk Management Plan developed by the management and to ensure that they are comprehensive and well
developed.
2. To review the Annual Risk Management Framework Document (including the actions planned for the year in relating to existing and
anticipated emerging risks)
3. To monitor / review cyber security.
4. To review the progress of implementation of the actions planned in the Annual Risk Framework Document.
5. To periodically review the process for systematic identication and assessment of the business risks
6. Periodic monitoring of the critical risk exposures by specialised analysis and quality reviews and report to the Board the details of
any signicant developments relating to these and the action taken to manage the exposures.
7. To develop and recommend the Company’s Risk Management Policy to the Board for approval and periodically review and approve
any revisions thereto;
8. Identify and make recommendations to the Board, to the extent necessary on resources and stafng required for effective Risk
Management.
9. To carry out any other function or activity as may be considered in order to ensure that an effective risk management system is in
place.
10. The Committee shall meet at least twice in a year.
11. Additional meetings may be held, if required, in order to discharge the functions of the committee. The Chairman may convene a
meeting if need arises.
12. Two members of the Committee shall be present to constitute a quorum.
13. The Company Secretary shall be responsible for drawing up the Agenda and circulating it, supported by explanatory documentation,
to the Committee members prior to each meeting. He / She will act as the Secretary to the Committee.
14. The issues arising at the Risk Management Committee meetings shall be considered resolved only by the unanimous decision of
both the members.
15. The minutes of the Risk Management Committee meetings, which the Company Secretary shall also be responsible for keeping, shall
be tabled at Board meetings in a timely manner.
16. To carry out such other functions as the Board may deem t.
17. This shall be broadly governed by the provisions of Companies Act, 2013 (the Act), the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), any other applicable laws as applicable and amended from time to time,
besides additional responsibilities, if any, imposed by the Board of Directors and Articles of Association.
82
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
7. Corporate Social Responsibility Committee (CSR Committee)
The Board constituted a Corporate Social Responsibility
Committee in terms of Section 135 of the Companies Act,
2013. Composition, name of members and the chairman of the
Committee, as on the March 31, 2023 as follows:-
Name of the directors
- Messrs
Status
P Kaniappan Managing Director
M Lakshminarayan Non-executive,
Independent director
Dr. Lakshmi Venu Non-executive,
Independent director
Mr. P Kaniappan, Managing Director, is the Chairman of the
CSR Committee. Ms. Muthulakshmi M, Company Secretary of
the Company acts as the Secretary of the CSR Committee. The
particulars of meetings and attendance by the members of the
committee during the year under review are given in the table
below:
S.
No.
Date of the
Meeting
P
Kaniappan
M
Lakshminarayan
Dr Lakshmi
Venu
1 20
th
May
2022
2 30
th
March
2023
Details of CSR report and activities carried out by the Company
as required under Section 135 of the Companies Act, 2013 are
given in annexure to the Directors report.
8. Separate Meeting of Independent Directors
As required under Regulation 25 (3) of SEBI (LODR) Regulations
2015 separate meeting of Independent Directors of the company
was held on 6
th
March, 2023.
9. Reconciliation of Share Capital Audit Report
A qualified practicing company secretary has carried out
reconciliation of share capital audit on a quarterly basis to
reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) and the total issued and listed capital
and placed the report for perusal of the Board. The audit report
conrms that the total issued and listed capital is in agreement
with the total number of shares in physical form and the total
number of shares in dematerialized form held with NSDL and
CDSL.
10. General body meeting:
10.1 Location and time where the Annual General Meetings (AGM)
were held during the last three years.
Year Location Date Time
2019-20 AGM Through Video
Conferencing (VC) /
Other Audio Visual
Means (OAVM)
25.09.2020 02.00 P.M.
2020-21 24.09.2021 02.00 P.M.
2021-22 27.07.2022 03.00 P.M.
10.2 Special resolutions passed in the previous three annual general
meetings:
AGM Date Item of Business
25.09.2020 Nil
24.09.2021
1. Re-appointment of Dr. Lakshmi Venu
(DIN: 02702020), as a Non-Executive and
Independent Director for a term of five
consecutive years from 19
th
May, 2021 to
18
th
May, 2026, pursuant to the provisions of
Sections 149, 150, 152, 160 and any other
applicable provisions of the Companies
Act, 2013 and the rules made thereunder
(including any statutory modication(s) or re-
enactment thereof for the time being in force)
read with Schedule IV to the Companies Act,
2013, on such remuneration including sitting
fees and prot-related commission as may
be decided by the Board of Directors from
time to time.
2. Pursuant to the provisions of Section
185 of the Companies Act, 2013 and
other applicable provisions, approval of
members be and is hereby accorded to
the Board of Directors of the Company
to provide Inter-Corporate Loans /
Deposits, lending through a Cash pooling
arrangement, through any bank to ZF India
Private Limited, WABCO Digital Solutions
Private Limited and ZF Wind Power
Coimbatore Pvt. Ltd. notwithstanding that
the entire lending under this arrangement
put together at any point in time shall
not exceed Rs.100 Crores on such terms
and conditions as the Board of Directors
may deem t, provided that the said
transaction(s) so carried out shall be at
arm's length basis, in the ordinary course of
business and in the interest of the Company.
The Board is further authorised to nalise the
terms and conditions as may be considered
necessary, expedient or desirable and
execute such agreements, documents
and writings to give effect to the above
resolution and to do all acts and take such
steps as may be considered necessary or
expedient to give effect to the aforesaid
resolution which the Board can delegate to
any one or more of director(s) / ofcers of
the Company.
27.07.2022 Nil
10.3 No Special resolution was passed through postal ballot during
the year under review.
11. Unclaimed Shares
Pursuant to Regulation 39 of the Listing Regulation, equity shares
aggregating to 693 shares of Rs.5/- each held by 14 equity
shareholders were laying unclaimed (hereinafter referred to as
“unclaimed shares”) as required under the SEBI Regulations.
Those shareholders who do not possess original share certicate
83
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
with them, are requested to contact the Share Transfer Agent,
M/s. Integrated Registry Management Services Private Limited
to obtain their shares either in dematerialized form or physical
form as desired by the shareholder.
The voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares.
Details of Unclaimed suspense
account
No. of
Shareholders
No. of
Shares
No. of shares in Unclaimed
Suspense Account at the
beginning of the year as on
01/04/2022.
30 1,472
No. of shareholders who
approached listed entity for
transfer of shares from suspense
account during the year
1 82
No. of shareholders to whom
shares were transferred from
suspense account during the year
ended 31/3/2023
1 82
Shares transferred to the IEPF
Authority account during the year
ended 31/3/2023.
15 697
Aggregate number of
shareholders and the outstanding
shares lying in the suspense
account on 31/03/2023.
14 693
12. Investor Education Protection Fund (IEPF) & Transfer of
Shares to IEPF Authority
Pursuant to Section 124 and the rules thereunder of the
Companies Act, 2013, equity shares which were laying unclaimed
and for which the dividend was also unclaimed for a continuous
period of 7 years were dematerialized and transferred to IEPF
Authority on behalf of the shareholders after providing due
reminders and a public announcement in newspapers before
transferring.
Those shareholders who do not possess original share certicate
with them, are requested to contact the Share Transfer Agent,
M/s Integrated Registry Management Services Private Limited
to obtain their shares only by dematerialized form by the
shareholder (Vide Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/
CIR/2022/8). The voting rights on these shares shall remain
frozen till the rightful owner of such shares claims the shares.
Details of IEPF Authority Account No. of
Shareholders
No. of
Shares
No. of shares in the IEPF Authority
Account at the beginning of the year
as on 01/04/2022.
752 47,207
No. of shareholders who
approached listed entity for transfer
of shares from IEPF Authority
Account during the year
15 1658
No. of shareholders of whose shares
were transferred from unclaimed
Suspense Account to the IEPF
Authority Account during the year
15 697
No. of shareholders whose shares
were transferred to the IEPF
Authority Account during the year
35 1987
No. of shares transferred from the
IEPF Authority Account during the
year to the shareholders
8 960
Aggregate number of shareholders
and the outstanding shares lying in
the IEPF Authority Account as on
31/03/2023
793 48,931
13. Means of communication
13.1 Quarterly results:
The Quarterly, Half Yearly and Annual Results are regularly
submitted to the National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE) as well as uploaded on the Company’s
website and are published in newspapers.
13.2 Newspapers wherein results normally published:
The results are normally being published in any one of the English
newspapers, namely “Business Standard”, and the Tamil version
in “Makkal Kural”.
13.3 Website:
The Company has in place a functional web site addressed as
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html.
The unaudited results, quarterly compliance report on corporate
governance and the quarterly shareholding pattern as led with
the Stock Exchanges are published in Company website. The
Company makes use of its website for publishing ofcial news
releases and presentations, if any, made to institutional investors
/ analysts.
14. General shareholder information
14.1 Annual General Meeting:
Date and time/Venue : 27
th
July 2023 at 15.00
hrs. (IST) through Video
Conferencing (VC)/ Other
Audio Visuals Means
(OAVM)
84
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
14.2 Financial year : 1
st
April to 31
st
March
Financial calendar 2023-24 (Tentative)
Financial reporting for the quarter : Financial calendar
ending
30
th
June 2023 : on or before 14
th
August
2023
30
th
September 2023 : on or before 14
th
November 2023
31
st
December 2023 : on or before 14
th
February
2024
31
st
March 2024 : on or before 30
th
May 2024
Annual General Meeting : July / August / September
2024 (next year)
14.3 Particulars of dividend payment
The Board of Directors had recommended a dividend of
₹
13/-
per share for the year 2022-23, absorbing a sum of
₹
2,465.79/-
lakhs and subject to the approval of the shareholders in the
ensuing annual general meeting. This dividend will be paid on or
before 25
th
August 2023 to the shareholders as on record date.
14.4 Listing on Stock Exchanges:
Name of the stock exchange Stock code
BSE Ltd. (BSE) 533023
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001
National Stock Exchange of India Ltd.
(NSE) Exchange Plaza, C-1, Block G,
Bandra - Kurla Complex, Bandra (E),
Mumbai 400 051
ZFCVINDIA
ISIN allotted by depositories
(Company ID Number)
INE342J01019
(Note: Annual listing fees for the year 2023-24 have been duly
paid to the above stock exchanges).
14.5 Market Price Data: (Amount in
₹
)
Month National Stock Exchange
of India Limited
BSE Limited
Share Price Share Price
High Low High Low
April - 2022 8,093.95 7,452.00 8,100.00 7,516.00
May - 2022 8,199.90 7,300.00 8,200.00 7,305.75
June - 2022 8,400.00 6,876.50 8,377.55 6,893.25
July - 2022 8,599.90 7,525.30 8,599.75 7,608.05
August - 2022 9,974.90 8,525.15 9,979.15 8,494.25
September - 2022 10,424.00 9,351.55 10,421.00 9,335.75
October - 2022 10,924.05 9,781.05 10,927.75 9,505.00
November - 2022 10,494.65 9,248.15 10,599.85 9,255.35
December - 2022 9,845.00 8,638.55 9,735.00 8,592.05
January - 2023 9,390.00 8,755.30 9,372.10 8,781.65
February - 2023 10,687.65 9,108.10 10689.85 9138.40
March - 2023 10,798.10 9,860.00 10800.00 9873.00
85
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
14.6 Performance of ZF COMMERCIAL VEHICLE CONTROL
SYSTEMS INDIA LIMITED (Formerly known as WABCO INDIA
Limited) shares against the Performance of BSE Sensex and
NSE CNX Nifty
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA
LIMITED Vs BSE Sensex performance
45,000
50,000
55,000
60,000
65,000
70,000
5,000
6,000
7,000
8,000
9,000
10,000
11,000
01-Apr-22
01-May-22
01-Jun-22
01-Jul-22
01-Aug-22
01-Sep-22
01-Oct-22
01-Nov-22
01-Dec-22
01-Jan-23
01-Feb-23
01-Mar-23
ZFCVINDIA BSEBSE SENSEX
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA
LIMITED Vs NSE CNX Nifty performance
15,000
16,000
17,000
18,000
19,000
20,000
6,000
7,000
8,000
9,000
10,000
11,000
01-Apr-22
01-May-22
01-Jun-22
01-Jul-22
01-Aug-22
01-Sep-22
01-Oct-22
01-Nov-22
01-Dec-22
01-Jan-23
01-Feb-23
01-Mar-23
ZFCVINDIA NSENSE NIFTY
14.7 Share Transfer Agents (STA) and Share Transfer System:
a) For share related matters, Members are requested to
correspond with the Company’s Registrar and Transfer Agents
– M/s. Integrated Registry Management Services Private
Limited as the Registrars & Share Transfer Agents (STA).
Integrated Registry Management Services Private Limited
is registered with SEBI as the Share Transfer Agent(STA) in
Category II.
b) All matters connected with the share transfer, both physical
and electronic, dividends and other matters are handled
by the STA located at the address mentioned elsewhere
in this report. Hence, all requests for transfer and/or
dematerialisation of securities held in physical form, should
be lodged with the ofce of the Company’s Registrar & Share
Transfer Agent or at the registered ofce of the Company for
dematerialisation.
c) All requests for dematerialization of securities are processed
and the conrmations are given to the depositories within
15 days. Grievances received from investors and other
miscellaneous correspondences on change of address,
mandates etc., are processed by the STA within the time
stipulated by SEBI.
d) Shareholders are requested to note that SEBI has mandated
that the Company cannot process any request for transfer of
shares received in physical mode. Adequate communications
in this regard have been sent to all shareholders holding
shares in physical mode. Hence it is requested that all
shareholders holding shares in physical mode shall demat
their shares to avoid any issues in future.
e) Pursuant to Regulation 40(9) of the Listing Regulation,
certificates, on yearly basis, is issued by a Company
Secretary in practice for due compliance of share transfer
formalities by the Company.
f) Pursuant to Regulations 76 of SEBI (Depositories and
Participants) Regulations, 2018, certicates from a Company
Secretary in practice for timely dematerialization of the shares
of the Company and for conducting a secretarial audit on a
quarterly basis for reconciliation of the share capital of the
Company is obtained.
g) The Company, as required under Listing Regulation, has
designated the following e-mail IDs, namely srirams@
integratedindia.com (share transfer agent)/ muthulakshmi.m@
zf.com (compliance ofcer) for the purpose of registering
complaints, if any, by the investors and expeditious redressal
of their grievances.
h) Shareholders are, therefore, requested to correspond with the
STA at the address mentioned elsewhere in this report for any
change of names and queries pertaining to the shareholding
and dividends etc.
14.8 Shareholding Pattern as on 31
st
March 2023 is available in
annexure 3 forming part of the Directors Report.
14.9 Distribution of Shareholding as on 31
st
March 2023:
Shareholding (Range) No. of Shares % No. of Members %
Upto 5000 13,40,805 7.07 26,209 99.72
5,001 - 10,000 182,404 0.96 25 0.10
10,001 - 20,000 245,965 1.30 17 0.06
20,001 - 50,000 538,130 2.84 16 0.06
50,001 - 1,00,000 447,369 2.36 6 0.02
1,00,001 & above 16,212,911 85.48 10 0.04
Total 18,967,584 100.00 26,283 100.00
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
14.10 Dematerialization of shares and liquidity:
The entire promoter shareholding is in dematerialised form. As on
31
st
March 2023, out of 47,41,900 shares held by persons other
than promoters, 46,61,389 shares have been dematerialized and
dematerialized shareholding of Public as on 31
st
March 2023
accounts for 98.30%.
14.11 The Company has not issued any Global Depository Receipt
/ American Depository Receipt / Warrant or any convertible
instrument, which is likely to have impact on the Company’s
equity.
14.12 Details regarding plant locations is available in Corporate
Information section / Business Responsibility and Sustainability
Report.
14.13 Address for investors Correspondence:
(i) For transfer / dematerialisation
of shares, payment of dividend
on shares and any other query
relating to the shares of the
Company.
Integrated Registry
Management Services
Private Limited 2
nd
Floor,
Kences Towers No.1
Ramakrishna Street,
North Usman Road,
T.Nagar, Chennai 600 017
(ii) for any query on non-receipt of
annual report; and
Tel : 044 2814 0801
044 2814 0803
Fax : 044 2814 2479
(iii) for investors grievance & Email :
general correspondence
15. Other Disclosures
15.1 The materially signicant related party transactions entered into
during the year as disclosed elsewhere in the report did not have
potential conict with the interests of company at large.
15.2 There were no instances of non-compliances by the Company,
penalties and strictures imposed on the Company by the Stock
Exchanges or SEBI or any other statutory authorities on any
matter related to the capital markets during the last three years.
15.3 The Company has a Whistle Blower Policy in place and no
personnel is denied the access to the audit committee.
15.4 Commodity price risks / foreign exchange risk and hedging
activities: The Company has not entered into any commodity
hedging transactions during the year 2022-2023.
15.4 Disclosure by senior management personnel: The senior
management personnel have made disclosures to the board
relating to all material, nancial and other transactions stating
that they did not have personal interest that could result in a
conict with the interest of the company at large.
15.5 The Managing Director (CEO) and Chief Financial Ofcer (CFO)
of the company have certied to the board on nancial and other
matters in accordance with the Regulation 17(8) of the Listing
Regulation pertaining to CEO/CFO certication for the nancial
year ended 31
st
March 2023.
15.6 The following policies approved by the Board of
Directors of the Company were uploaded and are
available in the Company’s website at the web link:
https://www.zf.com/mobile/en/company/investor_relations/zf_cv_india_investor_relations/zf_cv_india_ir.html.
• Code of Business conduct and ethics by the Board Members
& Senior Management
• Corporate Social Responsibility Policy
• Related Party Transaction Policy
• Nomination and Remuneration Policy
• Whistle Blower Policy
• Policy for Prohibition of Insider Trading
• Policy on Criteria for Determining Materiality of Events
• Dividend Distribution Policy
• Corporate Governance Policy
• Policy on Familiarisation of Independent Directors and Other
Programs
• Material subsidiary Policy
15.7 The Auditors were paid an amount of ` 48.60 lakhs as
remuneration for the year 2022-23 including its wholly owned
subsidiary and reimbursement of expenses. Details are
provided in note to the nancial statements.
15.8 Compliance with mandatory / non-mandatory requirements:
The Company has complied with all applicable mandatory
requirements in terms of Listing Regulation. The non-
mandatory requirements have been adopted to the extent
and in the manner as stated under the appropriate headings
detailed elsewhere in this report.
The Company has complied with all the mandatory
requirements of Corporate Governance as specied in sub
paragraph (2) to (10) of Part C of Schedule V of the SEBI Listing
Regulations and disclosures on compliance with corporate
governance requirements specied in Regulations 17 to 27
have been included in the relevant sections of this report.
15.9 Certicate from a company secretary in practice that none of
the directors on the board of the company have been debarred
or disqualied from being appointed or continuing as directors
of companies by the Board/Ministry of Corporate Affairs or
any such statutory authority is disclosed.
15.10 The Board has accepted all the recommendation of its
committees which is mandatorily required, in the relevant
nancial year.
15.11. Pursuant to the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has established an appropriate
mechanism for dealing with complaints in relation to Sexual
Harassment of Women at Workplace, in accordance with its
Policy on Prevention of Sexual Harassment at Workplace
(‘POSH’). For disclosure regarding the number of complaints
led, disposed of and pending, please refer to the Board’s
Report and also in Business Responsibility and Sustainability
Report.
15.12 Disclosure by listed entity and its subsidiaries of Loans and
advances in the nature of loans to rms/companies in which
directors are interested by name and amount: NIL
15.13 Material Subsidiaries: The Company has no material
subsidiaries as on report date.
87
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
16. Request to shareholders
Shareholders are requested to follow the general safeguards/
procedures as detailed hereunder in order to serve them
efciently and avoid risks while dealing in securities of the
Company.
a. Demat of Shares:
Shareholders are requested to convert their physical holding to
demat / electronic form through any of the depository participants
(DPs) to avoid any possibility of loss, mutilation etc. of physical
share certicates and also to ensure safe and speedy transaction
in securities. Registration of Electronic Clearing Service (ECS)
Mandate: ECS helps in quick remittance of dividend without
possible loss / delay in postal transit. Shareholders, who have
not earlier availed this facility, are requested to register their
ECS details with the STA or their respective DPs. Vide Circular
No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8, SEBI has
mandated the issue of securities in dematerialized form only
(Gazette Notication no. SEBI/ LAD-NRO/GN/2022/66 dated
January 24, 2022) while processing the service requests such
as Issue of duplicate securities certicate, Claim from Unclaimed
Suspense Account, Renewal / Exchange of securities certicate,
Endorsement, Sub-division / Splitting of securities certicate,
Consolidation of securities certicates/folios, Transmission and
Transposition.
b. Consolidation of Multiple Folios:
Shareholders, who have multiple folios in identical names are
requested to apply for consolidation of such folios and send the
relevant share certicates to the Company.
c. Registration of Nominations:
Nomination in respect of shares - Section 72 of the Companies
Act, 2013 provides facility for making nominations by
shareholders in respect of their holding of shares. Pursuant to
Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37
issued by SEBI on March 16
th
2023, It shall be mandatory for all
the physical shareholders to furnish the details of Nomination
in the prescribed form. Such nomination greatly facilitates
transmission of shares from the deceased shareholder to
his / her nominee without having to go through the process
of obtaining succession certicate / probate of the Will etc.
Shareholders, who have not availed nomination facility, are
requested to avail the same by submitting the nomination in Form
SH-13 to the Company or STA. This form will be made available
on request. Shareholders holding shares in demat form are
advised to contact their DP’s for making nominations.
d. Updation of address:
Shareholders are requested to update their addresses registered
with the Company, directly through the STA to receive all
communications promptly. Shareholders, holding shares in
electronic form are requested to deal only with their depository
participant (DP) in respect of change of address and furnishing
bank account number, etc and it shall be mandatory for all the
Physical shares holders to furnish Postal address with PIN,
Mobile number E-mail address with RTA (Vide Circular. SEBI/
HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37)
e. KYC Details
SEBI Vide Circular. SEBI/HO/MIRSD/MIRSD-PoD-1/P/
CIR/2023/37 made it mandatory for all holders of physical
securities in listed company to furnish PAN, KYC details and
Nomination. Shareholders, holding shares in physical form shall
furnish PAN, KYC details and Nomination to RTAs.
f. SMS Alerts:
Shareholders are requested to note that National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) have announced the launch of SMS
alert facility for demat account holders whereby shareholders
will receive alerts for debits / credits (transfers) to their demat
accounts a day after the transaction. These alerts will be sent to
those account holders who have provided their mobile numbers
to their Depository participants (DPs). No charge will be levied by
NSDL / CDSL on DPs providing this facility to shareholders. This
facility will be available to investors who request for the same
and provide their mobile numbers to the DPs. Further information
is available on the website of NSDL and CDSL namely
www.nsdl.co.in and www.cdslindia.com, respectively.
g. Timely encashment of dividends:
Shareholders are requested to encash their dividends promptly
to avoid hassles of revalidation/ losing their right of claim
owing to transfer of unclaimed dividends beyond seven years
to Investor Education and Protection Fund (IEPF). As required
by SEBI, shareholders are requested to furnish details of their
bank account number and name and address of the bank for
incorporating the same in the warrants. This would avoid wrong
credits being obtained by unauthorized persons. Shareholders
who have not encashed their dividend warrants in respect of
dividends declared for the year ended 31
st
March, 2016 and
for any nancial year thereafter may contact the Company
and surrender their warrants for payment. Shareholders are
requested to note that the dividend not claimed for a period of
seven years from the date they rst became due for payment
shall be transferred to IEPF under Section 125 of the Companies
Act, 2013. Shareholders are also requested to note that as
per the Companies Act, 2013, unclaimed shares pertaining to
unclaimed dividends for continuous period of seven years would
be transferred to the IEPF Authority account.
h. Web based applications - SEBI / NSE / BSE In line with the
circular No. CIR/OIAE/2/2011 dated 3
rd
June 2011 from SEBI,
the investors’ complaints are now centrally monitored through
web-based complaints redressal system called SCORES. The
Company processes the investor complaints through this system
and updates status periodically. In line with the circular No.
NSE/LIST/C/2011 dated 29
th
September 2011 from the National
Stock Exchange of India Ltd. (NSE) the Company now uploads
its quarterly shareholding pattern, corporate governance report,
nancial results, corporate announcements through a web-based
application designed for corporates by NSE called as NEAPS
and BSE called as BSE ling center. Information in respect of
unclaimed dividends due for remittance into IEPF is given below:
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
17. PARTICULARS OF UNCLAIMED DIVIDEND
Financial year Date of Declaration Date of transfer to Unclaimed
Dividend account
Due Date of transfer to IEPF
2015-16 29.07.2016 29.08.2016 28.09.2023
2016-17 18.09.2017 18.10.2017 17.11.2024
2017-18 27.07.2018 27.08.2018 26.09.2025
2018-19 14.08.2019 13.09.2019 13.10.2026
2019-20 (I) 19.03.2020 18.04.2020 18.05.2027
2020-21 24.09.2021 28.10.2021 27.11.2028
2021-22 27.07.2022 29.08.2022 28.09.2029
Declaration pursuant to clause D of Schedule V and 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, regarding adherence to the Code of Business Conduct and Ethics by board of directors and senior management.
To
The Shareholders of ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED (Formerly known as WABCO INDIA Limited)
On the basis of the written representations received from Members of the Board and Senior Management Personnel in terms of the clause D
of Schedule V and 34(3) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations,
2015, we hereby certify that both the members of the board and the senior management personnel of the Company have afrmed compliance
with the respective provisions of the Code of Business Conduct and Ethics of the Company as laid down by the board of directors for the
year ended 31
st
March 2023.
For and on behalf of the Board
P KANIAPPAN
Chennai
24
th
May, 2023
Managing Director
DIN: 02696192
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Certicate on non-disqualication of Directors
(Pursuant to Regulation 34(3) read with Schedule V Para C(10)(i) to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED (formerly WABCO India Limited)
[CIN: L34103TN2004PLC054667]
Plot No.3 (SP), III Main Road, Ambattur Industrial Estate, Chennai – 600058
We hereby certify that, in our opinion, none of the below named Directors who are on the Board of Directors of ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA
LIMITED (“the Company”)
as on 31
st
March 2023 have been debarred or disqualied from being appointed or continuing as directors of companies, by the Securities and Exchange Board of India
(SEBI) or the Ministry of Corporate Affairs, Government of India (MCA):
SI. No. Name of the Director Nature of Directorship Director’s Identication Number
1. Muthuswami Lakshminarayan Chairman, Non-executive, Independent 00064750
2. Periakaruppa Nadar Kaniappan Managing Director 02696192
3. Lakshmi Venu Non-Executive, Independent 02702020
4. Philippe Colpron Non-Executive, Non-Independent 08344534
5. Christian Oliver Brenneke Non-Executive, Non-Independent 08344547
6. Mahesh Ramchand Chhabria Non-Executive, Independent 00166049
We are issuing this certicate based on the following, which to the best of our knowledge and belief were considered necessary in this regard:
1. Information relating to the directors available in the ofcial web site of MCA;
2. Disclosures / declarations / conrmations provided by the said directors to the Company;
3. Registers, records, forms and returns led/ maintained by the Company; and
4. Information, explanation and representations provided by the Company, its ofcers and agents.
Management’s responsibility
The management of the Company is responsible to ensure the eligibility of a person for appointment
/ continuation as a Director on the Board of the Company.
Our responsibility
Our responsibility is to express an opinion on this, based on our verication.
This certicate is neither an assurance as to the future viability of the Company nor of the efcacy or effectiveness of the process followed by the management of the
Company with regard to appointment / continuation of a person as a Director of the Company.
For S. KRISHNAMURTHY & CO.,
Company Secretaries
[Firm Unique Identication No. P1994TN045300]
(Peer Review Certicate No.739/2020)
K SRIRAM
Partner
Membership No: F6312
Place: Chennai Certicate of Practice No:2215
Date: 24
th
May 2023 UDIN: F006312E000371591
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER
SEBI (Listing Obligations and Disclosure Requirements) REGULATIONS, 2015
TO THE MEMBERS OF ZF Commercial Vehicle Control Systems India Limited (formerly known as WABCO India Limited)
1. This certicate is issued in accordance with the terms of our engagement letter dated 25 July 2022.
2. We have examined the compliance of conditions of Corporate Governance by ZF Commercial Vehicle Control Systems India Limited
(“the Company”), for the year ended March 31, 2023, as stipulated in regulations 17 to 27, clauses (b) to (i) of regulation 46(2) and
paragraphs C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time (“Listing Regulations”) pursuant to the Listing Agreement of the Company with Stock
Exchanges.
Management’s Responsibility
3. The compliance of conditions of Corporate Governance as stipulated under the listing regulations is the responsibility of the Company’s
Management including the preparation and maintenance of all the relevant records and documents. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of Corporate
Governance stipulated in the Listing Regulations.
Auditors’ Responsibility
4. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the nancial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company
has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended March 31, 2023.
6. We conducted our examination of the above corporate governance compliance by the Company in accordance with the Guidance Note
on Reports or Certicates for Special Purposes (Revised 2016) and Guidance Note on Certication of Corporate Governance both
issued by the Institute of the Chartered Accountants of India (the “ICAI”), in so far as applicable for the purpose of this certicate. The
Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that
Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the eciency or eectiveness with
which the management has conducted the aairs of the Company.
Restriction on use
10. The certicate is addressed and provided to the Members of the Company solely for the purpose of enabling the Company to comply
with the requirement of the Listing Regulations and should not be used by any other person or for any other purpose. Accordingly, we
do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certicate is shown
or into whose hands it may come without our prior consent in writing.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
K Sudhakar
Partner
Place: Chennai Membership No: 214150
Date: 24 May 2023 UDIN: 23214150BGXPGI2494
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Independent Auditor’s Report
To
The Members of
ZF Commercial Vehicle Control Systems India Limited
(formerly known as WABCO India Limited)
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone nancial statements of ZF Commercial Vehicle Control Systems India Limited (formerly known as
WABCO India Limited) (the “Company”) which comprise the standalone balance sheet as at 31 March 2023, and the standalone
statement of prot and loss (including other comprehensive income), standalone statement of changes in equity and standalone
statement of cash ows for the year then ended, and notes to the standalone nancial statements, including a summary of signicant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone nancial
statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of the state of aairs of the Company as at 31 March 2023,
and its prot and other comprehensive income, changes in equity and its cash ows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specied under Section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone nancial
statements under the provisions of the Act and the Rules thereunder, and we have fullled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sucient and
appropriate to provide a basis for our opinion on the standalone nancial statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most signicance in our audit of the standalone
nancial statements of the current period. These matters were addressed in the context of our audit of the standalone nancial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
See Note 2.2(c) and 18 to the standalone nancial statements
The key audit matter How the matter was addressed in our audit
The Company’s revenue is derived primarily from sale of goods.
Revenue from the sale of goods is recognised upon the transfer
of control of the goods to the customer. The Company uses a
variety of shipment terms across its operating markets and
this has an impact on the timing of revenue recognition. There
is a risk that revenue could be recognised at a time which is
dierent from transfer of control especially for sales transactions
occurring on and around the year end. Therefore, ascertainment
of timing of the revenue recognition has been identied as a key
audit matter.
In view of the signicance of the matter, we applied the following audit
procedures in this area, amongst others to obtain sucient appropriate audit
evidence:
•
Assessed the appropriateness of the Company’s revenue recognition
accounting policies in line with Ind AS 115 (“Revenue from Contracts
with Customers”) including adequacy of disclosures.
•
Obtained an understanding and evaluated the Company’s sales
process including design and implementation of key controls and tested
the operating eectiveness of such controls in relation to the timing of
revenue recognition on a sample basis, with special reference to controls
over revenue cut os at period end.
•
Performed detailed testing of the sales transactions on a sample basis to
test that the revenues and trade receivables are recorded appropriately, in
the period in which the control is transferred, taking into consideration the
terms and conditions of the customer orders, including the shipping terms.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
•
Tested, on a sample basis, whether revenue transactions near to
the reporting date have been recognised in the appropriate period by
verifying the transactions selected with relevant underlying documentation
(customer order, transporter document, customer portal, etc).
•
Performed analytical procedures on current year revenue based on
monthly trends and where appropriate, conducting further enquiries and
to identify unusual transactions.
•
Obtained independent conrmations from the Company’s customers on
sample basis.
Other Information
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Company’s annual report, but does not include the nancial statements and auditor’s reports thereon.
Our opinion on the standalone nancial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone nancial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the standalone nancial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect
to the preparation of these standalone nancial statements that give a true and fair view of the state of aairs, prot/ loss and other
comprehensive income, changes in equity and cash ows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specied under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal nancial controls, that were operating eectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone nancial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the standalone nancial statements, the Management and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s nancial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone nancial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to inuence the economic decisions of users taken on the basis of these standalone nancial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the standalone nancial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sucient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company
93
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
has adequate internal nancial controls with reference to nancial statements in place and the operating eectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in
preparation of standalone nancial statements and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast signicant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the standalone nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone nancial statements, including the disclosures, and
whether the standalone nancial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
signicant audit ndings, including any signicant deciencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most signicance
in the audit of the standalone nancial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benets of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms
of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specied in paragraphs 3 and 4 of the
Order, to the extent applicable.
2 A. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books, except that the back-up on a daily basis of the books of account and other relevant books and
papers in electronic mode has not been kept on servers physically located in India considering that such back-ups on a daily
basis are kept on servers outside India.
c. The standalone balance sheet, the standalone statement of prot and loss (including other comprehensive income), the
standalone statement of changes in equity and the standalone statement of cash ows dealt with by this Report are in
agreement with the books of account.
d. In our opinion, the aforesaid standalone nancial statements comply with the Ind AS specied under Section 133 of the Act.
e. On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the
directors is disqualied as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the maintenance of accounts and other matters connected therewith refer to our remarks in paragraph 2(A)
(b) above
g. With respect to the adequacy of the internal nancial controls with reference to nancial statements of the Company and the
operating eectiveness of such controls, refer to our separate Report in “Annexure B”.
B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
94
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its nancial position in its standalone
nancial statements - Refer Note 35(A) to the standalone nancial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company.
d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 43(iv) to
the standalone nancial statements, no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall directly or indirectly lend or invest in other persons or entities identied in any manner whatsoever by or
on behalf of the Company (“Ultimate Beneciaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneciaries.
(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 43(v) to
the standalone nancial statements, no funds have been received by the Company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall directly or indirectly, lend or invest in other persons or entities identied in any manner whatsoever by or
on behalf of the Funding Parties (“Ultimate Beneciaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneciaries.
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule
11(e), as provided under (i) and (ii) above, contain any material misstatement.
e. The nal dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance
with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 44 to the standalone nancial statements, the Board of Directors of the Company have proposed nal
dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend
declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with eect from 1 April
2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.
C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by
the Holding Companyto its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to
any director by the Holding Company is not in excess of the limit laid down under Section 197 of the Act. The subsidiary has not
paid any remuneration to its directors during the year. The Ministry of Corporate Aairs has not prescribed other details under
Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
K Sudhakar
Partner
Place : Chennai Membership No.: 214150
Date : 24 May 2023 ICAI UDIN:23214150BGXPGE8192
95
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure A to the Independent Auditor’s Report on the Standalone Financial Statements of ZF Commercial
Vehicle Control Systems India Limited (formerly known as WABCO India Limited) for the year ended 31
March 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has a regular programme of physical verication of its Property, Plant and Equipment by which
all property, plant and equipment are veried in a phased manner over a period of three years. In accordance with this
programme, certain property, plant and equipment were veried during the year. In our opinion, this periodicity of physical
verication is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were
noticed on such verication.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and
the leases agreements are duly executed in favour of the lessee) disclosed in the standalone nancial statements are held
in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible
assets or both during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, there are no proceedings initiated or pending against the Company for holding any benami property under the
Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) The inventory, except goods-in-transit has been physically veried by the management during the year.For goods-in-transit,
subsequent evidence of receipts has been linked with inventory records. In our opinion, the frequency of such verication
is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed
on verication between the physical stocks and the book records that were more than 10% in the aggregate of each class
of inventory
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not been sanctioned any working capital limits in excess of ve crore rupees in aggregate
from banks and nancial institutions on the basis of security of current assets at any point of time of the year. Accordingly,
clause 3(ii)(b) of the Order is not applicable to the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured
or unsecured to companies, rms, limited liability partnership or any other parties during the year. The Company has made
investments in companies or any other parties, in respect of which the requisite information is as below. The Company has not
made any investments in rms or limited liability partnership.
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured
or unsecured to companies, rms, limited liability partnership or any other parties during the year. Accordingly, reporting
under clause 3(iii)(a) is not applicable to the Company.
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our
opinion the investments made during the year are, prima facie, not prejudicial to the interest of the Company. There are
no guarantees provided, security given or granted any loans and advances in the nature of loans or security to any party
during the year
(c) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not provided any guarantee or security or granted any loans or advances in the nature
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
of loans, secured or unsecured to companies, rms, limited liability partnership or any other parties during the year.
Accordingly, reporting under clause 3(iii)(c) is not applicable to the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not provided any guarantee or security or granted any loans or advances in the nature
of loans, secured or unsecured to companies, rms, limited liability partnership or any other parties during the year.
Accordingly, reporting under clause 3(iii)(d) is not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not provided any guarantee or security or granted any loans or advances in the nature
of loans, secured or unsecured to companies, rms, limited liability partnership or any other parties during the year.
Accordingly, reporting under clause 3(iii)(e) is not applicable to the Company.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not provided any guarantee or security or granted any loans or advances in the nature
of loans, secured or unsecured to companies, rms, limited liability partnership or any other parties during the year.
Accordingly, reporting under clause 3(iii)(f) is not applicable to the Company.
(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not given any loans, or provided any guarantee or security as specied under Section 185 and 186 of the
Companies Act, 2013 (“the Act”). In respect of the investments made by the Company, in our opinion the provisions of Section
186 of the Act have been complied with.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause
3(v) of the Order is not applicable.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central
Government for maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods and are of the
opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried
out a detailed examination of the records with a view to determine whether these are accurate or complete.
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the
year since eective 1 July 2017, these statutory dues has been subsumed into GST.
According to the information and explanations given to us and on the basis of our examination of the records of the
Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues
including Goods and Service Tax (‘GST’), Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or
Cess or other statutory dues have been generally regularly deposited by the Company with the appropriate authorities.
According to the information and explanations given to us and on the basis of our examination of the records of the
Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State
Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2023 for a period
of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, there are no statutory dues relating to Goods and Service Tax, Provident Fund, Employees State Insurance,
Income-Tax, Duty of Customs or Cess or other statutory dues, which have not been deposited with the appropriate
authorities on account of any dispute, except as set out in Appendix I.
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in
the tax assessments under the Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company did not have any loans or borrowings from any lender during the year. Accordingly, clause 3(ix)(a)
of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not been declared a wilful defaulter by any bank or nancial institution or government or
government authority.
(c) According to the information and explanations given to us by the management, the Company has not obtained any term
loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the
Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone nancial
statements of the Company, we report that the Company has not taken any funds from any entity or person on account of
or to meet the obligations of its subsidiary as dened under the Act. The Company does not hold any investment in any
associate or joint venture as dened under the Act.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company
has not raised loans during the year on the pledge of securities held in its subsidiary as dened under the Act. The
Company does not hold any investment in any associate or joint venture as dened under the Act.
(x) (a) The Company has not raised any moneys by way of initial public oer or further public oer (including debt instruments).
Accordingly, clause 3(x)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given
to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has
been led by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014
with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of
the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in
compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been
disclosed in the standalone nancial statements as required by the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an
internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash
transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not
applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
clause 3(xvi)(a) of the Order is not applicable.
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as dened in the regulations made by the Reserve Bank of India.
Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations provided to us, the Group (as per the provisions of the Core Investment
Companies (Reserve Bank) Directions, 2016) does not have any CIC.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding nancial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the nancial ratios, ageing and expected dates
of realisation of nancial assets and payment of nancial liabilities, other information accompanying the standalone nancial
statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence
supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists
as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as
98
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance
as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report
and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section
(5) of Section 135 of the Act pursuant to any project other than ongoing projects. Accordingly, clause 3(xx)(a) of the Order
is not applicable.
(b) In respect of ongoing projects, the Company has transferred the unspent amount to a Special Account within a period of 30
days from the end of the nancial year in compliance with Section 135(6) of the said Act.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
K Sudhakar
Partner
Place : Chennai Membership No.: 214150
Date : 24 May 2023 ICAI UDIN:23214150BGXPGE8192
99
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Appendix I as referred to under para (vii)(b) of Annexure A to the Independent Auditor’s Report to the
members of ZF Commercial Vehicle Control Systems India Limited (formerly known as WABCO India
Limited) for the year ended 31 March 2023
Name of the statute Nature of
the dues
Amount
(INR in lakhs)*
Period to which the
amount relates
Forum where dispute is
pending
Income Tax Act, 1961 Income taxes 1,885.67
2012-13,
2013-14,
2016-17 and
2017-18
Commissioner of Income tax
(Appeals), Chennai
Income Tax Act, 1961 Income taxes 55.12
2011-12 and
2013-14
Income Tax Appellate Tribunal,
Chennai
Income Tax Act, 1961 Income taxes 590.25
2011-12 and
2015-16
Assessing Ocer, Chennai
Tamil Nadu Value Added
Tax Act, 2006
Value Added
Taxes
18.51
2009-10 to
2015-16
Appellate Deputy Commissioner
(Chennai - I)
Central Excise Act, 1944 Excise Duty 160.79
2015-16 and
2016-17
Joint Commissioner of Central
Excise, Chennai
Central Excise Act, 1944 Excise duty 52.15
2012-13 to
2015-16
Customs, Excise and Service Tax
Appellate Tribunal, Chennai
The Central Sales Tax
Act, 1956
Sales Tax 8.56 2016-17 Assistant Commissioner,
(Commercial Taxes), Chennai
The Finance Act, 1994 Service Tax 0.88 2008-09 Commissioner of Central Excise
(Appeals), Chennai
The Central Sales Tax
Act, 1956
Sales Tax 2.53 2016-17 Commissioner (Commercial
Taxes) Jharkhand
Goods and Services
Tax, 2017
Goods and
service Tax
17.24 2016-17 Joint Commissioner of CGST,
Uttarakhand
* net of amount paid under protest, wherever applicable
100
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure B to the Independent Auditor’s Report on the standalone nancial statements of ZF Commercial
Vehicle Control Systems India Limited (formerly known as WABCO India Limited) for the year ended 31
March 2023
Report on the internal nancial controls with reference to the aforesaid standalone nancial statements
under Clause (i) of Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
Opinion
We have audited the internal nancial controls with reference to nancial statements of ZF Commercial Vehicle Control Systems
India Limited (formerly known as WABCO India Limited) (“the Company”) as of 31 March 2023 in conjunction with our audit of the
standalone nancial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal nancial controls with reference to nancial
statements and such internal nancial controls were operating eectively as at 31 March 2023, based on the internal nancial
controls with reference to nancial statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India (the “Guidance Note”)
Management’s and Board of Directors’ Responsibilities for Internal Financial Controls
The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal nancial controls
based on the internal nancial controls with reference to nancial statements criteria established by the Company considering the
essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and
maintenance of adequate internal nancial controls that were operating eectively for ensuring the orderly and ecient conduct of
its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as
required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal nancial controls with reference to nancial statements based
on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under
Section 143(10) of the Act, to the extent applicable to an audit of internal nancial controls with reference to nancial statements.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal nancial controls with reference to nancial statements were established
and maintained and if such controls operated eectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls with
reference to nancial statements and their operating eectiveness. Our audit of internal nancial controls with reference to nancial
statements included obtaining an understanding of internal nancial controls with reference to nancial statements, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating eectiveness of internal control based
on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the standalone nancial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our audit opinion on the
Company’s internal nancial controls with reference to nancial statements.
Meaning of Internal Financial Controls with Reference to Financial Statements
A company’s internal nancial controls with reference to nancial statements is a process designed to provide reasonable
assurance regarding the reliability of nancial reporting and the preparation of standalone nancial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal nancial controls with reference to
101
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
K Sudhakar
Partner
Place : Chennai Membership No.: 214150
Date : 24 May 2023 ICAI UDIN:23214150BGXPGE8192
nancial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of standalone nancial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material eect on the standalone
nancial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
Because of the inherent limitations of internal nancial controls with reference to nancial statements, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal nancial controls with reference to nancial statements to future periods are
subject to the risk that the internal nancial controls with reference to nancial statements may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
102
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes
As at
31 March 2023
As at
31 March 2022
ASSETS
Non-current assets
Property, plant and equipment 3.1 43,158.30 44,087.25
Capital work-in-progress 3.2 7,682.79 2,026.10
Right of use assets 3.1 14,238.82 8,530.48
Intangible assets 3.1 1,155.01 948.36
Financial assets
(i) Investments 4.1 100.00 100.00
(ii) Other nancial assets 4.2 1,839.52 1,916.56
Deferred tax asset (net) 6.1 2,204.40 1,846.40
Non-current tax assets (net) 6.2 3,965.27 4,504.08
Other non-current assets 5 3,961.76 4,240.32
Total non-current assets
78,305.87 68,199.55
Current assets
Inventories 7 15,520.54 14,477.26
Financial assets
(i) Investments 4.1 10,013.88 39,810.73
(ii) Trade receivables 8 75,786.19 66,638.33
(iii) Cash and cash equivalents 9 8,577.33 8,824.63
(iv) Bank balances other than (iii) above 9.1 108,292.53 58,085.26
(v) Other nancial assets 4.2 225.09 -
Other current assets 5 5,260.27 7,631.94
Total current assets
223,675.83 195,468.15
Total assets
301,981.70 263,667.70
EQUITY AND LIABILITIES
Equity
Equity share capital 10 948.38 948.38
Other equity 11 239,963.30 210,459.38
Total equity
240,911.68 211,407.76
Non-current liabilities
Financial liabilities
(i) Lease liabilities 12 6,172.59 26.72
Provisions 13 1,576.79 2,387.03
Total non-current liabilities
7,749.38 2,413.75
Current liabilities
Financial liabilities
(i) Lease liabilities 12 361.92 361.91
(ii) Trade payables 14
- total outstanding dues of micro enterprises and small enterprises 1,540.88 1,840.74
- total outstanding dues of creditors other than micro enterprises and small enterprises 34,327.53 32,779.67
(iii) Other nancial liabilities 15 7,771.10 4,853.38
Other current liabilities 16 6,238.44 6,161.00
Provisions 13 2,004.98 2,399.47
Current tax liabilities (net) 17 1,075.79 1,450.02
Total current liabilities
53,320.64 49,846.19
Total equity and liabilities
301,981.70 263,667.70
Signicant accounting policies. 2.2
Notes to the standalone nancial statements are an integral part of the standalone nancial statements
Standalone Balance Sheet as at 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
103
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
Notes
For the year ended
31 March 2023
For the year ended
31 March 2022
Revenue from operations 18 344,458.60 254,335.39
Other income 19 6,701.31 3,752.92
Total income
351,159.91 258,088.31
Expenses
Cost of materials consumed 20 219,676.11 164,934.31
Changes in inventories of nished goods and work-in-progress 21 29.86 (601.96)
Employee benets expense 22 37,670.83 32,868.58
Finance costs 23 566.54 190.18
Depreciation and amortisation expense 24 10,476.38 9,243.17
Other expenses 25 40,051.37 31,879.74
Total expenses
308,471.09 238,514.02
Prot before tax
42,688.82 19,574.29
Tax expense 28
- Current tax 11,282.67 6,434.31
- Deferred tax (361.19) (1,067.46)
10,921.48 5,366.85
Prot for the year
31,767.34 14,207.44
Other comprehensive income / (loss)
Items that will not be reclassied to prot or loss
Remeasurements of dened benet liability / (asset) 29 15.88 (472.50)
Income tax relating to items that will not be reclassied to prot or loss 28 (3.19) 118.92
Other comprehensive income/(loss) for the year, net of tax
12.69 (353.58)
Total comprehensive income for the year, net of tax
31,780.03 13,853.86
Earnings per equity share of INR 5 each
Basic earnings per share (INR) 30 167.48 74.90
Diluted earnings per share (INR) 30 167.48 74.90
Signicant accounting policies. 2.2
Notes to the standalone nancial statements are an integral part of the standalone nancial statements
Standalone Statement of Prot & Loss for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
104
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Standalone Statement of Cash Flows for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
Particulars Notes 31 March 2023 31 March 2022
A. Cash ow from/(used) in operating activities:
Prot before tax 42,688.82 19,574.29
Adjustments to reconcile prot before tax to net cash ow:
Depreciation and amortisation expense 24 10,476.38 9,243.17
(Prot)/ loss on sale of nancial instruments (net) 19 (549.26) (1,881.56)
Impairment allowance / reversal for bad and doubtful debts / advances 25 689.43 258.74
Interest income 19 (5,251.64) (1,867.64)
Finance costs 23 566.54 190.18
Net gain on sale of property, plant and equipment 19 (21.80) -
Net foreign exchange differences (unrealised) (42.87) (177.03)
Operating prot before working capital changes
48,555.60 25,340.15
Adjustments for :
(Increase)/ decrease in inventories (1,043.28) (3,105.66)
(Increase)/ decrease in trade receivables (10,092.44) (7,991.40)
(Increase)/ decrease in other nancial assets (431.07) (455.60)
(Increase)/ decrease in other assets 2,260.80 3,584.35
Increase / (decrease) in provisions and other liabilities (1,111.31) 1,563.71
Increase/ (decrease) in nancial liabilities 1,568.92 566.43
Increase/ (decrease) in trade payables 1,285.48 1,310.65
Cash generated from operations
40,992.70 20,812.63
Income tax paid (11,118.09) (7,004.68)
Net cash ow from/(used) in operating activities
29,874.61 13,807.95
B. Cash ow from/(used) in investing activities:
Purchase of property, plant, equipment and intangible assets (12,781.64) (10,072.13)
(including capital work in progress, capital advances and capital creditors)
Proceeds from sale of property, plant and equipment 25.86 -
Payment for acquiring right of use assets - (7,559.20)
Purchase of mutual fund units (42,997.85) (215,789.20)
Proceeds from sale of mutual fund units 73,343.96 241,856.82
Investment in subsidiary - (100.00)
Investment in equity instruments pending allotment (175.00) -
(Purchase of) / proceeds from maturity of bank deposits (48,333.58) (27,752.62)
Interest income 3,813.84 1,581.64
Net cash ows from/(used) in investing activities
(27,104.41) (17,834.69)
105
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Particulars Notes 31 March 2023 31 March 2022
C. Cash ow from/(used) in nancing activities:
Dividends paid (2,276.11) (2,086.44)
Payment of lease liabilities (409.92) (713.80)
Interest on lease liabilities (420.94) (44.80)
Net cash ows from/(used) in nancing activities
(3,106.97) (2,845.04)
Net decrease in cash and cash equivalents [A+B+C]
(336.77) (6,871.78)
Cash and cash equivalents at the beginning of the year 8,824.63 15,678.77
Effect of movements in exchange rates on cash held 89.47 17.64
Cash and cash equivalents as at end of the year 8,577.33 8,824.63
Components of cash and cash equivalents
i) Cash on hand 0.02 9.61
ii) On current accounts 8,577.31 8,815.02
Cash and cash equivalents as per balance sheet (refer note 9)
8,577.33 8,824.63
Signicant accounting policies (note 2.2)
Notes to the standalone nancial statements are an integral part of the standalone nancial statements.
Standalone Statement of Cash Flows for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
106
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Standalone Statement of Changes in Equity for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
a. Equity share capital
Equity shares of INR 5 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2021 18,967,584 948.38
Changes in equity share capital during the year - -
Balance as at 31 March 2022 18,967,584 948.38
Changes in equity share capital during the year - -
Balance as at 31 March 2023
18,967,584 948.38
b. Other equity
For the year ended 31 March 2023
Particulars
Reserves and Surplus Items of OCI
Total
General reserve
Capital
reorganisation
reserve
Retained Earnings
Re-measurement
of dened benet
liability
Balance as at 1 April 2022 24,776.38 5.00 185,678.00 - 210,459.38
Prot for the year - - 31,767.34 12.69 31,780.03
Other comprehensive income (Note 29) - - 12.69 (12.69) -
Total 24,776.38 5.00 217,458.03 - 242,239.41
Dividend - - (2,276.11) - (2,276.11)
Balance as at 31 March 2023 24,776.38 5.00 215,181.92 - 239,963.30
For the year ended 31 March 2022
Particulars
Reserves and Surplus Items of OCI
Total
General reserve
Capital
reorganisation
reserve
Retained Earnings
Re-measurement
of dened benet
liability
Balance as at 1 April 2021 24,776.38 5.00 173,910.58 - 198,691.96
Prot for the year - - 14,207.44 (353.58) 13,853.86
Other comprehensive income (Note 29) - - (353.58) 353.58 -
Total 24,776.38 5.00 187,764.44 - 212,545.82
Dividend - - (2,086.44) - (2,086.44)
Balance as at 31 March 2022 24,776.38 5.00 185,678.00 - 210,459.38
Signicant accounting policies (Note 2.2)
Notes to the standalone nancial statements are an integral part of the standalone nancial statements
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
107
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Standalone Financial Statement for the year ended 31 March 2023
1. CORPORATE INFORMATION
ZF Commercial Vehicle Control Systems India Limited (formerly known as WABCO India Limited) (“Company”, “ZF CVCS India”) was incorporated originally
on November 18, 2004. The Company is a public limited company domiciled in India and has its securities listed on BSE Limited and National Stock
Exchange of India Limited in India. The registered ofce of the Company is located at Plant 1, Plot No.3, (SP), III Main Road, Ambattur Industrial Estate,
Chennai - 600 058, India. The Company’s holding company is WABCO Asia Private Limited and ultimate holding company is ZF Friedrichshafen AG
Effective from 7 March 2022, the name of the Company has been changed from WABCO India Limited to ZF Commercial Vehicle Control Systems India
Limited.
The Company is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The Company is also engaged in rendering
of software development and other services.
The standalone nancial statements were authorized for issue in accordance with a resolution of the Board of directors at the meeting held on 24 May 2023.
2.1 Basis of preparation
The standalone nancial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notied under Sec 133
of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and presentation requirements of Division
II of Schedule III to the Companies Act, 2013.
The standalone nancial statements have been prepared on a historical cost basis, except for certain nancial assets, nancial liabilities and dened benet
plan assets measured in accordance with Ind AS 19 (refer accounting policy on the same).
The standalone nancial statements are presented in INR (the functional currency of the Company) and all values are rounded to the nearest lakhs (INR
00,000), except when otherwise indicated.
2.2 Summary of signicant accounting policies
This note provides a list of the signicant accounting policies adopted in the preparation of these standalone nancial statements. These policies have been
consistently applied for all the years presented, unless otherwise stated.
(a) Current vs non-current classication
The Company presents assets and liabilities in the balance sheet based on current/ non-current classication. An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period; or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Company classies all other assets as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle;
- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period; or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Company classies all other liabilities as non-current.
Deferred tax assets and liabilities are classied as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has
identied twelve months as its operating cycle.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(b) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability; or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-nancial asset takes into account a market participant’s ability to generate economic benets by using the asset in its
highest and best use of selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate under the circumstances and for which sufcient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the standalone nancial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is signicant to the fair value measurement as a whole:
- Level 1- Quoted (unadjusted) market price in active markets for identical assets or liabilities.
- Level 2 - Valuation techniques for which the lowest level input that is signicant to the fair value measurement is directly or indirectly observable.
- Level 3 - Valuation techniques for which the lowest level input that is signicant to the fair value measurement is unobservable.
For assets and liabilities that are recognized in the standalone nancial statements on a recurring basis, the Company determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is signicant to the fair value measurement as
a whole) at the end of each reporting period.
The Company’s management determines the policies and procedures for both recurring fair value measurement, such as investments and deposits
measured at fair value, and for non-recurring measurement.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarizes accounting policy for fair value. Other fair value related disclosures are given in the relevant notes to the standalone nancial
statements.
(c) Revenue recognition
(i) Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reects
the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that
it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.
Goods and Service Tax (GST) is the tax collected on the commodities sold by the Company on behalf of the government, accordingly, it is excluded
from revenue. Revenue recognised by the Company is net of price revision and claims. The specic revenue recognition criteria described below, must
also be met before revenue is recognised.
a. Sale of products / goods
Revenue from sale of goods is recognised when control of the goods is transferred to the Customers. The normal credit term is in the range of 15 to
90 days upon delivery except for some customers who are on advance payment term. Revenue from the sale of goods is measured at the transaction
price, net of returns and allowances, trade discounts and volume rebates.
The Company considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction
price needs to be allocated (e.g., warranties). In determining the transaction price for the sale of goods, the Company considers the effects of variable
consideration, the existence of signicant nancing components, non-cash consideration, and consideration payable to the customer (if any).
Variable consideration
If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable
that a signicant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
Volume rebates / discounts
Arrangements with most Original Equipment Manufacturer (‘OEM’) customers include a provision for volume rebates / discounts. In those instances
where there is a valid expectation from the customers to receive a discount, the amount of variable consideration which is included in the transaction
price may be constrained, and is included in the net sales price only to the extent that it is probable that a signicant reversal in the amount of the
cumulative revenue recognized under the arrangement will not occur in a future period. The Company applies the most likely amount method for
determining the discount.
b. Revenue from sale / rendering of services
- Revenue from software services
Revenue from sale of services is recognized as and when related costs are incurred and services are performed in accordance with the terms of
specic contracts.
- Revenue from research and development services
Revenue relating to research & development services are recognized on a xed hourly basis when the services are rendered.
- Revenue from business support services and other service income
Revenue from sale of services is recognized as related costs are incurred and services are performed in accordance with the terms of specic
contracts. Revenue from test track usage income is recognised as and when the services are performed in accordance with contractual terms.
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring
goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned
consideration that is conditional.
Trade receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before
payment of the consideration is due). Refer to accounting policies of nancial assets in section (o) nancial instruments – initial recognition and
subsequent measurement.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the
Company performs under the contract.
(ii) Interest income
Interest income or expense is recognised using the effective interest method.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the nancial
instrument to:
- the gross carrying amount of the nancial asset; or
- the amortised cost of the nancial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-
impaired) or to the amortised cost of the liability.
However, for nancial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective
interest rate to the amortised cost of the nancial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the
gross basis.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(d) Foreign currency transactions and balances
The Company’s standalone nancial statements are presented in INR which is also the functional currency of the Company. Transactions in foreign
currencies are initially recorded in the functional currency using the spot rates at the date the transaction rst qualies for recognition. However, for
practical reasons, the Company uses an average rate if the rate approximates the actual rate at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences
arising on settlement or translation of monetary item are recognised in standalone statement of prot or loss.
(e) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost includes cost incurred in bringing each product to its present location, condition
and are accounted for as follows:
Raw materials: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is
determined on weighted average basis.
Finished goods and work-in-progress: Cost includes cost of direct materials, direct labour and an appropriate proportion of variable and xed
overhead expenditure, the latter being allocated on the basis of normal operating capacity, but excluding borrowing costs.
Stores and spare parts: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition.
Cost is determined on weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs
necessary to make the sale.
(f) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outow
of resources embodying economic benets will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The expense relating to a provision is presented in the standalone statement of prot and loss net of any reimbursement. If the effect of the time value
of money is material, provisions are discounted using a current pre-tax rate that reects, when appropriate, the risks specic to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognised as a nance cost.
Warranty
Provisions for warranty related costs are recognized as and when the product is sold or service provided. Provision is based on historical experience.
The estimate of such warranty related costs is reviewed annually. A provision is recognized for expected warranty claims on products sold, based on
past experience of the level of repairs and returns. Assumptions used to calculate the provision for warranties are based on current sales levels and
current information available about returns. The Company generally offers 12 - 24 months of warranty for its products.
(g) Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be conrmed by the occurrence or non-occurrence of one
or more uncertain future events beyond the control of the Company. It includes a present obligation that is not recognized because it is not probable that
an outow of resources will be required to settle the obligation. It also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone nancial
statements.
(h) Government grants and subsidies
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied
with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it
is intended to compensate, are expensed. When the grant relates to an asset, is recognised as income in equal amounts over the expected useful life
of the related asset.
(i) Taxes
Current Income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates
and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the country where the Company
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
operates and generates taxable income. Current income tax relating to items recognised outside prot or loss is recognised outside standalone
statement of prot and loss (either in other comprehensive income or in equity). Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is recognized in respect of temporary differences between the tax bases of assets and liabilities and their carrying amounts for nancial
reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax
liability arises from an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting prot nor taxable prot or loss.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses.
Deferred tax assets are recognised to the extent that it is probable that taxable prot will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except when the deferred tax asset relating to the
deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting prot nor taxable prot or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufcient
taxable prot will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable prots will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside prot or loss is recognised outside prot or loss (either in other comprehensive income or in equity).
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities
and the deferred taxes relate to the same taxable entity and the same taxation authority.
(j) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months
or less, which are subject to an insignicant risk of changes in value.
(k) Property, plant and equipment
Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance
sheet at cost (net of duty / tax credit availed) less accumulated depreciation and accumulated impairment losses.
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Cost
of an item of property, plant and equipment comprises its purchase price, any directly attributable cost of bringing the item to its working condition for
its intended use and estimated costs of dismantling and removing the item and restoring the site. Cost includes professional fees and, for qualifying
assets, borrowing costs capitalised in accordance with the Company’s accounting policy. Such properties are classied to the appropriate categories
of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. The cost
of property, plant and equipment not ready for intended use before such date is disclosed under capital work-in-progress. Freehold land is carried at
historical cost less any accumulated impairment losses.
When signicant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their
specic useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a
replacement if the recognition criteria are satised and the same is depreciated based on their specic useful lives. All other expenses on existing
property, plant and equipment, including day-to-day repair and maintenance expenditure, are charged to the standalone statement of prot and loss
for the period during which such expenses are incurred.
An item of property, plant and equipment and any signicant part initially recognised is derecognised upon disposal or when no future economic
benets are expected from its use or disposal. Gains or losses arising from derecognition of property, plant and equipment are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the standalone statement of prot and loss
when the asset is derecognized.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
The Company identies and determines cost of asset signicant to the total cost of the asset having useful life that is materially different from that of
the life of the principal asset.
Depreciation is provided using the straight line method as per the useful lives of the assets estimated by the management, or at the rates prescribed
under Schedule II of the Companies Act, 2013. The useful life estimate for major classes of assets is as follows:
Asset block Useful life of the asset (years)
Buildings
Plant and machinery
Tools, Dies & Jigs
Computers
Oce & other equipments
Furniture and xtures
Vehicles
10-30
10-21
3-5
3
5-13
10
6
The Company, based on assessment made by technical expert and management estimate, depreciates certain items of building, plant and machinery
over estimated useful lives and residual value which are different from the useful life and residual values prescribed in Schedule II to the Companies
Act, 2013. The management believes that these estimated useful lives and residual values are realistic and reect fair approximation of the period over
which the assets are likely to be used.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each nancial year end and adjusted
prospectively, if appropriate. The Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of
April 1, 2015 (the transition date) measured as per the previous GAAP and use such carrying value as its deemed cost as of the transition date.
Intangible assets
Intangible assets with nite useful lives that are acquired separately, is capitalised and carried at cost less accumulated amortisation and accumulated
impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation
method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Costs incurred towards purchase of computer software and licenses are amortised using the straight-line method over a period based on management’s
estimate of useful lives of such computer software and licenses being 2 / 3 years, or over the license period of the software, whichever is shorter.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benets are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset is recognised
in standalone statement of prot and loss when the asset is derecognised.
Impairment of property, plant & equipment and intangible assets carried at cost
The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external factors. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An impairment
loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets or
cash-generating units (CGU) recoverable value and its value in use. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s
(CGU) fair value less costs of disposal and its value in use. In assessing value in use, the estimated future cash ows are discounted to their present
value using a pre-tax discount rate that reects current market assessments of the time value of money and risks specic to the asset.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment
loss is increased or reversed depending only for change in assumptions or internal/external factors. However, the carrying value after reversal is not
increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.
(l) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get
ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. It also includes exchange
differences to the extent regarded as an adjustment to the borrowing costs.
(m) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identied asset for a period of time in exchange for consideration.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
At commencement or on modication of a contract that contains a lease component, the Company allocates the consideration in the contract to each
lease component on the basis of its relative stand-alone prices. However, for the leases of property the Company has elected not to separate non-lease
components and account for the lease and non-lease components as a single lease component.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost,
which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful
life of the right-of-use asset or the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of
the lease term or the cost of the right-of-use asset reects that the Company will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses
its incremental borrowing rate as the discount rate.
The Company determines its incremental borrowing rate by obtaining interest rates from various external nancing sources and makes certain
adjustments to reect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
• xed payments, including in-substance xed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the
Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably
certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value
guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-
substance xed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded
in prot or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Company
recognises the lease payments associated with these leases as an expense in prot or loss on a straight-line basis over the lease term.
(n) Retirement and other employee benets
i. Dened benet plan
• Provident Fund
Eligible employees of Company received benets from a provident fund, which was a dened benet plan. Under the plan, both the eligible employee
and the Company made monthly contributions to the provident fund plan equal to a specied percentage of the covered employee’s salary. The
Company contributed a portion to the WABCO India Limited Employee Provident Fund Trust (‘Provident Fund Trust’) and a remaining portion was
contributed to the government administered pension fund. The Provident Fund Trust invested funds available in specic designated instruments as
permitted by extant Indian laws and regulations. The rate at which the annual interest is payable to the beneciaries by the provident fund trust was
administered by the government. The Company had an obligation to make good the shortfall, if any, between the return from the investments of the
Provident fund Trust and the notied interest rate.
During the year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident
Fund Trust (‘Provident Fund Trust’) to Employees’ Provident Fund Organisation (‘EPFO’) based on the Company’s obligation as at 30 June 2022 by
availing the option of depositing entire corpus of Provident Fund Trust to EPFO.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
• Gratuity and Pension
Under the gratuity plan, every employee who has completed at least ve years of service gets a gratuity on separation at 15 days of last drawn basic
salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India.
The Company also operates a pension plan for select employees, the eligibility and the terms and conditions of payment are at the discretion of the
Company. Gratuity and pension liabilities are dened benet obligations and are provided for on the basis of an actuarial valuation done as per the
projected unit credit method as at the end of each nancial year.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net dened
benet liability and the return on plan assets (excluding amounts included in net interest on the net dened benet liability), are recognised immediately
in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not
reclassied to prot or loss in subsequent periods.
ii. Other employment benets
• Compensated absence
Short term compensated absences are provided for based on estimates. Long term compensated absences in the nature of dened benet plan are
provided for based on actuarial valuation at the year end. The actuarial valuation is done as per projected unit credit method. Re-measurement gain or
loss is taken to the standalone statement of prot and loss and are not deferred. Past service costs are recognised in prot or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net dened benet liability or asset. The Company recognises the changes in the net
dened benet obligation as an expense in the standalone statement of prot and loss as service costs comprising current service costs, past-service
costs, gains and losses on curtailments and non-routine settlements and net interest expense or income.
iii. Dened contribution plan.
Dened contribution plan includes contribution to employee state insurance scheme, employee provident fund (from the period of surrender of the
Trust as mentioned above) and employee pension scheme. The Company has no obligation other than the contribution payable under the above
schemes. The Company recognises the contribution payable to the above schemes as an expenditure when the employee renders related service. If
the contribution payable to the schemes for services received before the Balance Sheet date exceeds the contribution already paid, the decit payable
to the scheme is recognised as a liability after deducting the contribution already paid. If on the other hand the contribution already paid exceeds the
contribution due for the services received before the Balance Sheet date, then the excess is recognised as an asset to the extent that the prepayment
will lead to reduction in future payment or cash refund.
iv. Termination benets - Voluntary retirement
The Company has a scheme of voluntary retirement applicable to certain employees. The amount payable under such scheme is recognised earlier of
when the employee accepts the offer or when a restriction of the entity’s ability to accept the offer takes effect.
(o) Financial instruments
i. Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other nancial assets and nancial liabilities are
initially recognised when the Company becomes a party to the contractual provisions of the instrument.
A nancial asset (unless it is a trade receivable without a signicant nancing component) or nancial liability is initially measured at fair value plus
or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a signicant
nancing component is initially measured at the transaction price.
ii. Classication and subsequent measurement
On initial recognition, a nancial asset is classied as measured at:
- amortised cost;
- FVOCI – debt investment;
- FVOCI – equity investment; or
- FVTPL.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Financial assets are not reclassied subsequent to their initial recognition unless the Company changes its business model for managing nancial
assets, in which case all affected nancial assets are reclassied on the rst day of the rst reporting period following the change in the business model.
A nancial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash ows; and
- its contractual terms give rise on specied dates to cash ows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash ows and selling nancial assets; and
- its contractual terms give rise on specied dates to cash ows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the
investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All nancial assets not classied as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative
nancial assets. On initial recognition, the Company may irrevocably designate a nancial asset that otherwise meets the requirements to be measured
at amortised cost or at FVOCI as at FVTPL if doing so eliminates or signicantly reduces an accounting mismatch that would otherwise arise.
Financial assets – Business model assessment
The Company makes an assessment of the objective of the business model in which a nancial asset is held at a portfolio level because this best
reects the way the business is managed and information is provided to management. The information considered includes:
- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy
focuses on earning contractual interest income, maintaining a particular interest rate prole, matching the duration of the nancial assets to the
duration of any related liabilities or expected cash outows or realising cash ows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Company’s management;
- the risks that affect the performance of the business model (and the nancial assets held within that business model) and how those risks are
managed;
- how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual
cash ows collected; and
- the frequency, volume and timing of sales of nancial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of nancial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent
with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets – Assessment whether contractual cash ows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is dened as the fair value of the nancial asset on initial recognition. ‘Interest’ is dened as consideration
for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic
lending risks and costs (e.g. liquidity risk and administrative costs), as well as a prot margin.
In assessing whether the contractual cash ows are solely payments of principal and interest, the Company considers the contractual terms of the
instrument. This includes assessing whether the nancial asset contains a contractual term that could change the timing or amount of contractual cash
ows such that it would not meet this condition. In making this assessment, the Company considers:
- contingent events that would change the amount or timing of cash ows;
- terms that may adjust the contractual coupon rate, including variable-rate features;
- prepayment and extension features; and
- terms that limit the Company’s claim to cash ows from specied assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents
unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the
contract.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
116
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Additionally, for a nancial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an
amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable
compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignicant at initial
recognition.
Financial assets – Subsequent measurement and gains and losses
Financial assets at FVTPL - These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income,
are recognised in prot or loss.
Financial assets at amortised cost - These assets are subsequently measured at amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in prot or loss. Any gain or
loss on derecognition is recognised in prot or loss.
Debt investments at FVOCI - These assets are subsequently measured at fair value. Interest income calculated using the effective interest method,
foreign exchange gains and losses and impairment are recognised in prot or loss. Other net gains and losses are recognised in OCI. On derecognition,
gains and losses accumulated in OCI are reclassied to prot or loss.
Equity investments at FVOCI - These assets are subsequently measured at fair value. Impairment losses (and reversal of impairment losses) on
equity investments measured at FVOCI are not reported separately from other changes in fair value. Dividends are recognised as income in prot or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are
not reclassied to prot or loss.
Financial liabilities – Classication, subsequent measurement and gains and losses
Financial liabilities are classied as measured at amortised cost or FVTPL. A nancial liability is classied as at FVTPL if it is classied as held-for-
trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and
losses, including any interest expense, are recognised in prot or loss. Other nancial liabilities are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and losses are recognised in prot or loss. Any gain or loss on derecognition
is also recognised in prot or loss.
iii. Derecognition
The Company derecognises a nancial asset when:
- the contractual rights to the cash ows from the nancial asset expire; or
- it transfers the rights to receive the contractual cash ows in a transaction in which either:
• substantially all of the risks and rewards of ownership of the nancial asset are transferred; or
• the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the nancial asset.
The Company enters into transactions whereby it transfers assets recognised on its balance sheet but retains either all or substantially all of the risks
and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.
The Company derecognises a nancial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognises
a nancial liability when its terms are modied and the cash ows of the modied liability are substantially different, in which case a new nancial liability
based on the modied terms is recognised at fair value.
On derecognition of a nancial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash
assets transferred or liabilities assumed) is recognised in prot or loss.
iv. Offsetting
Financial assets and nancial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently
has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
117
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(p) Dividend to shareholders
Final dividend distributed to equity shareholders is recognised in the period in which it is approved by the members of the Company in the Annual
General Meeting. Interim dividend is recognised when approved by the Board of Directors at the Board Meeting. Both nal dividend and interim
dividend are recognised in the Statement of Changes in Equity.
(q) Earnings Per Share
Basic earnings per share are calculated by dividing the net prot for the period attributable to equity shareholders by the weighted average number of
equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net prot for the period attributable to equity shareholders and the weighted average
number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares, if any.
(r) Recent pronouncements
Ministry of Corporate Affairs (“MCA”) noties new standard or amendments to the existing standards under Companies (Indian Accounting Standards)
Rules as issued from time to time. On 31 March 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the
Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1 April 2023, as below:
Ind AS 1 – Presentation of nancial statements
The amendments require companies to disclose their material accounting policies rather than their signicant accounting policies. Accounting policy
information, together with other information, is material when it can reasonably be expected to inuence decisions of primary users of general purpose
standalone nancial statements. The Company does not expect this amendment to have any signicant impact in its standalone nancial statements.
Ind AS 12 – Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments
narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to
transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does not expect this amendment
to have any signicant impact in its standalone nancial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting estimates. The denition of a change in accounting
estimates has been replaced with a denition of accounting estimates. Under the new denition, accounting estimates are “monetary amounts in
standalone nancial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items
in standalone nancial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to
have any signicant impact in its standalone nancial statements.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
3.1 Property plant and equipment, Right of use assets and Intangible assets
Reconciliation of carrying amount Property, plant and equipment Right of use assets Intangible Assets
Description
Freehold
Land
Buildings Plant and
Machinery,
Tools, Dies &
Jigs
Furniture
and
xtures
Ofce
and other
equipments
Vehicles Total Leasehold
land
Buildings Total Computer
software
and
licenses
Total
Cost
Balance as at 1 April 2021 1,829.06 9,625.25 61,626.01 491.44 5,666.03 529.13 79,766.92 698.80 1,993.59 2,692.39 2,335.67 2,335.67
Add: Additions - 220.05 8,416.85 102.71 2,172.38 55.04 10,967.03 7,559.20 - 7,559.20 1,058.54 1,058.54
Less: Disposals / Derecognition - - - - - - - - - - - -
Balance as at 31 March 2022 1,829.06 9,845.30 70,042.86 594.15 7,838.41 584.17 90,733.95 8,258.00 1,993.59 10,251.59 3,394.21 3,394.21
Balance as at 1 April 2022 1,829.06 9,845.30 70,042.86 594.15 7,838.41 584.17 90,733.95 8,258.00 1,993.59 10,251.59 3,394.21 3,394.21
Add: Additions - - 5,005.67 1,304.33 1,587.39 - 7,897.39 - 6,577.93 6,577.93 991.16 991.16
Less: Disposals / Derecognition - - 245.15 0.42 10.09 65.63 321.29 - 1,782.23 1,782.23 - -
Balance as at 31 March 2023 1,829.06 9,845.30 74,803.38 1,898.06 9,415.71 518.54 98,310.05 8,258.00 6,789.29 15,047.29
4,385.37 4,385.37
118
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Accumulated depreciation and impairment losses
Balance as at 1 April 2021 - 2,687.07 31,913.46 198.37 3,254.65 224.44 38,277.99 22.64 1,263.61 1,286.25 2,006.25 2,006.25
Add: Charge for the year - 461.25 6,372.65 96.54 1,379.96 58.31 8,368.71 63.66 371.20 434.86 439.60 439.60
Less: Disposals / Derecognition - - - - - - - - - - - -
Balance as at 31 March 2022 - 3,148.32 38,286.11 294.91 4,634.61 282.75 46,646.70 86.30 1,634.81 1,721.11 2,445.85 2,445.85
Balance as at 1 April 2022 - 3,148.32 38,286.11 294.91 4,634.61 282.75 46,646.70 86.30 1,634.81 1,721.11 2,445.85 2,445.85
Add: Charge for the year - 470.87 6,345.94 121.59 1,786.88 97.00 8,822.28 72.91 796.68 869.59 784.51 784.51
Less: Disposals / Derecognition - - 245.15 0.13 9.60 62.35 317.23 - 1,782.23 1,782.23 - -
Balance as at 31 March 2023 - 3,619.19 44,386.90 416.37 6,411.89 317.40 55,151.75 159.21 649.26 808.47 3,230.36 3,230.36
Carrying amounts
As at 31 March 2022 1,829.06 6,696.98 31,756.75 299.24 3,203.80 301.42 44,087.25 8,171.70 358.78 8,530.48 948.36 948.36
As at 31 March 2023 1,829.06 6,226.11 30,416.48 1,481.69 3,003.82 201.14 43,158.30 8,098.79 6,140.03 14,238.82 1,155.01 1,155.01
Note: All the title deeds of immovable properties are held in the name of the Company. The Company has not revalued its property, plant and equipment, intangible assets
and right of use assets.
3.2 Capital work-in-progress
Capital Work In Progress ('CWIP') comprises expenditure for the plants and buildings in various stages of installation.
31 March 2023 31 March 2022
Opening balance 2,026.10 4,973.67
Additions 13,596.53 8,019.46
Capitalisation / adjustments (7,939.84) (10,967.03)
Closing balance
7,682.79 2,026.10
Ageing schedule As at 31 March 2023 As at 31 March 2022
Amount in CWIP for a period of Total Amount in CWIP for a period of Total
Less than
1 year
1-2 years 2-3 years More than
3 years
Less than
1 year
1-2 years 2-3 years More than
3 years
Projects in progress 7,313.00 328.90 29.31 11.58 7,682.79 1,129.84 258.17 638.09 - 2,026.10
Projects temporarily suspended - - - - - - - - - -
Total 7,313.00 328.90 29.31 11.58 7,682.79 1,129.84 258.17 638.09 - 2,026.10
Note: The Company does not have any capital work in progress which is overdue or has exceeded its cost compared to its original plan and hence,
capital work in progress completion schedule is not applicable.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
Reconciliation of carrying amount Property, plant and equipment Right of use assets Intangible Assets
Description
Freehold
Land
Buildings Plant and
Machinery,
Tools, Dies &
Jigs
Furniture
and
xtures
Ofce
and other
equipments
Vehicles Total Leasehold
land
Buildings Total Computer
software
and
licenses
Total
119
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
4.1 Investments
Non-Current - unquoted
Investment in subsidiary - measured at cost
1,000,000 (previous year: 1,000,000) equity shares of INR 10 each fully paid up in
ZF CV Control Systems Manufacturing India Private Limited
100.00 100.00
100.00 100.00
Current - unquoted
Investments at fair value through prot or loss (fully paid)
Investments in Mutual Funds 10,013.88 39,810.73
10,013.88 39,810.73
Aggregate value of unquoted investments 10,113.88 39,910.73
Aggregate amount of impairment in value of investments - -
4.2 Other nancial assets
Non-Current
Non-current bank balances (refer note below) 274.52 732.54
Security deposits 1,565.00 1,184.02
1,839.52 1,916.56
Current
Investment in equity instruments pending allotment
- Enerparc Solar Power 3 Private Limited 175.00 -
Others * 50.09 -
225.09 -
Note: Represents deposits placed with banks as margin money towards guarantees provided by the banks on behalf of the Company.
* For amount outstanding from related parties and the terms and conditions relating to that, refer Note 37.
5 Other assets
Non-Current
Capital advances (Unsecured considered good) * 1,190.54 1,606.80
Capital advances (Unsecured considered doubtful) 98.26 96.91
Less: Provision for doubtful advances (98.26) (96.91)
1,190.54 1,606.80
Amount paid under protest 1,842.81 1,842.81
Net dened benet asset – pension plan (refer note 33) 928.41 790.71
3,961.76 4,240.32
Current
Advances to vendors (Unsecured considered good) * 1,987.93 1,972.31
Advances to vendors (Unsecured considered doubtful) 621.08 685.56
Less: Provision for doubtful advances (621.08) (685.56)
1,987.93 1,972.31
Grant receivable (export incentive) 455.95 4,528.36
Prepaid expenses 1,097.20 880.65
Balance with government authorities 1,719.19 250.62
5,260.27 7,631.94
* For amount outstanding from related parties and the terms and conditions relating to that, refer Note 37.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
120
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
6.1 Deferred tax assets (net)
Balance Sheet Statement of Prot and Loss
Nature - (Liability) / Asset 31 March
2023
31 March
2022
31 March
2023
31 March
2022
Deferred tax assets
Provision for doubtful trade receivables and advances 690.59 529.07 161.52 90.03
Provision for employee benets and others 1,106.66 1,461.53 (354.87) 862.99
Provision for warranty 402.31 462.51 (60.20) 163.41
Others 215.54 225.31 (9.77) (342.07)
Total (A) 2,415.10 2,678.42 (263.32) 774.36
Deferred tax liabilities
Difference between depreciation as per books of accounts and the Income Tax Act, 1961 210.70 760.04 (549.34) (484.00)
Others - 71.98 (71.98) 71.98
Total (B) 210.70 832.02 (621.32) (412.02)
Deferred tax expenses / (income) (B-A) (358.00) (1,186.38)
Net deferred tax (liabilities) / assets (A-B) 2,204.40 1,846.40
31 March 2023 31 March 2022
Reconciliation of deferred tax assets / (liabilities) - (net)
As on 1 April 1,846.40 660.02
Tax income/(expense) during the period recognised in prot and loss 361.19 1,067.46
Tax income/(expense) during the period recognised in OCI (3.19) 118.92
As on 31 March
2,204.40 1,846.40
6.2 Non-current tax assets (net)
Advance income tax (net of provision for tax) 3,965.27 4,504.08
3,965.27 4,504.08
7 Inventories
(lower of cost and net realisable value)
Raw materials * 11,270.09 10,527.95
Work-in-progress 564.21 299.13
Finished goods 2,667.61 2,962.55
Stores and spare parts 1,018.63 687.63
15,520.54 14,477.26
*includes goods in transit 2,311.67 1,888.26
During the year ended 31 March 2023: INR 25.18 lakhs (31 March 2022: INR 26.15 lakhs) was recognised as an expense for inventories carried at net
realisable value.
8 Trade receivables
Trade receivables
Secured, considered good - -
Unsecured, considered good 77,530.78 67,668.02
Trade receivables which have signicant increase in credit risk - -
Trade receivables - credit impaired - -
77,530.78 67,668.02
Less: Loss allowance (expected credit loss allowance) (1,744.59) (1,029.69)
75,786.19 66,638.33
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
121
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Trade receivables Ageing schedule
As at 31 March 2023
Not due Outstanding for following periods from due date of payment Total
Less than 6
months
6 months to
1 year
1-2 years 2-3 years More than 3
years
Undisputed Trade Receivables - considered good 68,081.67 7,328.12 925.11 507.62 116.43 571.83 77,530.78
Undisputed Trade receivables - which have signicant
increase in credit risk
- - - - - - -
Undisputed Trade receivables - credit impaired - - - - - - -
Disputed Trade Receivables - considered good - - - - - - -
Disputed Trade receivables - which have signicant
increase in credit risk
- - - - - - -
Disputed Trade receivables - credit impaired - - - - - - -
68,081.67 7,328.12 925.11 507.62 116.43 571.83 77,530.78
As at 31 March 2022
Not due Outstanding for following periods from due date of payment Total
Less than 6
months
6 months to
1 year
1-2 years 2-3 years More than 3
years
Undisputed Trade Receivables - considered good 58,996.27 6,985.44 887.87 159.38 218.17 420.89 67,668.02
Undisputed Trade receivables - which have signicant
increase in credit risk
- - - - - - -
Undisputed Trade receivables - credit impaired - - - - - - -
Disputed Trade Receivables - considered good - - - - - - -
Disputed Trade receivables - which have signicant
increase in credit risk
- - - - - - -
Disputed Trade receivables - credit impaired - - - - - - -
58,996.27 6,985.44
887.87 159.38 218.17 420.89 67,668.02
No trade receivable are due from directors or other ofcers of the Company either severally or jointly with any other person. For amount outstanding from
related parties and the terms and conditions relating to that, refer Note 37. Trade receivables are non-interest bearing and are generally on terms of 15
to 90 days depending on the type of the customer.
31 March
2023
31 March
2022
9 Cash and cash equivalents
Cash on hand 0.02 9.61
Balances with banks:
- On current accounts 8,577.31 8,815.02
8,577.33 8,824.63
For the purpose of the statement of cash ows, cash and cash equivalents comprise the following:
i) Cash on hand 0.02 9.61
ii) On current accounts 8,577.31 8,815.02
8,577.33 8,824.63
9.1 Other bank balances
Deposits with banks with original maturity of more than three months but less than twelve months 107,699.13 57,458.33
Earmarked balances with banks 593.40 626.93
108,292.53 58,085.26
Earmarked balances with banks primarily relate to unclaimed dividends and unspent corporate social responsibility amount
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
122
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March
2023
31 March
2022
Break up of nancial assets carried at amortised cost
Trade receivables (note 8) 75,786.19 66,638.33
Cash and cash equivalents (note 9) 8,577.33 8,824.63
Bank balances other than cash and cash equivalents (note 9.1) 108,292.53 58,085.26
Other nancial assets (note 4.2) 2,064.61 1,916.56
Total nancial assets at amortised cost
194,720.66 135,464.78
10 Equity share capital
Authorised capital
20,000,000 equity shares of INR 5 each (31 March 2022 : 20,000,000) 1,000.00 1,000.00
1,000.00 1,000.00
Issued, subscribed and fully paid-up capital
18,967,584 (31 March 2022: 18,967,584) equity shares of INR 5 each 948.38 948.38
948.38 948.38
Terms / rights attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s
residual assets on winding up. The equity shareholders are entitled to receive dividend as declared from time to time, subject to preferential right of
preference shareholders to payment of dividend. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/
its share of the paid-up equity share capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums
presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture. On winding up of the Company,
the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in
proportion to the number of equity shares held.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Number of
shares
Amount
At 1 April 2021 18,967,584 948.38
Issued during the year - -
At 31 March 2022
18,967,584 948.38
Issued during the year - -
At 31 March 2023
18,967,584 948.38
Shares held by holding company or their subsidiaries or associates
Out of equity shares issued by the Company, shares held by its holding Company or their subsidiaries or associates are as below:
Name of the Shareholder 31 March 2023 31 March 2022
Number of
shares
Amount Number of
shares
Amount
WABCO Asia Private Limited, Singapore 14,225,684 711.28 14,225,684 711.28
Apart from the above, there are no shares held by the Ultimate Holding Company, or their subsidiaries or associates.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
123
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Details of shareholders holding more than 5% shares in the company
Name of the shareholder 31 March 2023 31 March 2022
In numbers % holding in In numbers % holding in
the class the class
Equity shares of INR 5 each fully paid
WABCO Asia Private Limited, Singapore 14,225,684 75.00% 14,225,684 75.00%
SBI Large & Midcap Fund 1,710,909 9.02% - -
SBI Retirement Benet - Conservative Plan - - 1,732,405 9.13%
As per records of the Company, including its register of members, the above shareholding represents both legal and benecial ownerships of shares.
Details of shares held by promoters
As at 31 March 2023 As at 31 March 2022 % of change
during the
year
No. of shares % of total of
shares
No. of shares % of total of
shares
WABCO Asia Private Limited, Singapore 14,225,684 75.00% 14,225,684 75.00% 0.00%
14,225,684 75.00% 14,225,684 75.00% 0.00%
As at 31 March 2022 As at 31 March 2021 % of change
during the
year
No. of shares % of total of
shares
No. of shares % of total of
shares
WABCO Asia Private Limited, Singapore 14,225,684 75.00% 14,225,684 75.00% 0.00%
ZF International UK Limited, United Kingdom - 0.00% 1,030,432 5.43% 100.00%
14,225,684 75.00% 15,256,116 80.43% 100.00%
There are no bonus shares or buy-back of shares or shares issued for consideration other than cash during a period of ve years immediately preceding
nancial year ended March 31, 2023.
31 March 2023 31 March 2022
11 Other equity
General reserve 24,776.38 24,776.38
Other reserves
Capital reorganisation reserve 5.00 5.00
Retained earnings 215,181.92 185,678.00
239,963.30 210,459.38
General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specied
percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more
than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year.
Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specied percentage of the net prot to general reserve
has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specic requirements
of Companies Act, 2013.
Capital reorganisation reserve - Amount represents a reserve created during the demerger of brakes division from Sundaram Clayton Limited.
Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the nancial
statements of the Company and also considering the requirements of the Companies Act, 2013.
11.1 Dividends
The following dividends were declared and paid by the Company during the year:
INR 12 per equity share (31 March 2021: INR 11) 2,276.11 2,086.44
2,276.11 2,086.44
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
124
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
After the reporting dates the following dividends were proposed by the directors subject to the approval at the annual general meeting; the dividends
have not been recognised as liabilities.
INR 13 per equity share (31 March 2022: INR 12) 2,465.79 2,276.11
2,465.79 2,276.11
12 Lease liabilities
Non - Current
Lease liabilities 6,172.59 26.72
6,172.59 26.72
Current
Lease liabilities 361.92 361.91
361.92 361.91
13 Provisions
Non-current
Provision for employee benets
Provision for provident fund (refer note 33.2) - 1,076.77
Provision for compensated absences 871.91 841.15
Other provisions
Provision for warranties 704.88 469.11
Total
1,576.79 2,387.03
Current
Provision for employee benets
Provision for compensated absences 199.52 289.93
Provision for gratuity (net of fair value of plan assets) 911.86 740.74
Other provisions
Provision for warranties 893.60 1,368.80
Total
2,004.98 2,399.47
Provision for warranties
At the beginning of the year 1,837.91 1,188.41
Created during the year 1,118.98 1,278.55
Utilized / reversed during the year (1,358.41) (629.05)
At the end of the year
1,598.48 1,837.91
The estimated provision for warranty obligations is recognised once the products are sold. The estimated provision takes into account historical
information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty
claims represents the present value of management's best estimate of the future economic benets. The outstanding provision for product warranties as
at the reporting date is the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.
14 Trade payables
Trade Payables
- Total outstanding dues of micro enterprises and small enterprises ('MSME') 1,540.88 1,840.74
- Total outstanding dues of creditors other than micro enterprises and small enterprises 34,327.53 32,779.67
35,868.41 34,620.41
For amount outstanding to related parties and the terms and conditions relating to that, refer Note 37
Refer note 36 for details of dues to Micro and small enterprises.
31 March 2023 31 March 2022
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
125
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
Trade payables Ageing Schedule
As at 31 March 2023
Unbilled dues Not due Outstanding for following periods from due date of payment
Less than 1
year
1-2 years 2-3 years More than 3
years
Total
MSME
- 1,528.85 9.35 0.17 0.14 2.37 1,540.88
Others
4,614.93 22,069.90 6,656.48 340.12 151.62 494.48 34,327.53
Disputed - MSME
- - - - - - -
Disputed - Others
- - - - - - -
4,614.93 23,598.75 6,665.83 340.29 151.76 496.85 35,868.41
As at 31 March 2022
Unbilled dues Not due Outstanding for following periods from due date of payment
Less than 1
year
1-2 years 2-3 years More than 3
years
Total
MSME
- 1,618.75 174.22 40.74 2.40 4.63 1,840.74
Others
5,821.13 20,873.71 5,056.24 332.67 296.88 399.04 32,779.67
Disputed - MSME
- - - - - - -
Disputed - Others
- - - - - - -
5,821.13 22,492.46 5,230.46 373.41 299.28 403.67 34,620.41
15 Other nancial liabilities
Capital creditors
- Total outstanding dues of micro enterprises and small enterprises ('MSME') 84.24 -
- Total outstanding dues of creditors other than micro enterprises and small enterprises 1,913.64 649.19
Price adjustments (refer note below) 5,741.88 4,170.26
Unpaid dividends 31.34 33.93
7,771.10 4,853.38
Refer note 36 for details of dues to Micro and small enterprises.
Note: Price adjustments is recognised when there is a reasonable certainty that the amounts will be settled. The estimate takes into account the
expected claim and the historical information regarding settlement of such claims. The outstanding liability represents the amounts that are yet to be
settled in relation to the products that were sold.
Break up of nancial liabilities carried at amortised cost
Trade payables (note 14) 35,868.41 34,620.41
Lease liabilities (note 12) 6,534.51 388.63
Other nancial liabilities (note 15) 7,771.10 4,853.38
50,174.02 39,862.42
16 Other current liabilities
Advance from customers * 442.31 665.55
Statutory dues payable 1,492.22 932.06
Liability towards corporate social responsibility 677.34 835.54
Employee payables 3,626.57 3,727.85
6,238.44 6,161.00
* For amount outstanding to related parties and the terms and conditions relating to that, refer Note 37
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
126
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
17 Current tax liabilities (net)
Provision for taxation (net of advance income tax) 1,075.79 1,450.02
1,075.79 1,450.02
18 Revenue from operations
(i) Revenue from contract with customers
Sale of products (A)
Air assist and full air actutation systems 269,782.89 197,540.87
Spares 42,916.88 33,393.56
312,699.77 230,934.43
Sale/rendering of services (B)
Software services 17,303.42 11,523.28
Research and development services 3,328.00 2,645.76
Business support services 5,815.79 5,622.68
Other service income 2,507.53 1,476.31
28,954.74 21,268.03
(ii) Other operating revenue (C)
Scrap sales 1,618.04 1,249.28
Government grant (Export incentives - Refer note below) 384.79 367.15
Test track usage income 801.26 516.50
2,804.09 2,132.93
Total (A+B+C)
344,458.60 254,335.39
Note - Government grants represent export incentives that the Company is eligible for. There are no unfullled conditions or contingencies attached to
these grants.
Disaggregated information
Timing of revenue recognition
Goods / services transferred at a point in time 315,119.07 232,700.21
Services transferred over time 28,954.74 21,268.03
344,073.81 253,968.24
Contract balances
Trade receivables (refer note 8) 75,786.19 66,638.33
Contract liabilities (refer note 16) 442.31 665.55
Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days.
Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer
simultaneously receives and consumes the benets provided by the Company. Upon completion and acceptance by the customer, the amounts
recognised as contract assets are reclassied to trade receivables.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due (whichever is earlier).
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
127
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Reconciliation of amount of revenue recognised in the statement of prot and loss with the contracted price
Revenue as per contract price 349,180.34 257,700.35
Adjustments
Discounts and price adjustments (5,106.53) (3,732.11)
Revenue from contract with customers
344,073.81 253,968.24
19 Other income
Gain on sale of investments (net) 549.26 1,881.56
Gain on foreign currency transactions 875.51 -
Interest income 5,251.64 1,867.64
Net gain on sale of property, plant and equipment 21.80 -
Others 3.10 3.72
6,701.31 3,752.92
31 March 2023 31 March 2022
20 Cost of materials consumed
Inventories at the beginning of the year 10,527.95 8,121.37
Add: Purchases 220,418.25 167,340.89
Less: Inventories at the end of the year 11,270.09 10,527.95
Cost of raw material and components consumed
219,676.11 164,934.31
21 Changes in inventories of nished goods and work-in-progress
Opening stock
Work-in-progress 299.13 190.14
Finished goods 2,962.55 2,469.58
3,261.68 2,659.72
Closing Stock
Work-in-progress 564.21 299.13
Finished goods 2,667.61 2,962.55
3,231.82 3,261.68
29.86 (601.96)
22 Employee benets expense
Salaries, wages and bonus 33,061.07 28,533.12
Contribution to provident and other funds 1,634.25 2,053.96
Staff welfare expenses 2,975.51 2,281.50
37,670.83 32,868.58
23 Finance costs
Interest expense on lease liabilities 420.94 44.80
Interest on others 145.60 145.38
566.54 190.18
24 Depreciation and amortization expense
Depreciation of property, plant and equipment (note 3.1) 8,822.28 8,368.71
Depreciation on right of use assets (note 3.1) 869.59 434.86
Amortization of intangible assets (note 3.1) 784.51 439.60
10,476.38 9,243.17
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
128
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
25 Other expenses
Consumption of stores and spares 5,235.54 4,564.74
Power and fuel 2,492.75 1,908.03
Rent 843.40 746.34
Repairs to buildings 325.78 273.20
Repairs to machinery 1,124.49 1,179.72
Repairs others 17.75 12.52
Insurance 181.95 156.58
Rates and taxes 231.98 410.01
Professional fees (refer note (a) below for payment to auditors) 5,966.73 4,344.84
Travelling and conveyance 1,261.05 784.09
Freight, delivery and shipping charges 7,615.69 6,200.47
Research and development expenses 618.86 401.18
Impairment allowance / reversal for bad and doubtful debts / advances 689.43 258.74
Directors' sitting fees 17.53 9.06
Information technology expenses 2,021.88 1,702.38
Expenditure on corporate social responsibility (refer note 26) 384.40 558.44
Royalty 8,891.41 5,945.49
Net loss on foreign currency transactions - 429.56
Warranty 930.79 1,105.91
Other expenses (including commission to independent directors) 1,199.96 888.44
40,051.37 31,879.74
(a) Auditor's remuneration* (included in professional fees)
As auditor:
Statutory audit # 39.60 53.50
Tax audit fee 2.00 2.00
Limited review of quarterly results 3.00 3.00
Certication 1.00 1.00
In other capacity:
Taxation matters - 5.50
Reimbursement of expenses 1.50 1.50
47.10 66.50
* Excludes Goods and Service Tax
# Audit fee in the previous year includes INR 17.50 lakhs towards one-time additional efforts.
26 CSR expenditure
Details of CSR expenditure:
a) Amount required to be spent by the Company during the year 384.40 528.44
b) Amount spent during the year (in cash):
(i) Construction / acquisition of asset - -
(ii) On purposes other than (i) above 260.21 274.68
c) Shortfall at the end of the year 124.19 253.76
d) Total of previous years shortfall - -
e) Reason for shortfall The Company is in the process of
identifying suitable projects towards
which the shortfall of the expenditure
could be spent.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
129
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
27 Revenue expenditure on research and development incurred and expensed off during the year through the appropriate heads of account aggregate INR.
4,929.33 lakhs (31 March 2022 : INR. 4,136.86 lakhs, 31 March 2021 : INR 3,297.02 lakhs, 31 March 2020 : INR 3,362.21 lakhs, 31 March 2019 : INR
2,809.30 lakhs). The capital expenditure incurred during the year for research and development purposes aggregate INR. 228.75 lakhs (31 March 2022
: INR. 219.87 lakhs, 31 March 2021 : INR 362.12 lakhs, 31 March 2020 : INR 249.49 lakhs, 31 March 2019 : INR 387.33 lakhs).
28 Income tax expense
A. Amounts recognised in prot or loss
Current Tax:
Current year 11,282.67 6,434.31
Deferred Tax:
Relating to the origination and reversal of temporary differences (361.19) (1,067.46)
Tax expense
10,921.48 5,366.85
B. Amounts recognised in other comprehensive income
Items that will not be reclassied to prot or loss
Remeasurements of dened benet liability (asset) 3.19 (118.92)
3.19 (118.92)
C. Reconciliation of effective tax rate
Prot before tax 42,688.82 19,574.29
Company’s domestic tax rate 25.168% 25.168%
Tax using the Company’s domestic tax rate 10,743.92 4,926.46
Tax effect of:
- Non deductible expenses 111.74 436.96
- Overseas taxes - 255.36
- Others 65.82 (251.93)
10,921.48 5,366.85
29 Components of other comprehensive income (OCI)
The disaggregation of changes to OCI by each type of reserve in equity is shown below:
FVTOCI Total
During the year ended 31 March 2023
Re-measurement gains (losses) on dened benet plans 12.69 12.69
12.69 12.69
During the year ended 31 March 2022
Re-measurement gains (losses) on dened benet plans (353.58) (353.58)
(353.58) (353.58)
f) Details of related party transactions Refer note below Refer note below
g) The movements in the provision for unspent CSR (relating to ongoing project) is as follows:
Particulars 31 March 2023 31 March 2022
With Company In Separate CSR
Unspent account
With Company In Separate CSR
Unspent account
Opening balance 253.76 581.78 627.82 -
Amount required to be spent during the year 384.40 - 528.44 -
Transfers (253.76) 253.76 (627.82) 627.82
Amount spent during the year (260.21) (282.39) (274.68) (46.04)
Closing balance 124.19 553.15 253.76 581.78
Note: (i) The above expenditure includes contribution to Wabco Foundation of INR Nil lakhs (31 March 2022: INR 274.68 lakhs) (also refer note 37)
(ii) The expenditure incurred has been approved by the Board of Directors.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
130
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
30 Earnings per share
Basic EPS amounts are calculated by dividing the prot for the year attributable to equity holders of the Company by the weighted average number of
equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the prot attributable to equity holders of the Company by the weighted average number of equity shares
outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity
shares into equity shares.
The following reects the income and share data used in the basic and diluted EPS computations:
Prot after tax 31,767.34 14,207.44
Weighted average number of shares
- Basic 18,967,584 18,967,584
- Diluted 18,967,584 18,967,584
Earning per share of INR 5 each
- Basic 167.48 74.90
- Diluted 167.48 74.90
31 Signicant accounting judgements, estimates and assumptions
The preparation of the Company’s standalone nancial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or
liabilities affected in future periods.
Key Judgements estimates and assumptions
In the process of applying the Company’s accounting policies, management has made the following key judgements, estimates and assumptions,
which have the most signicant effect on the amounts recognised in the standalone nancial statements:
Provision and contingent liability
On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered
probable, an estimated loss is recorded as an accrual in standalone nancial statements. Loss contingencies that are considered possible are not
provided for but disclosed as contingent liabilities in the standalone nancial statements. Contingencies the likelihood of which is remote are not
disclosed in the standalone nancial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are
received or receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Company’s / expert’s
interpretation of applicable tax laws, relevant judicial pronouncements.
Dened benet plans
The cost of the dened benet plan and other post-employment benets and the present value of the obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature,
a dened benet obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
Further details about dened benet obligations are given in note 33.
Allowance for inventories
An allowance for inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value. The inventory allowance
is estimated taking into account various factors and losses associated with obsolete / slow-moving / redundant inventory items. The Company has,
based on these assessments, made adequate allowance in the books.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
131
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
32 Employee Benets Obligation
Dened Benet Plan
a. Gratuity
The gratuity plan is governed by the Payment of Gratuity Act, 1972 ('Act') . Under the Act, employee who has completed ve years of service is entitled
to specic benet. The level of benets provided depends on the member’s length of service and salary at retirement age.
Risk exposure and asset liability matching
Provision of a dened benet scheme poses certain risks, some of which are detailed hereunder, as company take on uncertain long term obligations
to make future benet payments.
1) Liability risks
i) Asset-Liability Mismatch risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the dened benet liabilities,
the Company is successfully able to neutralize valuation swings caused by interest rate movements.
ii) Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a signicant impact on
the dened benet liabilities.
iii) Future Salary Escalation and Ination Risk
Since price ination and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher
future dened benet payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s
discretion may lead to uncertainties in estimating this increasing risk.
2) Asset risks
All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and
competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets.
The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is
maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and ination risk are taken care of.
b. Provident Fund
In respect of employees covered under Company’s Employees Provident Fund Trust contributions to the Company’s Employee Provident Fund Trust
are made in accordance with the fund rules. The interest rate payable to the beneciaries every year is being notied by the Government. In the case of
contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the
notied interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense. The details of the dened benet plan
based on actuarial valuation report are as follows:
Liability risks:
a) Asset-liability mismatch risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the dened benet liabilities,
the company is successfully able to neutralize valuation swings caused by interest rate movements.
b) Discount rate risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a signicant impact on
the dened benet liabilities.
c) Future salary escalation and ination risk
Since price ination and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher
future dened benet payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s
discretion may lead to uncertainties in estimating this increasing risk.
During the year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee
Provident Fund Trust ('Provident Fund Trust') to Employees’ Provident Fund Organisation ('EPFO') based on the Company’s obligation as at 30
June 2022 by availing the option of depositing entire corpus of Provident Fund Trust to EPFO. Hence, there is no liability risk existing as on 31
March 2023.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
132
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
33 Dened Benet Plan
Gratuity Pension Plan Provident Fund Plan
(refer note 33.2)
31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Current service cost 467.40 393.43 - - 224.59 995.63
Net interest expense / (income) 53.67 48.42 (53.72) (45.67) (307.90) 15.96
Components of dened benet cost recognised in prot
or loss
521.07 441.85 (53.72) (45.67) (83.31) 1,011.59
Re-measurement on the net dened benet liability comprising:
Actuarial (gains)/losses changes arising from changes in
demographic assumptions
- (23.44) - 114.01 - -
Actuarial (gains)/losses changes arising from changes in
nancial assumptions
(425.15) (149.29) (108.28) (77.23) - (328.42)
Actuarial (gains)/losses changes arising from experience
adjustments
454.14 325.54 24.30 (67.69) - 833.75
Return on plan assets (excluding amounts included in net
interest expense)
70.87 68.44 - - - (223.17)
Components of dened benet cost recognised in other
comprehensive income
99.86 221.25 (83.98) (30.91) - 282.16
620.93 663.10 (137.70) (76.58) (83.31) 1,293.75
The current service cost and the net interest expense for the year are included in the 'employee benet expense' in prot or loss.
The remeasurement of the net dened benet liability is included in other comprehensive income.
The amount included in the nancial position arising from the Company's obligation in respect of its dened benet plans is as follows:
Present value of dened benet obligation 3,270.09 2,943.73 2,128.37 2,176.72 - 15,636.19
Fair value of plan assets 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
Net assets/(liabilities) from dened benet obligation (911.86) (740.74) 928.41 790.71 - (1,076.77)
Movements in the present value of the dened benet obligation were as follows:
Opening dened benet obligation 2,943.73 2,569.49 2,176.72 2,180.46 15,636.19 12,874.18
Current service cost 467.40 393.43 - - 224.59 995.63
Employee contributions - - - - 330.68 1,683.28
Transfers
- - - - (15,652.91) 842.01
Interest cost 213.27 173.32 147.91 139.44 - 891.98
Actuarial (gains)/losses changes arising from changes in
demographic assumptions
- (23.44) - 114.01 - -
Actuarial (gains)/losses changes arising from changes in
nancial assumptions
(425.15) (149.29) (108.28) (77.23) - (328.42)
Actuarial (gains)/losses changes arising from experience
adjustments
454.14 325.54 24.30 (67.69) - 833.75
Benets paid (383.30) (345.32) (112.28) (112.27) (538.55) (2,156.22)
Closing dened benet obligation 3,270.09 2,943.73 2,128.37 2,176.72 - 15,636.19
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
133
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Movements in the fair value of the plan assets were as follows:
Opening fair value of plan assets 2,202.99 1,851.77 2,967.43 2,894.59 14,559.42 12,493.23
Investment / Interest Income 159.60 124.90 201.63 185.11 307.90 876.02
Employer's Contributions 449.81 640.08 - - 418.72 970.08
Employee's Contributions - - - - 330.68 1,683.28
Return on plan assets (excluding amounts included in net
interest expense)
(70.87) (68.44) - - - 223.17
Transfers - - - - (15,078.17) 469.87
Benets paid (383.30) (345.32) (112.28) (112.27) (538.55) (2,156.23)
Closing fair value of plan assets 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
33.1 The major categories of plan assets of the fair value of the total plan assets are as follows:
Gratuity Pension Plan Provident Fund Plan
(refer note 33.2)
Investments details: 31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Investment with insurer / others 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
Total 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
The principal assumptions used for the purposes of the actuarial valuations are as follows:
Gratuity Pension Plan Provident Fund Plan
(refer note 33.2)
31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Discount rate 7.50% 7.25% 7.35% 6.80% NA 6.98%
Future salary increases 5.00% 6.00% NA NA NA NA
Attrition rate 5.00% 5.00% NA NA NA NA
Mortality rate 100% of
IALM 2012-
14
100% of
IALM 2012-
14
NA NA NA NA
The sensitivity analyses below have been determined based on a method that extrapolates the impact on dened benet obligation as a result of
reasonable changes in key assumptions occurring at the end of the reporting period.
Gratuity plan: 31 March 2023 31 March 2022
0.5%
increase
0.5%
decrease
0.5%
increase
0.5%
decrease
Discount rate (141.09) 164.91 (139.69) 165.03
Future salary increases 167.44 (145.48) 165.45 (142.44)
Attrition rate 1.50 (1.55) 0.56 (0.84)
Mortality rate 0.10 (0.10) 0.09 (0.09)
Provident Fund plan (refer note 33.2): 31 March 2023 31 March 2022
0.5%
increase
0.5%
decrease
0.5%
increase
0.5%
decrease
Discount rate NA NA (11.26) 11.57
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
134
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Pension: 31 March 2023 31 March 2022
0.5%
increase
0.5%
decrease
0.5%
increase
0.5%
decrease
Discount rate (81.19) 93.46 (87.52) 101.44
The following payments are expected contributions to the dened benet plan in future years:
Gratuity Pension
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Within the next 12 months (next annual reporting period) 364.11 293.53 189.34 189.24
Between 2 and 5 years 991.74 802.79 736.23 738.33
Beyond 5 years 6,632.05 6,482.85 3,367.48 3,442.50
Total expected payments 7,987.90 7,579.17 4,293.05 4,370.07
The average duration of the dened benet plan obligation at the end of the reporting period for gratuity plan is 10.00 years (31 March 2022: 11.00
years) and pension plan is is 7.00 years (31 March 2022: 8.00 years).
33.2 During the year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident
Fund Trust (Provident Fund Trust) to Employees’ Provident Fund Organisation (EPFO) based on the Company’s obligation as at 30 June 2022 by
availing the option of depositing entire corpus of Provident Fund Trust to EPFO. Consequent to this surrender, the liability of the Company is restricted
to the monthly contributions paid by the Company to EPFO. Accordingly, there was no actuarial valuation excercise carried out as on 31 March 2023.
34 Leases
The Company has taken various premises including ofces, warehouses and other assets under lease for which lease period is 3-10 years and are
renewable by mutual consent on agreed upon terms.
Lease liabilities
31 March 2023 31 March 2022
Maturity analysis - contractual undiscounted cash ows
Not later than one year 876.66 421.65
Later than one year and not later than ve years 3,683.32 27.31
More than ve years 4,466.70 -
The depreciation charge for right of use assets, interest expenses on lease liabilities, expenses relating to short term leases and low-value assets and
current and non-current classication of lease liability are included in note 24, 23, 25 and 12 respectively. Cash ows on payment of lease liabilities
including interest on lease liabilities are disclosed in the standalone cash ow statements.
35 Commitment and Contingencies
A) Contingent Liabilities
In respect of all the matters mentioned below, based on the legal advice obtained, the management is of the view that the claims are not tenable and
the same can be successfully contested. Hence, no provision has been considered necessary in the standalone nancial statements.
In respect of CENVAT and service tax matters 0.88 0.88
In respect of income tax matters 67.78 67.78
In respect of property tax matters 32.40 32.40
In respect of sales tax matters * 1,198.86 1,199.96
In respect of labour law disputes 7.67 7.67
In respect of property matters 6.09 6.09
*excludes penalty of INR 563.41 Lakhs (31 March 2022: 563.41 Lakhs)
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
135
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities are dependent on the outcome of various legal
proceedings and therefore, cannot be predicted accurately.
The Supreme Court had passed judgement on 28 February 2019 that all allowances paid to employees are to be considered for the purposes of
PF wage determination. There are numerous interpretative issues relating to the above judgement. As a matter of prudence, the Group has made a
provision on a prospective basis from the date of the Supreme court order. The Group will update its provision, on receiving further clarity on the subject.
B) Commitments
a) Capital commitments not provided for 5,596.47 3,122.90
36 Dues to micro and small enterprises - As per Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED' Act).
This information has been determined to the extent such parties have been identied on the basis of
information available with the Company
(a) Principal amount remaining unpaid to any supplier as at the end of the year. 1,625.12 1,840.74
Interest due thereon remaining unpaid to any supplier as at the end of the year. 1.55 6.71
(b) Amount of interest paid by the buyer under MSMED Act, 2006 along with the amounts of the payment
made to the supplier beyond the appointed day during the year
- -
(c) Amount of interest due and payable for the period of delay in making payment (which has been paid but
beyond the appointed day during the year) but without adding the interest specied under the MSMED
Act, 2006
55.90 11.97
(d) The amount of interest accrued and remaining unpaid at the end of the year; 168.55 111.10
(e) The amount of further interest remaining due and payable even in the succeeding year accured in the
current year, until such date when the interest dues as above are actually paid to the small enterprise,
for the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act 2006.
57.45 18.68
31 March 2023 31 March 2022
37 Related Party Transactions
37.1 List of related parties and nature of relationship
1) Where control exists
a) Ultimate holding company ZF Friedrichshafen AG
b) Holding company WABCO Asia Private Limited, Singapore
c) Associate of holding company ZF International UK Limited, United kingdom
d) Wholly owned Subsidiary company ZF CV Control Systems Manufacturing India Private
Limited
2) Related parties with whom transactions have taken place during the year
Ultimate holding company
ZF Friedrichshafen AG
Holding company
WABCO Asia Private Limited, Singapore
Fellow Subsidiary companies
Guang Dong WABCO Fuwa Vehicle Brakes Co Limited
WABCO (Thailand) Limited
WABCO Automotive South Africa
WABCO Compressor Manufacturing Co. USA
WABCO Europe Neunkirchen
WABCO Holdings Inc., USA
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
136
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Standalone nancial statements for the year ended 31 March 2023
WABCO IP Holdings LLC, USA
WABCO Korea Ltd, Korea
WABCO Middle East and Africa FZCO, Dubai
WABCO Radbremsen GmbH, Germany
WABCO Reman Solutions
WABCO USA LLC, USA (formerly Meritor WABCO Vehicle Control Systems, USA)
WABCO Vehicle Control Systems, Poland
WABCO Vostok LLC, Russia
ZF (Shanghai) Management Co.,
ZF Active Safety and Electronics US LLC, USA
ZF Automotive Brasil LTDA, Brazil
ZF Automotive Systems (Shanghai) Co Ltd., China
ZF Commercial Vehicle Systems (Jinan) Co., Ltd., China (formerly Shandong WABCO Automotive Products Co. Ltd, China)
ZF Commercial Vehicle Systems (Qingdao) Co., Ltd., China (formerly WABCO China Co. Ltd, China)
ZF CV Distribution Germany GmbH & Co. KG, Germany (formerly WABCO Vertriebs, GmbH & Co., Germany)
ZF CV Logistics Germany GmbH, Germany (formerly WABCO Logistik GmbH, Germany)
ZF CV Solutions Japan, Inc., Japan (formerly known as WABCO Japan Inc., Japan)
ZF CV Systems Brasil Ltda, Brazil (formerly WABCO do Brasil Industria e Comercio de Freios Ltda, Brazil)
ZF CV Systems Europe BV, Belgium (formerly WABCO Europe BVBA, Belgium)
ZF CV Systems Global GmbH, Switzerland (formerly WABCO Global GmbH, Switzerland)
ZF CV Systems Hannover GmbH, Germany (formerly WABCO GmbH, Germany)
ZF CV Systems North America LLC, USA (formerly known as WABCO North America LLC, USA)
ZF CV Systems Poland Sp. z o.o., Poland (formerly WABCO Polska Sp. z o.o. Poland)
ZF CVS Turkey Fren Sistemleri (formerly known as WABCO Arac Kontrol Sis.Des.Paz.Ltd.)
ZF Digital Solutions India Private Limited (formerly WABCO Digital Solutions Private Limited)
ZF Do Brasil LTDA, Brazil
ZF India Private Limited
ZF Rane Automotive India Private Limited
Others
Trichur Sundaram Santhanam & Family Private Limited
TVS Automobile Solutions Private Limited
TVS Mobility Private Limited
WABCO Foundation
WABCO India Limited Employees’ Provident Fund Trust
Key Management Personnel
Mr. P Kaniappan - Managing Director
Mr. R S Raja Gopal Sastry - Chief Financial Ofcer
Mrs. M Muthulakshmi, Company Secretary
Dr. Christian Brenneke - Non-executive Director
Mr. Philippe Colpron - Non-executive Director
Mr. M Lakshminarayan - Chairman and independendent Director
Dr. Lakshmi Venu- Independent Director
Mr. Mahesh Chhabria- Independent Director
Mr. Alexander De Bock - Non-executive Director (upto 30 March 2023)
137
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Sl No Nature of transactions Name of the company Fellow subsidiaries/Others Key management personnel
Year ended Year ended
31 March 2023 31 March 2022 31 March 2023 31 March 2022
1.a Purchase of goods, net Guang Dong WABCO Fuwa Vehicle Brakes Co
Limited
16.61 0.82 - -
WABCO (Thailand) Limited 6.47 - - -
WABCO Compressor Manufacturing Co. USA 64.97 30.99 - -
WABCO Korea Ltd, Korea 0.60 - - -
WABCO USA LLC, USA - 0.67 - -
WABCO Vehicle Control Systems, Poland - 4.15 - -
ZF (Shanghai) Management Co., 10.46 52.36 - -
ZF Active Safety and Electronics US LLC 1.88 - - -
ZF Automotive Brasil LTDA 68.49 -
ZF Automotive Systems (Shanghai) Co Ltd. 0.50 - - -
ZF Commercial Vehicle Systems (Qingdao)
Co., Ltd., China
1,774.31 1,283.56 - -
ZF CV Distribution Germany GmbH & Co. KG,
Germany
1,731.38 4,375.01 - -
ZF CV Systems Brasil Ltda, Brazil 121.80 115.83 - -
ZF CV Systems Global GmbH, Switzerland 4,844.00 1,942.74 - -
ZF CV Systems Hannover GmbH, Germany 1.47 2.60 - -
ZF CV Systems North America LLC, USA 0.59 2.57 - -
ZF CV Systems Poland Sp. z o.o., Poland - - - -
ZF Digital Solutions India Private Limited 1.16 -
ZF Friedrichshafen AG 1,634.63 2,658.73 - -
ZF India Private Limited 20.55 84.13 - -
ZF Rane Automotive India Private Limited 20.34 - - -
1.b Purchase of Property,
Plant and Equipment
ZF CV Distribution Germany GmbH & Co. KG,
Germany
- 274.31 - -
ZF CV Systems Global GmbH, Switzerland 238.33 - - -
ZF CV Systems Hannover GmbH, Germany 23.47 159.03
- -
ZF CV Systems Poland Sp. z o.o., Poland 5.73 - - -
ZF India Private Limited - 1,077.39 - -
2 Services received
Royalty WABCO IP Holdings LLC, USA 153.86 137.71 - -
Royalty ZF CV Systems Europe BV, Belgium 8,737.55 5,807.78 - -
Information Technology
Support Services
ZF CV Systems Europe BV, Belgium 1,027.22 1,260.00 - -
Information Technology
Support Services
ZF Friedrichshafen AG 750.00 - - -
3 Sale of products, net Guang Dong WABCO Fuwa Vehicle Brakes Co
Limited
94.10 - - -
Trichur Sundaram Santhanam & Family Private
Limited
2,312.14 854.40 - -
TVS Automobile Solutions Private Limited 1,184.68 660.47 - -
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
37.2 Related party transactions
138
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
TVS Mobility Private Limited 735.89 197.52 - -
WABCO (Thailand) Limited 658.71 421.08 - -
WABCO Asia Private Limited, Singapore 571.70 404.92 - -
WABCO Automotive South Africa 0.24 6.16 - -
WABCO Compressor Manufacturing Co. USA 6,406.47 4,696.35 - -
WABCO Korea Ltd, Korea 176.68 208.27 - -
WABCO Middle East and Africa FZCO, Dubai 550.52 587.29 - -
WABCO Reman Solutions 108.94 386.61 - -
WABCO USA LLC, USA 18,063.66 14,614.13 - -
WABCO Vostok LLC, Russia - 173.93 - -
ZF (Shanghai) Management Co., 46.01 - - -
ZF Automotive Brasil LTDA 519.66 - - -
ZF Commercial Vehicle Systems (Qingdao)
Co., Ltd., China
3,001.48 1,374.40 - -
ZF CV Control Systems Manufacturing India
Private Limited
96.23 - - -
ZF CV Logistics Germany GmbH, Germany 0.10 2,676.23 - -
ZF CV Solutions Japan, Inc., Japan 1,780.69 1,750.72 - -
ZF CV Systems Brasil Ltda, Brazil 667.04 1,551.80 - -
ZF CV Systems Europe BV, Belgium 718.34 26,215.85 - -
ZF CV Systems Global GmbH, Switzerland 37,564.17 13,729.87 - -
ZF CV Systems Hannover GmbH, Germany 0.08 412.74 - -
ZF CV Systems North America LLC, USA 15,524.44 12,917.36 - -
ZF CV Systems Poland Sp. z o.o., Poland - 66.33 - -
ZF CVS Turkey Fren Sistemleri 18.87 14.81 - -
ZF Digital Solutions India Private Limited 0.08 7.70 - -
ZF Do Brasil LTDA 88.00 - - -
ZF India Private Limited 2.63 31.74 - -
4 Sale of assets
ZF CV Control Systems Manufacturing India
Private Limited
42.45 - - -
5 Sale of scrips ZF Rane Automotive India Private Limited 639.91 - - -
6 Rendering of Services
Business Support
Services
ZF CV Systems Europe BV, Belgium - 1,223.24 - -
Business Support
Services
ZF CV Systems Global GmbH, Switzerland 5,640.41 4,365.79 - -
Business Support
Services
ZF Digital Solutions India Private Limited 141.20 29.95 - -
Business Support
Services
ZF India Private Limited 33.30 -
Research and
development services
ZF CV Systems Europe BV, Belgium - 490.97 - -
Research and
development services
ZF CV Systems Global GmbH, Switzerland 3,328.00 2,154.79 - -
Software services ZF CV Systems Europe BV, Belgium - 2,298.95 - -
Software services ZF CV Systems Global GmbH, Switzerland 17,303.42 9,236.43 - -
Other services WABCO (Thailand) Limited 6.48 4.65 - -
Other services ZF CV Control Systems Manufacturing India
Private Limited
0.82 -
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
139
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
7 Receivables / (Advances
received)
Guang Dong WABCO Fuwa Vehicle Brakes Co
Limited
98.32 4.14 - -
Trichur Sundaram Santhanam & Family Private
Limited
320.76 503.11 - -
TVS Mobility Private Limited 96.37 188.59 - -
TVS Automobile Solutions Private Limited 149.90 205.89 - -
WABCO (Thailand) Limited 94.56 77.70 - -
WABCO Asia Private Limited, Singapore 72.54 62.77 - -
WABCO Automotive South Africa - - - -
WABCO Compressor Manufacturing Co. USA 1,129.51 1,233.20 - -
WABCO Holdings Inc., USA 19.84 - - -
WABCO Korea Ltd, Korea 30.57 43.21 - -
WABCO Middle East and Africa FZCO, Dubai 95.92 80.12 - -
WABCO Reman Solutions - 30.71 - -
WABCO USA LLC, USA 5,108.78 3,882.08 - -
ZF (Shanghai) Management Co., 153.21 - - -
ZF Automotive Brasil LTDA 446.69 - - -
ZF Commercial Vehicle Systems (Jinan) Co.,
Ltd., China
- 42.32 - -
ZF Commercial Vehicle Systems (Qingdao)
Co., Ltd., China
492.51 535.57 - -
ZF CV Control Systems Manufacturing India
Private Limited
170.74 - - -
ZF CV Logistics Germany GmbH, Germany - 108.23 - -
ZF CV Solutions Japan, Inc., Japan 357.31 403.71 - -
ZF CV Systems Brasil Ltda, Brazil - 441.40 - -
ZF CV Systems Europe BV, Belgium 184.01 (10.89) - -
ZF CV Systems Global GmbH, Switzerland 11,975.02 13,615.82 - -
ZF CV Systems Hannover GmbH, Germany - 87.24 - -
ZF CV Systems North America LLC, USA 2,582.87 3,930.05 - -
ZF CV Systems Poland Sp. z o.o., Poland
2.17 32.51 - -
ZF CVS Turkey Fren Sistemleri 4.85 14.40 - -
ZF Digital Solutions India Private Limited 104.27 37.88 - -
ZF Do Brasil LTDA 88.64 - - -
ZF India Private Limited 31.30 7.54 - -
8 Payables / (Advances
paid)
Guang Dong WABCO Fuwa Vehicle Brakes Co
Limited
5.47 1.96 - -
WABCO (Thailand) Limited 1.28 1.18 - -
WABCO Compressor Manufacturing Co. USA 12.49 1.17 - -
WABCO India Limited Employees’ Provident
Fund Trust
- 230.28 - -
WABCO IP Holdings LLC, USA 414.57 260.71 - -
WABCO Korea Ltd, Korea 0.60 1.33 - -
WABCO Radbremsen GmbH, Germany (0.17) (0.16) - -
WABCO USA LLC, USA (0.67) (0.73) - -
WABCO Vehicle Control Systems, Poland (12.91) (12.55) - -
ZF (Shanghai) Management Co., 212.01 18.69 - -
ZF Commercial Vehicle Systems (Jinan) Co.,
Ltd., China
18.66 17.51 - -
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
140
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
ZF Commercial Vehicle Systems (Qingdao)
Co., Ltd., China
1,320.92 597.28 - -
ZF CV Distribution Germany GmbH & Co. KG,
Germany
418.52 332.11 - -
ZF CV Systems Brasil Ltda, Brazil 82.38 (3.87) - -
ZF CV Systems Europe BV, Belgium 2,304.62 2,944.10 - -
ZF CV Systems Global GmbH, Switzerland 2,781.76 754.80 - -
ZF CV Systems Hannover GmbH, Germany - 2.00 - -
ZF CV Systems North America LLC, USA 2.91 2.14 - -
ZF Active Safety and Electronics US LLC 1.86 - - -
ZF Automotive Brasil LTDA 30.77 - - -
ZF Automotive Systems (Shanghai) Co Ltd. 0.50 - - -
ZF Rane Automotive India Private Limited 20.34 - - -
ZF Digital Solutions India Private Limited - - - -
ZF Friedrichshafen AG 827.97 292.39 - -
ZF India Private Limited 5.41 126.72 - -
9 Remuneration to Key
managerial personnel
(including commission to
independent directors)
Salaries and Allowances - - 378.62 349.29
Contribution to provident and other funds - - 20.13 19.99
Incentive - - 445.04 255.45
Commission and sitting fees - - 79.00 68.60
10 Reimbursement of
expenses paid /
(received)
ZF CV Systems Hannover GmbH, Germany - 0.39 - -
WABCO Holdings Inc., USA (19.90) - - -
ZF CV Control Systems Manufacturing India
Private Limited
(3.10) - - -
ZF Digital Solutions India Private Limited - 0.73 - -
11 Contribution to fund WABCO India Limited Employees’ Provident
Fund Trust
512.51 3,107.77 - -
12 Investment made ZF CV Control Systems Manufacturing India
Private Limited
- 100.00 - -
13 Contribution towards
CSR expenditure
WABCO Foundation - 274.68 - -
Note: The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benets, as they are determined
on an actuarial basis for the company as a whole.
Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances
at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related
party receivables or payables.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
141
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
38 Segment information
The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and
manufacture of products. The board of directors of the Company, which has been identied as being the chief operating decision maker (CODM),
evaluates the Company's performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit.
Therefore, there is no reportable segment for the Company as per the requirement of Ind AS 108 “Operating Segments”.
The following are the information relating to geographical segment:
Year ended 31 March 2023
India Others Total
Sale of Products 201,796.32 110,903.45 312,699.77
Sale/rendering of services 2,507.53 26,447.21 28,954.74
Others 2,804.09 - 2,804.09
Revenue from operations
207,107.94 137,350.66 344,458.60
Non-current assets * 70,196.68 - 70,196.68
Year ended 31 March 2022
India Others Total
Sale of Products 135,301.82 95,632.61 230,934.43
Sale/rendering of services 1,476.31 19,791.72 21,268.03
Others 2,132.93 - 2,132.93
Revenue from operations
138,911.06 115,424.33 254,335.39
Non-current assets * 59,832.51 - 59,832.51
Other disclosures
* Non-current assets for this purpose consists of property, plant and equipment, right of use assets, intangible assets, capital work in progress and
other non current assets.
Information about major customer
Revenue from major customers contributing more than 10% of sale of products amounted to INR 139,683.50 lakhs (31 March 2022: INR 90,044.43
lakhs), arising from sales of products and rendering of services.
39 Fair value
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities:
Quantitative disclosures fair value measurement hierarchy for assets as at 31 March 2023:
Particulars Fair Value Measurement using
Total Level 1 Level 2 Level 3
Asset measured at fair value:
FVTPL nancial investments:
Unquoted Mutual Funds 10,013.88 10,013.88 - -
Quantitative disclosures fair value measurement hierarchy for assets as at 31 March 2022:
Particulars Fair Value Measurement using
Total Level 1 Level 2 Level 3
Asset measured at fair value:
FVTPL nancial investments:
Unquoted Mutual Funds 39,810.73 39,810.73 - -
There have been no transfers between Level 1 and Level 2 during the year.
All other nancial liabilities & assets are carried at amortized cost and their carrying value approximates fair value.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
142
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
40 Financial risk management objectives and policies
The Company's principal nancial liabilities, include trade and other payables. The Company has various nancial assets such as trade receivables and
cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks.
The Company’s senior management ensures that the company's nancial risk activities are governed by appropriate policies and procedures and that
nancial risks are identied, measured and managed in accordance with the Company's policies and risk objectives. It is the Company’s policy that
no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below.
Market Risk
Market risk is the risk that the fair value of future cash ows of a nancial instrument will uctuate because of changes in market prices. Market risk
comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk
include loans, deposits and FVTPL investments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash ows of a nancial instrument will uctuate because of changes in market interest rates.
The Company’s investments are primarily in xed rate interest bearing investments. Also, the Company has no borrowings and hence not exposed to
interest rate risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash ows of an exposure will uctuate because of changes in foreign exchange rates. The
Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense
is denominated in a foreign currency).
The majority of the Company’s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and EURO. The following
table demonstrates the sensitivity to 5% change in USD and EURO exchange rates on foreign currency exposures as at the year end, with all other
variables held constant. The Company’s exposure to foreign currency changes for all other currencies is not material.
31 March 2023 31 March 2022
5% increase 5% decrease 5% increase 5% decrease
Impact of change in USD rates
Trade receivables 519.73 (519.73) 531.87 (531.87)
Payables 62.99 (62.99) 13.97 (13.97)
Cash and cash equivalents 41.12 (41.12) 41.19 (41.19)
Impact of change in EURO rates
Trade receivables 690.45 (690.45) 724.82 (724.82)
Payables 287.96 (287.96) 85.56 (85.56)
Cash and cash equivalents 80.86 (80.86) 21.69 (21.69)
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a nancial instrument or customer contract, leading to a nancial loss. The
Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its nancing activities, including deposits with
banks and nancial institutions, foreign exchange transactions and other nancial instruments.
Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and advances. None of the nancial
instruments of the Company result in material concentrations of credit risks. Exposure to credit risk - The carrying amount of nancial assets represents
the maximum Credit exposure. The maximum exposure to Credit risk was 204,834.54 lakhs as at 31 March 2023 and 175,375.51 lakhs as at 31 March
2022, being the total of the carrying amount of balances with banks, deposits with banks, trade receivables and other nancial assets. As at 31 March
2023, 78% of the total dues was receivable from top 10 customers (as at 31 March 2022 - 78%). These receivables are from customers whose credit
rating is above the average. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Company’s
treasury department. The objective is to minimise the concentration of risks by investing in safer investments of high pedigree.
Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its nancial obligations. The objective of liquidity risk management is to maintain sufcient
liquidity and ensure funds are available for use as per requirements. The Company's prime source of liquidity is cash and cash equivalents and the
cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, xed deposit and
mutual funds, which carry minimal mark to market risks. The table below summarises the maturity prole of the Company’s nancial liabilities based on
contractual undiscounted payments.
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
143
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Contractual cashows
Carrying
amount
Less than 1
year
1 to 2 Years 2 to 5 Years > 5 years Total
As at 31 March 2023
Trade payables 35,868.41 35,868.41 - - - 35,868.41
Lease liabilities 6,534.51 876.66 846.88 2,836.44 4,466.70 9,026.68
Other nancial liabilities 7,771.10 7,771.10 - - - 7,771.10
50,174.02 44,516.17 846.88 2,836.44 4,466.70 52,666.19
As at 31 March 2022
Trade payables 34,620.41 34,620.41 - - - 34,620.41
Lease liabilities 388.63 421.65 27.31 - - 448.96
Other nancial liabilities 4,853.38 4,853.38 - - - 4,853.38
39,862.42 39,895.44 27.31 - - 39,922.75
41 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity
reserves attributable to the equity shareholders. The primary objective of the Company’s capital management is to maximise the
shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust
the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new
shares.
Trade payables 35,868.41 34,620.41
Other payables 25,201.61 17,639.53
Less: Cash and cash equivalents and current investments (18,591.21) (48,635.36)
Net debt
42,478.81 3,624.58
Shareholders Equity 240,911.68 211,407.76
Gearing ratio 0.18 0.02
42 Ratios
a) Current ratio = Current assets divided by Current liabilities
Current assets 223,675.83 195,468.15
Current liabilities 53,320.64 49,846.19
Ratio 4.19 3.92
% change from previous year
7.0% -
Reason for change more than 25% : Not applicable
b) Debt-Equity Ratio = Total debt divided by total equity where total debt represents aggregate of current and non-current
borrowings
Total debt - -
Total equity 240,911.68 211,407.76
Ratio - -
% change from previous year
0.0% -
Reason for change more than 25% : Not applicable
31 March 2023 31 March 2022
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
144
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 March 2023 31 March 2022
c) Debt Service Coverage Ratio = Earnings available for debt services divided by total interest and principal repayments
Prot after tax 31,767.34 14,207.44
Add:
Depreciation and amortisation expense 10,476.38 9,243.17
Finance cost 566.54 190.18
Earnings available for debt services
42,810.26 23,640.79
Interest payments 566.54 190.18
Lease payments 264.32 568.42
Total interest and principal repayments
830.86 758.60
Ratio 51.53 31.16
% change from previous year
65.3% -
Reason for change more than 25% : Overall nancial performance of the Company was higher in the current year.
d) Return on Equity ratio = Prot after tax divided by average shareholder's equity
Prot after tax 31,767.34 14,207.44
Average shareholder's equity (refer note below) 226,159.72 205,524.05
Ratio 0.14 0.07
% change from previous year
103.3% -
Note: Average shareholder's equity = (Total shareholder's equity as at beginning of respective year + total shareholder's equity as
at end of respective year) divided by 2
Reason for change more than 25% : Overall nancial performance of the Company was higher in the current year.
e) Inventory turnover ratio = Cost of goods sold divided by average inventory
Cost of goods sold (refer note 1 below) 224,941.51 168,897.09
Average inventory (refer note 2 below) 14,998.90 12,924.43
Ratio 15.00 13.07
% change from previous year
14.8% -
Note:
1. Cost of goods sold includes cost of materials consumed and changes in inventories of nished goods and work-in-progress
and consumption of stores and spares.
2. Average inventory = (Total inventory as at beginning of respective year + total inventory as at end of respective year) divided
by 2
Reason for change more than 25% : Not applicable
f) Trade receivables turnover ratio = Sales divided by average trade receivables
Turnover (refer note 1 below) 344,073.81 253,968.24
Average trade receivables (refer note 2 below) 71,212.26 62,591.87
Ratio 4.83 4.06
% change from previous year
19.0% -
Note:
1. Turnover represents revenue from operations excluding export incentives
2. Average trade receivables = (Total trade receivables as at beginning of respective year + total trade receivables as at end of
respective year) divided by 2
Reason for change more than 25% : Not applicable
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
g) Trade payables turnover ratio = Purchases divided by average trade payables
Purchases (refer note 1 below) 225,653.79 171,905.63
Average trade payables (refer note 2 below) 35,244.41 34,829.56
Ratio 6.40 4.94
% change from previous year
29.6% -
Note:
1. Purchases includes purchase of materials and consumption of stores and spares.
2. Average trade payables = (Total Trade Payables as at beginning of respective year + Total Trade Payables as at end of
respective year) divided by 2
Reason for change more than 25% : Change on account of overall increase in operations.
h) Net capital turnover ratio = Revenue from operations divided by working capital
Revenue from operations 344,458.60 254,335.39
Working capital (refer note below) 170,355.19 145,621.96
Ratio 2.02 1.75
% change from previous year
15.4% -
Note: Working capital = Current assets - Current liabilities
Reason for change more than 25% : Not applicable
i) Net prot ratio = Net prot after tax divided by Revenue from operations
Net prot after tax 31,767.34 14,207.44
Revenue from operations 344,458.60 254,335.39
Ratio 9.22% 5.59%
% change from previous year
64.9% -
Reason for change more than 25% : Increase in prots is on account of enhanced overall nancial performance.
j) Return on Capital employed = Earnings before interest and taxes (EBIT) divided by capital employed
Earnings before interest and taxes (refer note 1 below) 43,255.36 19,764.47
Capital employed (refer note 2 below) 245,241.79 209,949.99
Ratio 17.64% 9.41%
% change from previous year
87.5% -
Note:
1. EBIT = Prot before taxes + nance cost
2. Capital employed = Total equity - Deferred tax assets + Lease liabilities
Reason for change more than 25% : Increase in return on capital employed is on account of enhanced overall nancial performance.
k) Return on investments = Income generated from invested funds divided by Average invested funds in treasury
investments
Income generated from invested funds 5,800.90 3,749.20
Average invested funds in treasury investments 107,491.04 95,875.76
Ratio 5.40% 3.91%
% change from previous year
38.1% -
Reason for change more than 25% : Increase in income generated from invested funds is on account of better market conditions.
31 March 2023 31 March 2022
Notes to the Standalone Financial Statement for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
43 Other Statutory Information
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any
Benami property.
ii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
iii) The Company has not traded or invested in Crypto currency or virtual currency during the nancial year.
iv) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of
funds) to any other person(s) or entity(ies), including foreign entities ('intermediaries') with the understanding (whether recorded in writing or
otherwise) that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identied in any manner whatsoever by or on behalf of the Company ('Ultimate
Beneciaries') or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneciaries.
v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities ('Funding Party') with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identied in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneciaries) or
(b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneciaries.
vi) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income
Tax Act, 1961).
vii) The Company has no transactions with struck off companies during the year.
viii) The Company has not been declared as wilful defaulter by any bank or nancial institution or government or any government authority.
ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous nancial year
xi) The Company has not taken borrowings from banks and nancial institutions on the basis of security of current assets.
44 Events after the reporting period
The Board has proposed a nal dividend of 260% (INR 13 per share of the face value of INR 5 each) for the year 2022-23 subject to the approval of the
members at the ensuing Annual General Meeting.
Signicant accounting policies (note 2.2)
Notes to the Standalone Financial Statement for the year ended 31 March 2023
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
147
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Independent Auditor’s Report
To
The Members of
ZF Commercial Vehicle Control Systems India Limited
(formerly known as WABCO India Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated nancial statements of ZF Commercial Vehicle Control Systems India Limited (formerly known as
WABCO India Limited) (hereinafter referred to as the “Holding Company”) and its subsidiary (Holding Company and its subsidiary
together referred to as “the Group”), which comprise the consolidated balance sheet as at 31 March 2023, and the consolidated
statement of prot and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated
statement of cash ows for the year then ended, and notes to the consolidated nancial statements, including a summary of signicant
accounting policies and other explanatory information (hereinafter referred to as “the consolidated nancial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated nancial
statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the consolidated state of aairs of the Group as at 31 March
2023, of its consolidated prot and other comprehensive income, consolidated changes in equity and consolidated cash ows for the
year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specied under Section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant
to our audit of the consolidated nancial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants
of India and the relevant provisions of the Act, and we have fullled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our opinion on
the consolidated nancial statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most signicance in our audit of the consolidated
nancial statements of the current period. These matters were addressed in the context of our audit of the consolidated nancial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
See Note 2.2(c) and 18 to the consolidated nancial statements
The key audit matter How the matter was addressed in our audit
The Group's revenue is derived primarily from sale of
goods. Revenue from the sale of goods is recognised
upon the transfer of control of the goods to the
customer. The Group uses a variety of shipment terms
across its operating markets and this has an impact
on the timing of revenue recognition. There is a risk
that revenue could be recognised at a time which is
dierent from transfer of control especially for sales
transactions occurring on and around the year end.
Therefore, ascertainment of timing of the revenue
recognition has been identied as a key audit matter.`
In view of the signicance of the matter, we applied the following audit
procedures in this area, amongst others to obtain sucient appropriate audit
evidence:
•
Assessed the appropriateness of the Group's revenue recognition
accounting policies in line with Ind AS 115 ("Revenue from Contracts
with Customers") including adequacy of disclosures.
•
Obtained an understanding and evaluated the Group's sales process
including design and implementation of key controls and tested the
operating eectiveness of such controls in relation to the timing of
revenue recognition on a sample basis, with special reference to
controls over revenue cut os at period end.
•
Performed detailed testing of the sales transactions on a sample
basis to test that the revenues and trade receivables are recorded
appropriately, in the period in which the control is transferred, taking
into consideration the terms and conditions of the customer orders,
including the shipping terms.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
•
Tested, on a sample basis, whether revenue transactions near to
the reporting date have been recognised in the appropriate period
by verifying the transactions selected with relevant underlying
documentation (customer order, transporter document, customer
portal, etc).
•
Performed analytical procedures on current year revenue based on
monthly trends and where appropriate, conducting further enquiries
and to identify unusual transactions.
•
Obtained independent conrmations from the Group’s customers on
sample basis.
Other Information
The Holding Company’s Management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Holding Company’s annual report, but does not include the nancial statements and auditor’s reports
thereon.
Our opinion on the consolidated nancial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated nancial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated nancial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these
consolidated nancial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of
aairs, consolidated prot/ loss and other comprehensive income, consolidated statement of changes in equity and consolidated
cash ows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specied under Section 133 of the Act. The respective Management and Board of Directors of the companies
included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal nancial controls, that were operating eectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the consolidated nancial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the
purpose of preparation of the consolidated nancial statements by the Management and Board of Directors of the Holding Company,
as aforesaid.
In preparing the consolidated nancial statements, the respective Management and Board of Directors of the companies included in
the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the nancial reporting
process of each company.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated nancial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to inuence the economic decisions of users taken on the basis of these consolidated nancial
statements.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated nancial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sucient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company
has adequate internal nancial controls with reference to nancial statements in place and the operating eectiveness of such
controls.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the Management and Board of Directors.
•
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in
preparation of consolidated nancial statements and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast signicant doubt on the appropriateness of this assumption. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated
nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the consolidated nancial statements, including the disclosures, and
whether the consolidated nancial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance of the Holding Company and such other entity included in the consolidated
nancial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the
audit and signicant audit ndings, including any signicant deciencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most signicance in
the audit of the consolidated nancial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benets of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of
Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specied in paragraphs 3 and 4 of the Order,
to the extent applicable.
2 A. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated nancial statements.
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated nancial
statements have been kept so far as it appears from our examination of those books, except that the back-up on a daily basis
of the books of account and other relevant books and papers in electronic mode has not been kept on servers physically
located in India considering that for the Holding Company, such back-up on a daily basis are kept on servers outside India.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
c. The consolidated balance sheet, the consolidated statement of prot and loss (including other comprehensive income),
the consolidated statement of changes in equity and the consolidated statement of cash ows dealt with by this Report are
in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated nancial
statements.
d. In our opinion, the aforesaid consolidated nancial statements comply with the Ind AS specied under Section 133 of the
Act.
e. On the basis of the written representations received from the directors of the Holding Company taken on record by the Board
of Directors of the Holding Company and its subsidiary company incorporated in India, none of the directors of the Group
companies incorporated in India is disqualied as on 31 March 2023 from being appointed as a director in terms of Section
164(2) of the Act.
f. With respect to the maintenance of accounts and other matters connected therewith refer to our remarks in paragraph
2(A)(b) above
g. With respect to the adequacy of the internal nancial controls with reference to nancial statements of the Holding Company
and its subsidiary company incorporated in India and the operating eectiveness of such controls, refer to our separate
Report in “Annexure B”.
B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a. The consolidated nancial statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated
nancial position of the Group. Refer Note 34(A) to the consolidated nancial statements.
b. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the
year ended 31 March 2023.
c. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company
during the year ended 31 March 2023. There are no amounts which are required to be transferred to the Investor Education
and Protection Fund by the subsidary company incorporated in India during the year ended 31 March 2023.
d (i) The respective management of the Holding Company and its subsidiary company incorporated in India whose nancial
statements have been audited under the Act have represented that, to the best of their knowledge and belief, as disclosed
in the Note 40(iv) to the consolidated nancial statements, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiary
company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or
entities identied in any manner whatsoever by or on behalf of the Holding Company or its subsidiary company (“Ultimate
Beneciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneciaries.
(ii) The respective management of the Holding Company and its subsidiary company incorporated in India whose nancial
statements have been audited under the Act have represented that, to the best of their knowledge and belief, as disclosed
in the Note 40(v) to the consolidated nancial statements, no funds have been received by the Holding Company or its
subsidiary company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Holding Company or its subsidiary company shall directly or indirectly,
lend or invest in other persons or entities identied in any manner whatsoever by or on behalf of the Funding Parties
(“Ultimate Beneciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneciaries.
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule
11(e), as provided under (i) and (ii) above, contain any material misstatement.
e. The nal dividend paid by the Holding Company during the year, in respect of the same declared for the previous year, is in
accordance with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 42 to the consolidated nancial statements, the respective Board of Directors of the Holding Company
have proposed nal dividend for the year which is subject to the approval of the respective members at the ensuing Annual
General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration
of dividend.
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company or its subsidiary
company only with eect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
not applicable.
C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by
the Holding Companyto its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director by the Holding Company is not in excess of the limit laid down under Section 197 of the Act. The subsidiary has not paid
any remuneration to its directors during the year. The Ministry of Corporate Aairs has not prescribed other details under Section
197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
K Sudhakar
Partner
Place : Chennai Membership No.: 214150
Date : 24 May 2023 ICAI UDIN:23214150BGXPGG1581
152
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Annexure A to the Independent Auditor’s Report on the Consolidated
Financial Statements
of ZF Commercial Vehicle Control Systems India
Limited (formerly known as WABCO India
Limited) for the year ended
31 March 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’
section of our report of even date)
(xxi) In our opinion and according to the information and explanations given to us, there are no qualications
or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order, 2020 reports of the
companies incorporated in India and included in the consolidated nancial statements.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
K Sudhakar
Partner
Place : Chennai Membership No.: 214150
Date : 24 May 2023 ICAI UDIN:23214150BGXPGG1581
Annexure B to the Independent Auditor’s Report on the consolidated nancial statements of ZF
Commercial Vehicle Control Systems India Limited (formerly known as WABCO India Limited)
for the year ended 31 March 2023
Report on the internal nancial controls with reference to the aforesaid consolidated nancial
statements under Clause (i) of Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’
section of our report of even date)
Opinion
In conjunction with our audit of the consolidated nancial statements of ZF Commercial Vehicle Control Systems India Limited (formerly
known as WABCO India Limited) (hereinafter referred to as “the Holding Company”) as of and for the year ended 31 March 2023,
we have audited the internal nancial controls with reference to nancial statements of the Holding Company and such company
incorporated in India under the Act which is its subsidiary company, as of that date.
In our opinion, the Holding Company and such company incorporated in India which is its subsidiary company, have, in all material
respects, adequate internal nancial controls with reference to nancial statements and such internal nancial controls were operating
eectively as at 31 March 2023, based on the internal nancial controls with reference to nancial statements criteria established
by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
Management’s and Board of Directors’ Responsibilities for Internal Financial Controls
The Holding Company’s Management and the Board of Directors are responsible for establishing and maintaining internal nancial
controls based on the internal nancial controls with reference to nancial statements criteria established by the respective company
considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design,
implementation and maintenance of adequate internal nancial controls that were operating eectively for ensuring the orderly
and ecient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable nancial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal nancial controls with reference to nancial statements based on our audit.
We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of
the Act, to the extent applicable to an audit of internal nancial controls with reference to nancial statements. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether adequate internal nancial controls with reference to nancial statements were established and maintained and if such
controls operated eectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls with reference
to nancial statements and their operating eectiveness. Our audit of internal nancial controls with reference to nancial statements
included obtaining an understanding of internal nancial controls with reference to nancial statements, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating eectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of
the consolidated nancial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our audit opinion on the
internal nancial controls with reference to nancial statements.
Meaning of Internal Financial Controls with Reference to Financial Statements
A company’s internal nancial controls with reference to nancial statements is a process designed to provide reasonable assurance
regarding the reliability of nancial reporting and the preparation of consolidated nancial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal nancial controls with reference to nancial statements include
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of consolidated nancial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a material eect on the consolidated nancial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
Because of the inherent limitations of internal nancial controls with reference to nancial statements, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal nancial controls with reference to nancial statements to future periods are subject
to the risk that the internal nancial controls with reference to nancial statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
K Sudhakar
Partner
Place : Chennai Membership No.: 214150
Date : 24 May 2023 ICAI UDIN:23214150BGXPGG1581
154
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes
As at
31 March 2023
As at
31 March 2022
ASSETS
Non-current assets
Property, plant and equipment 3.1 43,284.22 44,087.25
Capital work-in-progress 3.2 7,703.35 2,026.10
Right of use assets 3.1 14,238.82 8,530.48
Intangible assets 3.1 1,155.01 948.36
Financial assets
(i) Other nancial assets 4.2 1,839.52 1,916.56
Deferred tax asset (net) 6.1 2,203.54 1,846.40
Non-current tax assets (net) 6.2 3,965.27 4,504.08
Other non-current assets 5 3,961.76 4,240.32
Total non-current assets
78,351.49 68,099.55
Current assets
Inventories 7 15,696.21 14,477.26
Financial assets
(i) Investments 4.1 10,013.88 39,810.73
(ii) Trade receivables 8 75,755.60 66,638.33
(iii) Cash and cash equivalents 9 8,648.27 8,924.63
(iv) Bank balances other than (iii) above 9.1 108,292.53 58,085.26
(v) Other nancial assets 4.2 175.00 -
Other current assets 5 5,304.82 7,631.94
Total current assets
223,886.31 195,568.15
Total assets 302,237.80 263,667.70
EQUITY AND LIABILITIES
Equity
Equity share capital 10 948.38 948.38
Other equity 11 239,963.14 210,459.38
Total equity
240,911.52 211,407.76
Non-current liabilities
Financial liabilities
(i) Lease liabilities 12 6,172.59 26.72
Provisions 13 1,577.76 2,387.03
Total non-current liabilities
7,750.35 2,413.75
Current liabilities
Financial liabilities
(i) Lease liabilities 12 361.92 361.91
(ii) Trade payables 14
- total outstanding dues of micro enterprises and small enterprises 1,540.88 1,840.74
- total outstanding dues of creditors other than micro enterprises and small enterprises 34,456.39 32,779.67
(iii) Other nancial liabilities 15 7,895.38 4,853.38
Other current liabilities 16 6,239.48 6,161.00
Provisions 13 2,005.95 2,399.47
Current tax liabilities (net) 17 1,075.93 1,450.02
Total current liabilities
53,575.93 49,846.19
Total equity and liabilities
302,237.80 263,667.70
Signicant accounting policies. 2.2
Notes to the consolidated nancial statements are an integral part of the consolidated nancial statements
Consolidated Balance Sheet as at 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
155
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Consolidated Statement of Prot & Loss for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
Notes
For the year ended
31 March 2023
For the year ended
31 March 2022
Revenue from operations 18 344,424.53 254,335.39
Other income 19 6,698.21 3,752.92
Total income
351,122.74 258,088.31
Expenses
Cost of materials consumed 20 219,653.14 164,934.31
Changes in inventories of nished goods and work-in-progress 21 2.37 (601.96)
Employee benets expense 22 37,671.92 32,868.58
Finance costs 23 566.54 190.18
Depreciation and amortisation expense 24 10,477.68 9,243.17
Other expenses 25 40,061.43 31,879.74
Total expenses
308,433.08 238,514.02
Prot before tax 42,689.66 19,574.29
Tax expense 26
- Current tax 11,282.81 6,434.31
- Deferred tax (360.33) (1,067.46)
10,922.48 5,366.85
Prot for the year 31,767.18 14,207.44
Other comprehensive income / (loss)
Items that will not be reclassied to prot or loss
Remeasurements of dened benet liability / (asset) 27 15.88 (472.50)
Income tax relating to items that will not be reclassied to prot or loss 26 (3.19) 118.92
Other comprehensive income/(loss) for the year, net of tax
12.69 (353.58)
Total comprehensive income for the year, net of tax 31,779.87 13,853.86
Earnings per equity share of INR 5 each
Basic earnings per share (INR) 28 167.48 74.90
Diluted earnings per share (INR) 28 167.48 74.90
Signicant accounting policies. 2.2
Notes to the consolidated nancial statements are an integral part of the consolidated nancial statements.
156
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Consolidated Statement of Cash Flows for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
Particulars Notes 31 March 2023 31 March 2022
A. Cash ow from/(used) in operating activities:
Prot before tax 42,689.66 19,574.29
Adjustments to reconcile prot before tax to net cash ow:
Depreciation and amortisation expense 24 10,477.68 9,243.17
(Prot)/ loss on sale of nancial instruments (net) 19 (549.26) (1,881.56)
Impairment allowance / reversal for bad and doubtful debts / advances 25 689.43 258.74
Interest income 19 (5,251.64) (1,867.64)
Finance costs 23 566.54 190.18
Net gain on sale of property, plant and equipment 19 (21.80) -
Net foreign exchange differences (unrealised) (42.87) (177.03)
Operating prot before working capital changes
48,557.74 25,340.15
Adjustments for :
(Increase)/ decrease in inventories (1,218.95) (3,105.66)
(Increase)/ decrease in trade receivables (10,061.85) (7,991.40)
(Increase)/ decrease in other nancial assets (431.07) (455.60)
(Increase)/ decrease in other assets 2,242.83 3,584.35
Increase / (decrease) in provisions and other liabilities (1,108.33) 1,563.71
Increase/ (decrease) in nancial liabilities 1,568.92 566.43
Increase/ (decrease) in trade payables 1,414.35 1,310.65
Cash generated from operations
40,963.64 20,812.63
Income tax paid
(11,118.09) (7,004.68)
Net cash ow from/(used) in operating activities
29,845.55 13,807.95
B. Cash ow from/(used) in investing activities:
Purchase of property, plant, equipment and intangible assets (12,781.64) (10,072.13)
(including capital work in progress, capital advances and capital creditors)
Proceeds from sale of property, plant and equipment 25.86 -
Payment for acquiring right of use assets - (7,559.20)
Purchase of mutual fund units (42,997.85) (215,789.20)
Proceeds from sale of mutual fund units 73,343.96 241,856.82
Investment in equity instruments pending allotment (175.00) -
(Purchase of) / proceeds from maturity of bank deposits (48,333.58) (27,752.62)
Interest income 3,813.84 1,581.64
Net cash ows from/(used) in investing activities
(27,104.41) (17,734.69)
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
C. Cash ow from/(used) in nancing activities:
Dividends paid (2,276.11) (2,086.44)
Payment of lease liabilities (409.92) (713.80)
Interest on lease liabilities (420.94) (44.80)
Net cash ows from/(used) in nancing activities
(3,106.97) (2,845.04)
Net decrease in cash and cash equivalents [A+B+C]
(365.83) (6,771.78)
Cash and cash equivalents at the beginning of the year 8,924.63 15,678.77
Effect of movements in exchange rates on cash held 89.47 17.64
Cash and cash equivalents as at end of the year 8,648.27 8,924.63
Components of cash and cash equivalents
i) Cash on hand 0.02 9.61
ii) On current accounts 8,648.25 8,915.02
Cash and cash equivalents as per balance sheet (refer note 9)
8,648.27 8,924.63
Signicant accounting policies (note 2.2)
Notes to the consolidated nancial statements are an integral part of the consolidated nancial statements
Consolidated Statement of Cash Flows for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
158
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Consolidated Statement of Changes in Equity for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
a. Equity share capital
Equity shares of INR 5 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2021 189,67,584 948.38
Changes in equity share capital during the year - -
Balance as at 31 March 2022 189,67,584 948.38
Changes in equity share capital during the year - -
Balance as at 31 March 2023
189,67,584 948.38
b. Other equity
For the year ended 31 March 2023
Particulars
Reserves and Surplus Items of OCI Total
General reserve
Capital
reorganisation
reserve
Retained Earnings
Re-measurement
of dened benet
liability
Balance as at 1 April 2022 24,776.38 5.00 185,678.00 - 210,459.38
Prot for the year - - 31,767.18 12.69 31,779.87
Other comprehensive income (Note 27) - - 12.69 (12.69) -
Total 24,776.38 5.00 217,457.87 - 242,239.25
Dividend - - (2,276.11) - (2,276.11)
Balance as at 31 March 2023 24,776.38 5.00 215,181.76 - 239,963.14
For the year ended 31 March 2022
Particulars
Reserves and Surplus Items of OCI Total
General reserve
Capital
reorganisation
reserve
Retained Earnings
Re-measurement
of dened benet
liability
Balance as at 1 April 2021 24,776.38 5.00 173,910.58 - 198,691.96
Prot for the year - - 14,207.44 (353.58) 13,853.86
Other comprehensive income (Note 27) - - (353.58) 353.58 -
Total 24,776.38 5.00 187,764.44 - 212,545.82
Dividend - - (2,086.44) - (2,086.44)
Balance as at 31 March 2022 24,776.38 5.00 185,678.00 - 210,459.38
Signicant accounting policies (Note 2.2)
Notes to the consolidated nancial statements are an integral part of the consolidated nancial statements.
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
159
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
1. CORPORATE INFORMATION
ZF Commercial Vehicle Control Systems India Limited (formerly known as WABCO India Limited) (“Company”, “ZF CVCS India”) was incorporated originally
on November 18, 2004. The Company is a public limited company domiciled in India and has its securities listed on BSE Limited and National Stock
Exchange of India Limited in India. These consolidated nancial statements comprise the Company and its subsidiary (referred to collectively as the
‘Group’). The registered ofce of the Company is located at Plant 1, Plot No.3, (SP), III Main Road, Ambattur Industrial Estate, Chennai - 600 058, India. The
Company’s holding company is WABCO Asia Private Limited and ultimate holding company is ZF Friedrichshafen AG.
Effective from 7 March 2022, the name of the Company has been changed from WABCO India Limited to ZF Commercial Vehicle Control Systems India
Limited.
The Group is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The Group is also engaged in rendering of
software development and other services.
The consolidated nancial statements were authorized for issue in accordance with a resolution of the Board of directors at the meeting held on 24 May 2023.
2.1 Basis of preparation
The consolidated nancial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS) notied under Sec 133 of
the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and presentation requirements of Division II of
Schedule III to the Companies Act, 2013.
The consolidated nancial statements have been prepared on a historical cost basis, except for certain nancial assets, nancial liabilities and dened benet
plan assets measured in accordance with Ind AS 19 (refer accounting policy on the same).
The consolidated nancial statements are presented in INR (the functional currency of the Group) and all values are rounded to the nearest lakhs
(INR 00,000), except when otherwise indicated.
The signicant accounting policies are set out below in section 2.2
2.2 Summaryofsignicantaccountingpolicies
This note provides a list of the signicant accounting policies adopted in the preparation of these consolidated nancial statements. These policies have been
consistently applied for all the years presented, unless otherwise stated.
(a) Basis of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity.
Subsidiaries are fully consolidated from the date on which control commences until the date on which control ceases.
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components
of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is lost.
Any resulting gain or loss is recognised in prot or loss. Intra-group balances and transactions, and any unrealised income and expenses arising from
intragroup transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
(b) Currentvsnon-currentclassication
The Group presents assets and liabilities in the balance sheet based on current/ non-current classication. An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period; or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Group classies all other assets as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle;
- It is held primarily for the purpose of trading;
160
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
- It is due to be settled within twelve months after the reporting period; or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classies all other liabilities as non-current.
Deferred tax assets and liabilities are classied as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has
identied twelve months as its operating cycle.
(c) Revenue recognition
(i) Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reects
the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the
principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.
Goods and Service Tax (GST) is the tax collected on the commodities sold by the Group on behalf of the government, accordingly, it is excluded from
revenue. Revenue recognised by the Group is net of price revision and claims. The specic revenue recognition criteria described below, must also be
met before revenue is recognised.
(a) Sale of products / goods
Revenue from sale of goods is recognised when control of the goods is transferred to the Customers. The normal credit term is in the range of 15 to
90 days upon delivery except for some customers who are on advance payment term. Revenue from the sale of goods is measured at the transaction
price, net of returns and allowances, trade discounts and volume rebates.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction
price needs to be allocated (e.g., warranties). In determining the transaction price for the sale of goods, the Group considers the effects of variable
consideration, the existence of signicant nancing components, non-cash consideration, and consideration payable to the customer (if any).
Variable consideration
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange
for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable
that a signicant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
Volume rebates / discounts
Arrangements with most Original Equipment Manufacturer (‘OEM’) customers include a provision for volume rebates / discounts. In those instances
where there is a valid expectation from the customers to receive a discount, the amount of variable consideration which is included in the transaction
price may be constrained, and is included in the net sales price only to the extent that it is probable that a signicant reversal in the amount of
the cumulative revenue recognized under the arrangement will not occur in a future period. The Group applies the most likely amount method for
determining the discount.
(b) Revenue from sale / rendering of services
- Revenue from software services
Revenue from sale of services is recognized as and when related costs are incurred and services are performed in accordance with the terms of
specic contracts.
- Revenue from research and development services
Revenue relating to research & development services are recognized on a xed hourly basis when the services are rendered.
- Revenue from business support services and other service income
Revenue from sale of services is recognized as related costs are incurred and services are performed in accordance with the terms of specic
contracts. Revenue from test track usage income is recognised as and when the services are performed in accordance with contractual terms.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
161
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods
or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration
that is conditional.
Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment
of the consideration is due). Refer to accounting policies of nancial assets in section (p) nancial instruments – initial recognition and subsequent
measurement.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the
Group performs under the contract.
(ii) Interest income
Interest income or expense is recognised using the effective interest method.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the nancial
instrument to:
- the gross carrying amount of the nancial asset; or
- the amortised cost of the nancial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-
impaired) or to the amortised cost of the liability.
However, for nancial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective
interest rate to the amortised cost of the nancial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the
gross basis.
(d) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
- In the principal market for the asset or liability; or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-nancial asset takes into account a market participant’s ability to generate economic benets by using the asset in
its highest and best use of selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate under the circumstances and for which sufcient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated nancial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is signicant to the fair value measurement as a whole:
- Level 1- Quoted (unadjusted) market price in active markets for identical assets or liabilities.
- Level 2 - Valuation techniques for which the lowest level input that is signicant to the fair value measurement is directly or indirectly observable.
- Level 3 - Valuation techniques for which the lowest level input that is signicant to the fair value measurement is unobservable.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
162
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
For assets and liabilities that are recognized in the consolidated nancial statements on a recurring basis, the Group determines whether transfers
have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is signicant to the fair value
measurement as a whole) at the end of each reporting period.
The Group’s management determines the policies and procedures for both recurring fair value measurement, such as investments and deposits
measured at fair value, and for non-recurring measurement.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarizes accounting policy for fair value. Other fair value related disclosures are given in the relevant notes to the consolidated nancial
statements
(e) Foreign currency transactions and balances
The Group’s consolidated nancial statements are presented in INR which is also the functional currency of the Group. Transactions in foreign
currencies are initially recorded in the functional currency using the spot rates at the date the transaction rst qualies for recognition. However, for
practical reasons, the Group uses an average rate if the rate approximates the actual rate at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising
on settlement or translation of monetary item are recognised in consolidated statement of prot or loss.
(f) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost includes cost incurred in bringing each product to its present location,
condition and are accounted for as follows:
Raw materials: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is
determined on weighted average basis.
Finished goods and work-in-progress: Cost includes cost of direct materials, direct labour and an appropriate proportion of variable and xed
overhead expenditure, the latter being allocated on the basis of normal operating capacity, but excluding borrowing costs. Cost is determined on
weighted average basis.
Stores and spare parts: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition.
Cost is determined on weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs
necessary to make the sale.
(g) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outow of
resources embodying economic benets will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The expense relating to a provision is presented in the consolidated statement of prot and loss net of any reimbursement. If the effect of the time
value of money is material, provisions are discounted using a current pre-tax rate that reects, when appropriate, the risks specic to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognised as a nance cost.
Warranty
Provisions for warranty related costs are recognized as and when the product is sold or service provided. Provision is based on historical experience.
The estimate of such warranty related costs is reviewed annually. A provision is recognized for expected warranty claims on products sold, based on
past experience of the level of repairs and returns. Assumptions used to calculate the provision for warranties are based on current sales levels and
current information available about returns. The Group generally offers 12 - 24 months of warranty for its products.
(h) Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be conrmed by the occurrence or non-occurrence of one
or more uncertain future events beyond the control of the Group. It includes a present obligation that is not recognized because it is not probable that
an outow of resources will be required to settle the obligation. It also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the consolidated nancial
statements.
(i) Government grants and subsidies
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied
with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it
Notes to the Consolidated nancial statements for the year ended 31 March 2023
163
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful
life of the related asset.
(j) Taxes
Current Income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates
and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the country where the Group
operates and generates taxable income. Current income tax relating to items recognised outside prot or loss is recognised outside consolidated
statement of prot and loss (either in other comprehensive income or in equity). Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is recognized in respect of temporary differences between the tax bases of assets and liabilities and their carrying amounts for nancial
reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax
liability arises from an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting prot nor taxable prot or loss.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses.
Deferred tax assets are recognised to the extent that it is probable that taxable prot will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except when the deferred tax asset relating to the
deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting prot nor taxable prot or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufcient
taxable prot will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable prots will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside prot or loss is recognised outside prot or loss (either in other comprehensive income or in equity).
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities
and the deferred taxes relate to the same taxable entity and the same taxation authority.
(k)
Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months
or less, which are subject to an insignicant risk of changes in value.
(l) Property, plant and equipment
Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance
sheet at cost (net of duty / tax credit availed) less accumulated depreciation and accumulated impairment losses.
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss.
Cost of an item of property, plant and equipment comprises its purchase price, any directly attributable cost of bringing the item to its working condition
for its intended use and estimated costs of dismantling and removing the item and restoring the site. Cost includes professional fees and, for qualifying
assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Such properties are classied to the appropriate categories of
property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. The cost
of property, plant and equipment not ready for intended use before such date is disclosed under capital work-in-progress. Freehold land is carried at
historical cost less any accumulated impairment losses.
When signicant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specic
useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement
if the recognition criteria are satised and the same is depreciated based on their specic useful lives. All other expenses on existing property, plant
and equipment, including day-to-day repair and maintenance expenditure, are charged to the consolidated statement of prot and loss for the period
during which such expenses are incurred.
An item of property, plant and equipment and any signicant part initially recognised is derecognised upon disposal or when no future economic
benets are expected from its use or disposal. Gains or losses arising from derecognition of property, plant and equipment are measured as the
Notes to the Consolidated nancial statements for the year ended 31 March 2023
164
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of prot and loss
when the asset is derecognized.
The Group identies and determines cost of asset signicant to the total cost of the asset having useful life that is materially different from that of the
life of the principal asset.
Depreciation is provided using the straight line method as per the useful lives of the assets estimated by the management, or at the rates prescribed
under Schedule II of the Companies Act, 2013. The useful life estimate for major classes of assets is as follows:
Asset block Useful life of the asset (years)
Buildings
Plant and machinery
Tools, Dies & Jigs
Computers
Oce & other equipments
Furniture and xtures
Vehicles
10-30
10-21
3-5
3
5-13
10
6
The Group, based on assessment made by technical expert and management estimate, depreciates certain items of building, plant and machinery
over estimated useful lives and residual value which are different from the useful life and residual values prescribed in Schedule II to the Companies
Act, 2013. The management believes that these estimated useful lives and residual values are realistic and reect fair approximation of the period
over which the assets are likely to be used.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each nancial year end and adjusted
prospectively, if appropriate. The Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April
1, 2015 (the transition date) measured as per the previous GAAP and use such carrying value as its deemed cost as of the transition date.
Intangible assets
Intangible assets with nite useful lives that are acquired separately, is capitalised and carried at cost less accumulated amortisation and accumulated
impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation
method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Costs incurred towards purchase of computer software and licenses are amortised using the straight-line method over a period based on management’s
estimate of useful lives of such computer software and licenses being 2 / 3 years, or over the license period of the software, whichever is shorter.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benets are expected from use or disposal. Gains or losses arising
from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset is
recognised in consolidated statement of prot and loss when the asset is derecognised.
Impairment of tangible and intangible assets carried at cost
The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external factors. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An impairment
loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets
or cash-generating units (CGU) recoverable value and its value in use. An asset’s recoverable amount is the higher of an asset’s or cash-generating
unit’s (CGU) fair value less costs of disposal and its value in use. In assessing value in use, the estimated future cash ows are discounted to their
present value using a pre-tax discount rate that reects current market assessments of the time value of money and risks specic to the asset.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment
loss is increased or reversed depending only for change in assumptions or internal/external factors. However, the carrying value after reversal is not
increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.
(m) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get
ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. It also includes exchange
differences to the extent regarded as an adjustment to the borrowing costs.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
165
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
(n) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the
right to control the use of an identied asset for a period of time in exchange for consideration.
At commencement or on modication of a contract that contains a lease component, the Group allocates the consideration in the contract to each
lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease
components and account for the lease and non-lease components as a single lease component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost,
which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful
life of the right-of-use asset or the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of
the lease term or the cost of the right-of-use asset reects that the Group will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external nancing sources and makes certain adjustments
to reect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
• xed payments, including in-substance xed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the
Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain
not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-
substance xed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded
in prot or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Group
recognises the lease payments associated with these leases as an expense in prot or loss on a straight-line basis over the lease term.
(o) Retirementandotheremployeebenets
i. Denedbenetplan
• Provident Fund
Eligible employees of Company received benets from a provident fund, which was a dened benet plan. Under the plan, both the eligible employee
and the Company made monthly contributions to the provident fund plan equal to a specied percentage of the covered employee’s salary. The
Company contributed a portion to the WABCO India Limited Employee Provident Fund Trust (‘Provident Fund Trust’) and a remaining portion was
contributed to the government administered pension fund. The Provident Fund Trust invested funds available in specic designated instruments as
permitted by extant Indian laws and regulations. The rate at which the annual interest is payable to the beneciaries by the provident fund trust was
administered by the government. The Company had an obligation to make good the shortfall, if any, between the return from the investments of the
Provident fund Trust and the notied interest rate.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
166
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
During the year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident
Fund Trust (‘Provident Fund Trust’) to Employees’ Provident Fund Organisation (‘EPFO’) based on the Company’s obligation as at 30 June 2022 by
availing the option of depositing entire corpus of Provident Fund Trust to EPFO.
• Gratuity and Pension
Under the gratuity plan, every employee who has completed at least ve years of service gets a gratuity on separation at 15 days of last drawn basic
salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India.
The Group also operates a pension plan for select employees, the eligibility and the terms and conditions of payment are at the discretion of the Group.
Gratuity and pension liabilities are dened benet obligations and are provided for on the basis of an actuarial valuation done as per the projected unit
credit method as at the end of each nancial year.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net
dened benet liability and the return on plan assets (excluding amounts included in net interest on the net dened benet liability), are recognised
immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-
measurements are not reclassied to prot or loss in subsequent periods.
ii. Otheremploymentbenets
• Compensated absence
Short term compensated absences are provided for based on estimates. Long term compensated absences in the nature of dened benet plan are
provided for based on actuarial valuation at the year end. The actuarial valuation is done as per projected unit credit method. Re-measurement gain
or loss is taken to the consolidated statement of prot and loss and are not deferred.
Past service costs are recognised in prot or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Group recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net dened benet liability or asset. The Group recognises the changes in the net dened
benet obligation as an expense in the consolidated statement of prot and loss as service costs comprising current service costs, past-service costs,
gains and losses on curtailments and non-routine settlements and net interest expense or income.
iii.Denedcontributionplan.
Dened contribution plan includes contribution to employee state insurance scheme, employee provident fund (from the period of surrender of the Trust
as mentioned above) and employee pension scheme. The Group has no obligation other than the contribution payable under the above schemes. The
Group recognises the contribution payable to the above schemes as an expenditure when the employee renders related service. If the contribution
payable to the schemes for services received before the Balance Sheet date exceeds the contribution already paid, the decit payable to the scheme
is recognised as a liability after deducting the contribution already paid. If on the other hand the contribution already paid exceeds the contribution
due for the services received before the Balance Sheet date, then the excess is recognised as an asset to the extent that the prepayment will lead to
reduction in future payment or cash refund.
iv.Terminationbenets-Voluntaryretirement
The Group has a scheme of voluntary retirement applicable to certain employees. The amount payable under such scheme is recognised earlier of
when the employee accepts the offer or when a restriction of the entity’s ability to accept the offer takes effect.
(p)
Financial instruments
i. Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other nancial assets and nancial liabilities are
initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A nancial asset (unless it is a trade receivable without a signicant nancing component) or nancial liability is initially measured at fair value plus
or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a signicant
nancing component is initially measured at the transaction price.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
167
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
ii. Classicationandsubsequentmeasurement
On initial recognition, a nancial asset is classied as measured at:
- amortised cost;
- FVOCI – debt investment;
- FVOCI – equity investment; or
- FVTPL.
Financial assets are not reclassied subsequent to their initial recognition unless the Group changes its business model for managing nancial assets,
in which case all affected nancial assets are reclassied on the rst day of the rst reporting period following the change in the business model.
A nancial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash ows; and
- its contractual terms give rise on specied dates to cash ows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash ows and selling nancial assets; and
- its contractual terms give rise on specied dates to cash ows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the
investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All nancial assets not classied as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative
nancial assets. On initial recognition, the Group may irrevocably designate a nancial asset that otherwise meets the requirements to be measured
at amortised cost or at FVOCI as at FVTPL if doing so eliminates or signicantly reduces an accounting mismatch that would otherwise arise.
Financial assets – Business model assessment
The Group makes an assessment of the objective of the business model in which a nancial asset is held at a portfolio level because this best reects
the way the business is managed and information is provided to management. The information considered includes:
- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy
focuses on earning contractual interest income, maintaining a particular interest rate prole, matching the duration of the nancial assets to the
duration of any related liabilities or expected cash outows or realising cash ows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Group’s management;
- the risks that affect the performance of the business model (and the nancial assets held within that business model) and how those risks are
managed;
- how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual
cash ows collected; and
- the frequency, volume and timing of sales of nancial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of nancial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent
with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financialassets–Assessmentwhethercontractualcashowsaresolelypaymentsofprincipalandinterest
For the purposes of this assessment, ‘principal’ is dened as the fair value of the nancial asset on initial recognition. ‘Interest’ is dened as consideration
for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic
lending risks and costs (e.g. liquidity risk and administrative costs), as well as a prot margin.
In assessing whether the contractual cash ows are solely payments of principal and interest, the Group considers the contractual terms of the
instrument. This includes assessing whether the nancial asset contains a contractual term that could change the timing or amount of contractual cash
ows such that it would not meet this condition. In making this assessment, the Group considers:
Notes to the Consolidated nancial statements for the year ended 31 March 2023
168
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
- contingent events that would change the amount or timing of cash ows;
- terms that may adjust the contractual coupon rate, including variable-rate features;
- prepayment and extension features; and
- terms that limit the Group’s claim to cash ows from specied assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents
unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the
contract.
Additionally, for a nancial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an
amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable
compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignicant at initial
recognition.
Financial assets – Subsequent measurement and gains and losses
Financial assets at FVTPL - These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income,
are recognised in prot or loss.
Financial assets at amortised cost - These assets are subsequently measured at amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in prot or loss. Any gain or
loss on derecognition is recognised in prot or loss.
Debt investments at FVOCI - These assets are subsequently measured at fair value. Interest income calculated using the effective interest method,
foreign exchange gains and losses and impairment are recognised in prot or loss. Other net gains and losses are recognised in OCI. On derecognition,
gains and losses accumulated in OCI are reclassied to prot or loss.
Equity investments at FVOCI - These assets are subsequently measured at fair value. Impairment losses (and reversal of impairment losses) on
equity investments measured at FVOCI are not reported separately from other changes in fair value. Dividends are recognised as income in prot or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are
not reclassied to prot or loss.
Financialliabilities–Classication,subsequentmeasurementandgainsandlosses
Financial liabilities are classied as measured at amortised cost or FVTPL. A nancial liability is classied as at FVTPL if it is classied as held-for-
trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and
losses, including any interest expense, are recognised in prot or loss. Other nancial liabilities are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and losses are recognised in prot or loss. Any gain or loss on derecognition
is also recognised in prot or loss.
iii. Derecognition
The Group derecognises a nancial asset when:
- the contractual rights to the cash ows from the nancial asset expire; or
- it transfers the rights to receive the contractual cash ows in a transaction in which either:
• substantially all of the risks and rewards of ownership of the nancial asset are transferred; or
• the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the nancial asset.
The Group enters into transactions whereby it transfers assets recognised on its balance sheet but retains either all or substantially all of the risks and
rewards of the transferred assets. In these cases, the transferred assets are not derecognised.
The Group derecognises a nancial liability when its contractual obligations are discharged or cancelled or expire. The Group also derecognises a
nancial liability when its terms are modied and the cash ows of the modied liability are substantially different, in which case a new nancial liability
based on the modied terms is recognised at fair value.
On derecognition of a nancial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash
assets transferred or liabilities assumed) is recognised in prot or loss.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
169
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
iv Offsetting
Financial assets and nancial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently
has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
(q) Dividend to shareholders
Final dividend distributed to equity shareholders is recognised in the period in which it is approved by the members of the Group in the Annual General
Meeting. Interim dividend is recognised when approved by the Board of Directors at the Board Meeting. Both nal dividend and interim dividend are
recognised in the Consolidated Statement of Changes in Equity.
(r) Earnings Per Share
Basic earnings per share are calculated by dividing the net prot for the period attributable to equity shareholders by the weighted average number of
equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net prot for the period attributable to equity shareholders and the weighted average
number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares, if any.
(s) Recent pronouncements
Ministry of Corporate Affairs (“MCA”) noties new standard or amendments to the existing standards under Companies (Indian Accounting Standards)
Rules as issued from time to time. On 31 March 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the
Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1 April 2023, as below:
IndAS1–Presentationofnancialstatements
The amendments require companies to disclose their material accounting policies rather than their signicant accounting policies. Accounting policy
information, together with other information, is material when it can reasonably be expected to inuence decisions of primary users of general purpose
consolidated nancial statements. The Group does not expect this amendment to have any signicant impact in its consolidated nancial statements.
Ind AS 12 – Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments
narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to
transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group does not expect this amendment to
have any signicant impact in its consolidated nancial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting estimates. The denition of a change in accounting
estimates has been replaced with a denition of accounting estimates. Under the new denition, accounting estimates are “monetary amounts in
consolidated nancial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require
items in consolidated nancial statements to be measured in a way that involves measurement uncertainty. The Group does not expect this amendment
to have any signicant impact in its consolidated nancial statements.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
170
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
3.1 Property plant and equipment, Right of use assets and Intangible assets
Reconciliation of carrying amount Property, plant and equipment Right of use assets Intangible Assets
Discription
Freehold
Land
Buildings Plant and
Machinery,
Tools, Dies &
Jigs
Furniture
and
xtures
Ofce
and other
equipments
Vehicles Total Leasehold
land
Buildings Total Computer
software
and
licenses
Total
Cost
Balance as at 1 April 2021 1,829.06 9,625.25 61,626.01 491.44 5,666.03 529.13 79,766.92 698.80 1,993.59 2,692.39 2,335.67 2,335.67
Add: Additions - 220.05 8,416.85 102.71 2,172.38 55.04 10,967.03 7,559.20 - 7,559.20 1,058.54 1,058.54
Less: Disposals / Derecognition - - - - - - - - - - - -
Balance as at 31 March 2022 1,829.06 9,845.30 70,042.86 594.15 7,838.41 584.17 90,733.95 8,258.00 1,993.59 10,251.59 3,394.21 3,394.21
Balance as at 1 April 2022 1,829.06 9,845.30 70,042.86 594.15 7,838.41 584.17 90,733.95 8,258.00 1,993.59 10,251.59 3,394.21 3,394.21
Add: Additions - - 5,132.89 1,304.33 1,587.39 - 8,024.61 - 6,577.93 6,577.93 991.16 991.16
Less: Disposals / Derecognition - - 245.15 0.42 10.09 65.63 321.29 - 1,782.23 1,782.23 - -
Balance as at 31 March 2023 1,829.06 9,845.30 74,930.60 1,898.06 9,415.71 518.54 98,437.27 8,258.00 6,789.29 15,047.29
4,385.37 4,385.37
Accumulated depreciation and impairment losses
Balance as at 1 April 2021 - 2,687.07 31,913.46 198.37 3,254.65 224.44 38,277.99 22.64 1,263.61 1,286.25 2,006.25 2,006.25
Add: Charge for the year - 461.25 6,372.65 96.54 1,379.96 58.31 8,368.71 63.66 371.20 434.86 439.60 439.60
Less: Disposals / Derecognition - - - - - - - - - - - -
Balance as at 31 March 2022 - 3,148.32 38,286.11 294.91 4,634.61 282.75 46,646.70 86.30 1,634.81 1,721.11 2,445.85 2,445.85
Balance as at 1 April 2022 - 3,148.32 38,286.11 294.91 4,634.61 282.75 46,646.70 86.30 1,634.81 1,721.11 2,445.85 2,445.85
Add: Charge for the year - 470.87 6,347.24 121.59 1,786.88 97.00 8,823.58 72.91 796.68 869.59 784.51 784.51
Less: Disposals / Derecognition - - 245.15 0.13 9.60 62.35 317.23 - 1,782.23 1,782.23 - -
Balance as at 31 March 2023 - 3,619.19 44,388.20 416.37 6,411.89 317.40 55,153.05 159.21 649.26 808.47 3,230.36 3,230.36
Carrying amounts
As at 31 March 2022 1,829.06 6,696.98 31,756.75 299.24 3,203.80 301.42 44,087.25 8,171.70 358.78 8,530.48 948.36 948.36
As at 31 March 2023 1,829.06 6,226.11 30,542.40 1,481.69 3,003.82 201.14 43,284.22 8,098.79 6,140.03 14,238.82 1,155.01 1,155.01
Note : The Group has not revalued its property, plant and equipment, intangible assets and right of use assets
3.2 Capital work-in-progress
Capital Work In Progress ('CWIP') comprises expenditure for the plants and buildings in various stages of installation.
31 March 2023 31 March 2022
Opening balance 2,026.10 4,973.67
Additions 13,701.86 8,019.46
Capitalisation / adjustments (8,024.61) (10,967.03)
Closing balance
7,703.35 2,026.10
Ageing schedule
As at 31 March 2023 As at 31 March 2022
Amount in CWIP for a period of Total Amount in CWIP for a period of Total
Less
than 1
year
1-2 years 2-3 years More
than 3
years
Less
than 1
year
1-2 years 2-3 years More
than 3
years
Projects in progress 7,333.56 328.90 29.31 11.58 7,703.35 1,129.84 258.17 638.09 - 2,026.10
Projects temporarily suspended - - - - - - - - - -
Total 7,333.56 328.90 29.31 11.58 7,703.35 1,129.84 258.17 638.09 - 2,026.10
Note: The Group does not have any capital work in progress which is overdue or has exceeded its cost compared to its original plan and hence, capital
work in progress completion schedule is not applicable.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
171
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
4. FINANCIAL ASSETS
4.1 Investments
Current - unquoted
Investments at fair value through prot or loss (fully paid)
Investments in Mutual Funds 10,013.88 39,810.73
10,013.88 39,810.73
Aggregate value of unqouted investments 10,013.88 39,810.73
Aggregate amount of impairment in value of investments - -
4.2 Other nancial assets
Non-Current
Non-current bank balances (refer note below) 274.52 732.54
Security deposits 1,565.00 1,184.02
1,839.52 1,916.56
Current
Investment in equity instruments pending allotment
- Enerparc Solar Power 3 Private Limited 175.00 -
175.00 -
Note: Represents deposits placed with banks as margin money towards guarantees provided by the banks on behalf of the Group.
5 Other assets
Non-Current
Capital advances (Unsecured considered good) * 1,190.54 1,606.80
Capital advances (Unsecured considered doubtful) 98.26 96.91
Less: Provision for doubtful advances (98.26) (96.91)
1,190.54 1,606.80
Amount paid under protest 1,842.81 1,842.81
Net dened benet asset – pension plan (refer note 31) 928.41 790.71
3,961.76 4,240.32
Current
Advances to vendors (Unsecured considered good) * 1,987.93 1,972.31
Advances to vendors (Unsecured considered doubtful) 621.08 685.56
Less: Provision for doubtful advances (621.08) (685.56)
1,987.93 1,972.31
Grant receivable (export incentive) 455.95 4,528.36
Prepaid expenses 1,097.20 880.65
Balance with government authorities 1,763.74 250.62
5,304.82 7,631.94
* For amount outstanding from related parties and the terms and conditions relating to that, refer Note 35.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
172
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
6.1 Deferred tax assets (net)
Balance Sheet Statement of Prot and Loss
Nature - (Liability) / Asset 31 March 2023 31 March 2022 31 March 2023 31 March 2022
Deferred tax assets
Provision for doubtful trade receivables and advances 690.59 529.07 161.52 90.03
Provision for employee benets and others 1,106.66 1,461.53 (354.87) 862.99
Provision for warranty 402.64 462.51 (59.87) 163.41
Others 215.76 225.31 (9.55) (342.07)
Total (A) 2,415.65 2,678.42 (262.77) 774.36
Deferred tax liabilities
Difference between depreciation as per books of accounts and the Income Tax
Act, 1961
212.11 760.04 (547.93) (484.00)
Others - 71.98 (71.98) 71.98
Total (B) 212.11 832.02 (619.91) (412.02)
Deferred tax expenses / (income) (B-A) (357.14) (1,186.38)
Net deferred tax (liabilities) / assets (A-B) 2,203.54 1,846.40
31 March 2023 31 March 2022
Reconciliation of deferred tax assets / (liabilities) - (net)
As on 1 April 1,846.40 660.02
Tax income/(expense) during the period recognised in prot and loss 360.33 1,067.46
Tax income/(expense) during the period recognised in OCI (3.19) 118.92
As on 31 March
2,203.54 1,846.40
6.2 Non-current tax assets (net)
Advance income tax (net of provision for tax) 3,965.27 4,504.08
3,965.27 4,504.08
7 Inventories
(lower of cost and net realisable value)
Raw materials * 11,418.27 10,527.95
Work-in-progress 564.21 299.13
Finished goods 2,695.10 2,962.55
Stores and spare parts 1,018.63 687.63
15,696.21 14,477.26
*includes goods in transit 2,363.39 1,888.26
During the year ended 31 March 2023: INR 25.18 lakhs (31 March 2022: INR 26.15 lakhs) was recognised as an expense for inventories carried at net
realisable value.
8 Trade receivables
Trade receivables
Secured, considered good - -
Unsecured, considered good 77,500.19 67,668.02
Trade receivables which have signicant increase in credit risk - -
Trade receivables - credit impaired - -
77,500.19 67,668.02
Less: Loss allowance (expected credit loss allowance) (1,744.59) (1,029.69)
75,755.60 66,638.33
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
173
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
Trade receivables Ageing schedule
As at 31 March 2023
Not due
Outstanding for following periods from due date of payment
Total
Less than 6
months
6 months to
1 year 1-2 years 2-3 years
More than 3
years
Undisputed Trade Receivables - considered good 68,051.08 7,328.12 925.11 507.62 116.43 571.83 77,500.19
Undisputed Trade receivables - which have
signicant increase in credit risk
- - - - - - -
Undisputed Trade receivables - credit impaired - - - - - - -
Disputed Trade Receivables - considered good - - - - - - -
Disputed Trade receivables - which have
signicant increase in credit risk
- - - - - - -
Disputed Trade receivables - credit impaired - - - - - - -
68,051.08 7,328.12 925.11 507.62 116.43 571.83 77,500.19
As at 31 March 2022
Not due
Outstanding for following periods from due date of payment
Total
Less than 6
months
6 months to
1 year 1-2 years 2-3 years
More than 3
years
Undisputed Trade Receivables - considered good 58,996.27 6,985.44 887.87 159.38 218.17 420.89 67,668.02
Undisputed Trade receivables - which have
signicant increase in credit risk
- - - - - - -
Undisputed Trade receivables - credit impaired - - - - - - -
Disputed Trade Receivables - considered good - - - - - - -
Disputed Trade receivables - which have
signicant increase in credit risk
- - - - - - -
Disputed Trade receivables - credit impaired - - - - - - -
58,996.27 6,985.44
887.87 159.38 218.17 420.89 67,668.02
No trade receivable are due from directors or other ofcers of the Group either severally or jointly with any other person. For amount outstanding from
related parties and the terms and conditions relating to that, refer Note 35. Trade receivables are non-interest bearing and are generally on terms of 15
to 90 days depending on the type of the customer.
31 March 2023 31 March 2022
9 Cash and cash equivalents
Cash on hand 0.02 9.61
Balances with banks:
- On current accounts 8,648.25 8,915.02
8,648.27 8,924.63
For the purpose of the statement of cash ows, cash and cash equivalents comprise the following:
i) Cash on hand 0.02 9.61
ii) On current accounts 8,648.25 8,915.02
8,648.27 8,924.63
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
174
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
9.1 Other bank balances
Deposits with banks with original maturity of more than three months but less than twelve months 107,699.13 57,458.33
Earmarked balances with banks 593.40 626.93
108,292.53 58,085.26
Earmarked balances with banks primarily relate to unclaimed dividends and unspent corporate social
responsibility amount
Break up of nancial assets carried at amortised cost
Trade receivables (note 8) 75,755.60 66,638.33
Cash and cash equivalents (note 9) 8,648.27 8,924.63
Bank balances other than cash and cash equivalents (note 9.1) 108,292.53 58,085.26
Other nancial assets (note 4.2) 2,014.52 1,916.56
Total nancial assets at amortised cost
194,710.92 1,35,564.78
10 Equity share capital
Authorised capital
20,000,000 equity shares of INR 5 each (31 March 2022 : 20,000,000) 1,000.00 1,000.00
1,000.00 1,000.00
Issued, subscribed and fully paid-up capital
18,967,584 (31 March 2022: 18,967,584) equity shares of INR 5 each 948.38 948.38
948.38 948.38
Terms / rights attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual
assets on winding up. The equity shareholders are entitled to receive dividend as declared from time to time, subject to preferential right of preference
shareholders to payment of dividend. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/its share of the
paid-up equity share capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable
has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture. On winding up of the Company, the holders of equity
shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number
of equity shares held.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Number of
shares
Amount
At 1 April 2021 18,967,584 948.38
Issued during the year - -
At 31 March 2022 18,967,584 948.38
Issued during the year - -
At 31 March 2023
18,967,584 948.38
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
175
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
Shares held by holding company or their subsidiaries or associates
Out of equity shares issued by the Company, shares held by its holding Company or their subsidiaries or associates are as below:
Name of the Shareholder 31 March 2023 31 March 2022
Number of
shares
Amount Number of
shares
Amount
WABCO Asia Private Limited, Singapore 14,225,684 711.28 14,225,684 711.28
Apart from the above, there are no shares held by the Ultimate Holding Company, or their subsidiaries or associates.
Details of shareholders holding more than 5% shares in the company
Name of the shareholder 31 March 2023 31 March 2022
In numbers % holding in
the class
In numbers % holding in
the class
Equity shares of INR 5 each fully paid
WABCO Asia Private Limited, Singapore 14,225,684 75.00% 14,225,684 75.00%
SBI Large & Midcap Fund 1,710,909 9.02% - -
SBI Retirement Benet - Conservative Plan - - 1,732,405 9.13%
As per records of the Company, including its register of members, the above shareholding represents both legal and benecial ownerships of shares.
Details of shares held by promoters
As at 31 March 2023 As at 31 March 2022 % of change
during the year
No. of shares % of total of
shares
No. of shares % of total of
shares
WABCO Asia Private Limited, Singapore 14,225,684 75.00% 14,225,684 75.00% 0.00%
14,225,684 75.00% 14,225,684 75.00% 0.00%
As at 31 March 2022 As at 31 March 2021 % of change
during the year
No. of shares % of total of
shares
No. of shares % of total of
shares
WABCO Asia Private Limited, Singapore 14,225,684 75.00% 14,225,684 75.00% 0.00%
ZF International UK Limited, United Kingdom - 0.00% 1,030,432 5.43% 100.00%
14,225,684 75.00% 15,256,116 80.43% 100.00%
There are no bonus shares or buy-back of shares or shares issued for consideration other than cash during a period of ve years immediately preceding
nancial year ended March 31, 2023.
31 March 2023 31 March 2022
11 Other equity
General reserve 24,776.38 24,776.38
Other reserves
Capital reorganisation reserve 5.00 5.00
Retained earnings 215,181.76 185,678.00
239,963.14 210,459.38
General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specied
percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more
than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year.
Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specied percentage of the net prot to general reserve
has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specic requirements
of Companies Act, 2013.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
176
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
Capital reorganisation reserve - Amount represents a reserve created during the demerger of brakes division from Sundaram Clayton Limited.
Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the nancial
statements of the Group and also considering the requirements of the Companies Act, 2013.
11.1 Dividends
The following dividends were declared and paid by the Holding Company during the year:
INR 12 per equity share (31 March 2022: INR 11) 2,276.11 2,086.44
2,276.11 2,086.44
After the reporting date the following dividends were proposed by the directors subject to the approval at the annual general meeting of the Holding
Company ; the dividends have not been recognised as liabilities.
INR 13 per equity share (31 March 2022: INR 12) 2,465.79 2,276.11
2,465.79 2,276.11
12 Lease liabilities
Non - Current
Lease liabilities 6,172.59 26.72
6,172.59 26.72
Current
Lease liabilities 361.92 361.91
361.92 361.91
13 Provisions
Non-current
Provision for employee benets
Provision for provident fund (refer note 32) - 1,076.77
Provision for compensated absences 871.91 841.15
Other provisions
Provision for warranties 705.85 469.11
Total
1,577.76 2,387.03
Current
Provision for employee benets
Provision for compensated absences 199.52 289.93
Provision for gratuity (net of fair value of plan assets) 911.86 740.74
Other provisions
Provision for warranties 894.57 1,368.80
Total
2,005.95 2,399.47
Provision for warranties
At the beginning of the year 1,837.91 1,188.41
Created during the year 1,120.91 1,278.55
Utilized / reversed during the year (1,358.40) (629.05)
At the end of the year
1,600.42 1,837.91
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
31 March 2023 31 March 2022
177
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
The estimated provision for warranty obligations is recognised once the products are sold. The estimated provision takes into account historical
information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty
claims represents the present value of management's best estimate of the future economic benets. The outstanding provision for product warranties as
at the reporting date is the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.
14 Trade payables
Trade Payables
- Total outstanding dues of micro enterprises and small enterprises ('MSME') 1,540.88 1,840.74
- Total outstanding dues of creditors other than micro enterprises and small enterprises 34,456.39 32,779.67
35,997.27 34,620.41
For amount outstanding to related parties and the terms and conditions relating to that, refer Note 35
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
Trade payables Ageing Schedule
As at 31 March 2023
Unbilled dues Not due Outstanding for following periods from due date of payment
Less than
1 year
1-2 years 2-3 years More than
3 years
Total
MSME - 1,528.85 9.35 0.17 0.14 2.37 1,540.88
Others 4,621.29 22,071.66 6,656.57 340.12 151.62 494.48 34,456.39
Disputed - MSME - - - - - - -
Disputed - Others - - - - - - -
4,621.29 23,600.51 6,665.92 340.29 151.76 496.85 35,997.27
As at 31 March 2022
Unbilled dues Not due Outstanding for following periods from due date of payment
Less than
1 year
1-2 years 2-3 years More than
3 years
Total
MSME - 1,618.75 174.22 40.74 2.40 4.63 1,840.74
Others 5,821.13 20,873.71 5,056.24 332.67 296.88 399.04 32,779.67
Disputed - MSME - - - - - - -
Disputed - Others - - - - - - -
5,821.13 22,492.46 5,230.46 373.41 299.28 403.67 34,620.41
15 Other nancial liabilities
Capital creditors
- Total outstanding dues of micro enterprises and small enterprises ('MSME') 84.24 -
- Total outstanding dues of creditors other than micro enterprises and small enterprises 2,037.92 649.19
Price adjustments (refer note below) 5,741.88 4,170.26
Unpaid dividends 31.34 33.93
7,895.38 4,853.38
Note: Price adjustments is recognised when there is a reasonable certainty that the amounts will be settled. The estimate takes into account the
expected claim and the historical information regarding settlement of such claims. The outstanding liability represents the amounts that are yet to be
settled in relation to the products that were sold.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
178
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
Break up of nancial liabilities carried at amortised cost
Trade payables (note 14) 35,997.27 34,620.41
Lease liabilities (note 12) 6,534.51 388.63
Other nancial liabilities (note 15) 7,895.38 4,853.38
50,427.16 39,862.42
16 Other current liabilities
Advance from customers * 442.31 665.55
Statutory dues payable 1,492.49 932.06
Liability towards corporate social responsibility 677.34 835.54
Employee payables 3,627.34 3,727.85
6,239.48 6,161.00
* For amount outstanding to related parties and the terms and conditions relating to that, refer Note 35
17 Current tax liabilities (net)
Provision for taxation (net of advance income tax) 1,075.93 1,450.02
1,075.93 1,450.02
18 Revenue from operations
(i) Revenue from contract with customers
Sale of products (A)
Air assist and full air actutation systems 269,749.63 197,540.87
Spares 42,916.88 33,393.56
312,666.51 230,934.43
Sale/rendering of services (B)
Software services 17,303.42 11,523.28
Research and development services 3,328.00 2,645.76
Business support services 5,815.79 5,622.68
Other service income 2,506.72 1,476.31
28,953.93 21,268.03
(ii) Other operating revenue (C)
Scrap sales 1,618.04 1,249.28
Government grant (Export incentives - Refer note below) 384.79 367.15
Test track usage income 801.26 516.50
2,804.09 2,132.93
Total (A+B+C)
344,424.53 254,335.39
Note - Government grants represent export incentives that the Group is eligible for. There are no unfullled conditions or contingencies attached to these
grants.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
179
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Disaggregated information
Timing of revenue recognition
Goods / services transferred at a point in time 315,085.81 232,700.21
Services transferred over time 28,953.93 21,268.03
344,039.74 253,968.24
Contract balances
Trade receivables (refer note 8) 75,755.60 66,638.33
Contract liabilities (refer note 16) 442.31 665.55
Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days.
Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer
simultaneously receives and consumes the benets provided by the Group. Upon completion and acceptance by the customer, the amounts recognised
as contract assets are reclassied to trade receivables.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due (whichever is earlier).
Reconciliation of amount of revenue recognised in the statement of prot and loss with the contracted price
Revenue as per contract price 349,146.27 257,700.35
Adjustments
Discounts and price adjustments (5,106.53) (3,732.11)
Revenue from contract with customers
344,039.74 253,968.24
19 Other income
Gain on sale of investments (net) 549.26 1,881.56
Gain on foreign currency transactions 875.51 -
Interest income 5,251.64 1,867.64
Net gain on sale of property, plant and equipment 21.80 -
Others - 3.72
6,698.21 3,752.92
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
20 Cost of materials consumed
Inventories at the beginning of the year 10,527.95 8,121.37
Add: Purchases 220,543.46 167,340.89
Less: Inventories at the end of the year 11,418.27 10,527.95
Cost of raw material and components consumed
219,653.14 164,934.31
21 Changes in inventories of nished goods and work-in-progress
Opening stock
Work-in-progress 299.13 190.14
Finished goods 2,962.55 2,469.58
3,261.68 2,659.72
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
180
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
Closing Stock
Work-in-progress 564.21 299.13
Finished goods 2,695.10 2,962.55
3,259.31 3,261.68
2.37 (601.96)
22 Employee benets expense
Salaries, wages and bonus 33,062.01 28,533.12
Contribution to provident and other funds 1,634.40 2,053.96
Staff welfare expenses 2,975.51 2,281.50
37,671.92 32,868.58
23 Finance costs
Interest expense on lease liabilities 420.94 44.80
Interest on others 145.60 145.38
566.54 190.18
24 Depreciation and amortization expense
Depreciation of property, plant and equipment (note 3.1) 8,823.58 8,368.71
Depreciation on right of use assets (note 3.1) 869.59 434.86
Amortization of intangible assets (note 3.1) 784.51 439.60
10,477.68 9,243.17
25 Other expenses
Consumption of stores and spares 5,237.98 4,564.74
Power and fuel 2,492.81 1,908.03
Rent 843.40 746.34
Repairs to buildings 325.78 273.20
Repairs to machinery 1,125.13 1,179.72
Repairs others 17.75 12.52
Insurance 181.95 156.58
Rates and taxes 231.98 410.01
Professional fees 5,969.98 4,344.84
Travelling and conveyance 1,261.05 784.09
Freight, delivery and shipping charges 7,615.69 6,200.47
Research and development expenses 619.61 401.18
Impairment allowance / reversal for bad and doubtful debts / advances 689.43 258.74
Directors' sitting fees 17.53 9.06
Information technology expenses 2,022.53 1,702.38
Expenditure on corporate social responsibility 384.40 558.44
Royalty 8,891.41 5,945.49
Net loss on foreign currency transactions - 429.56
Warranty 932.72 1,105.91
Other expenses (including commission to independent directors) 1,200.30 888.44
40,061.43 31,879.74
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
181
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31 March 2023 31 March 2022
26 Income tax expense
A. Amounts recognised in prot or loss
Current Tax:
Current year 11,282.81 6,434.31
Deferred Tax:
Relating to the origination and reversal of temporary differences (360.33) (1,067.46)
Tax expense
10,922.48 5,366.85
B. Amounts recognised in other comprehensive income
Items that will not be reclassied to prot or loss
Remeasurements of dened benet liability (asset) 3.19 (118.92)
3.19 (118.92)
C. Reconciliation of effective tax rate
Prot before tax 42,689.66 19,574.29
Group’s domestic tax rate 25.168% 25.168%
Tax using the Group’s domestic tax rate 10,744.13 4,926.46
Tax effect of:
- Non deductible expenses 111.74 436.96
- Overseas taxes - 255.36
- Others 66.61 (251.93)
10,922.48 5,366.85
27 Components of other comprehensive income (OCI)
The disaggregation of changes to OCI by each type of reserve in equity is shown below:
FVTOCI Total
During the year ended 31 March 2023
Re-measurement gains (losses) on dened benet plans 12.69 12.69
12.69 12.69
During the year ended 31 March 2022
Re-measurement gains (losses) on dened benet plans (353.58) (353.58)
(353.58) (353.58)
28 Earnings per share
Basic EPS amounts are calculated by dividing the prot for the year attributable to equity holders of the Group by the weighted average number of equity
shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the prot attributable to equity holders of the Group by the weighted average number of equity shares
outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity
shares into equity shares.
The following reects the income and share data used in the basic and diluted EPS computations:
Prot after tax 31,767.18 14,207.44
Weighted average number of shares
- Basic 18,967,584 18,967,584
- Diluted 18,967,584 18,967,584
Earning per share of INR 5 each
- Basic 167.48 74.90
- Diluted 167.48 74.90
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
182
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
29 Signicant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated nancial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities, and the Grouping disclosures, and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected
in future periods.
Key Judgements estimates and assumptions
In the process of applying the Group’s accounting policies, management has made the following key judgements, estimates and assumptions, which
have the most signicant effect on the amounts recognised in the consolidated nancial statements:
Provision and contingent liability
On an ongoing basis, Group reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable,
an estimated loss is recorded as an accrual in consolidated nancial statements. Loss contingencies that are considered possible are not provided
for but disclosed as contingent liabilities in the consolidated nancial statements. Contingencies the likelihood of which is remote are not disclosed
in the consolidated nancial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are received or
receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Group’s / expert’s interpretation
of applicable tax laws, relevant judicial pronouncements.
Dened benet plans
The cost of the dened benet plan and other post-employment benets and the present value of the obligation are determined using actuarial valuations.
An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of
the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a dened benet
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
Further details about dened benet obligations are given in note 31.
Allowance for inventories
An allowance for inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value. The inventory allowance is
estimated taking into account various factors and losses associated with obsolete / slow-moving / redundant inventory items. The Group has, based on
these assessments, made adequate allowance in the books.
30 Employee Benets Obligation
Dened Benet Plan
a. Gratuity
The gratuity plan is governed by the Payment of Gratuity Act, 1972 (‘Act’) . Under the Act, employee who has completed ve years of service is entitled
to specic benet. The level of benets provided depends on the member’s length of service and salary at retirement age.
Risk exposure and asset liability matching
Provision of a dened benet scheme poses certain risks, some of which are detailed hereunder, as Group take on uncertain long term obligations to
make future benet payments.
1) Liability risks
i) Asset-Liability Mismatch risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the dened benet liabilities, the
Group is successfully able to neutralize valuation swings caused by interest rate movements.
ii) Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may eem small, but in practice can have a signicant impact on the
dened benet liabilities.
iii) Future Salary Escalation and Ination Risk
Since price ination and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future
dened benet payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may
lead to uncertainties in estimating this increasing risk.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
183
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
2) Asset risks
All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive
returns over the years. The Group has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Group has no
control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the
investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and ination risk are taken care of.
b. Provident Fund
In respect of employees covered under Group’s Employees Provident Fund Trust contributions to the Group’s Employee Provident Fund Trust are made
in accordance with the fund rules. The interest rate payable to the beneciaries every year is being notied by the Government. In the case of contribution
to the Trust, the Group has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notied interest
rate and recognizes such obligation, determined based on an actuarial valuation, as an expense. The details of the dened benet plan based on actuarial
valuation report are as follows:
Liability risks:
a) Asset-liability mismatch risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the dened benet liabilities, the
Group is successfully able to neutralize valuation swings caused by interest rate movements.
b) Discount rate risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a signicant impact on the
dened benet liabilities.
c) Future salary escalation and ination risk
Since price ination and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future
dened benet payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion
may lead to uncertainties in estimating this increasing risk.
During the year ended 31 March 2023, the Group has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident Fund
Trust (‘Provident Fund Trust’) to Employees’ Provident Fund Organisation (‘EPFO’) based on the Group’s obligation as at 30 June 2022 by availing the
option of depositing entire corpus of Provident Fund Trust to EPFO. Hence, there is no liability risk existing as on 31 March 2023.
31 Dened Benet Plan Gratuity Pension Plan Provident Fund Plan
(refer note 32)
31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Current service cost 467.40 393.43 - - 224.59 995.63
Net interest expense / (income) 53.67 48.42 (53.72) (45.67) (307.90) 15.96
Components of dened benet cost recognised in prot or loss 521.07 441.85 (53.72) (45.67) (83.31) 1,011.59
Re-measurement on the net dened benet liability comprising:
Actuarial (gains)/losses changes arising from changes in demographic
assumptions
- (23.44) - 114.01 - -
Actuarial (gains)/losses changes arising from changes in nancial assumptions (425.15) (149.29) (108.28) (77.23) - (328.42)
Actuarial (gains)/losses changes arising from experience adjustments 454.14 325.54 24.30 (67.69) - 833.75
Return on plan assets (excluding amounts included in net interest expense) 70.87 68.44 - - - (223.17)
Components of dened benet cost recognised in other comprehensive
income
99.86 221.25 (83.98) (30.91) - 282.16
620.93 663.10 (137.70) (76.58) (83.31) 1,293.75
The current service cost and the net interest expense for the year are included in the 'employee benet expense' in prot or loss.
The remeasurement of the net dened benet liability is included in other comprehensive income.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
184
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
31 Dened Benet Plan Gratuity Pension Plan Provident Fund Plan
(refer note 32)
31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
The amount included in the nancial position arising from the Group's obligation
in respect of its dened benet plans is as follows:
Present value of dened benet obligation 3,270.09 2,943.73 2,128.37 2,176.72 - 15,636.19
Fair value of plan assets 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
Net assets/(liabilities) from dened benet obligation (911.86) (740.74) 928.41 790.71 - (1,076.77)
Movements in the present value of the dened benet obligation were as follows:
Opening dened benet obligation 2,943.73 2,569.49 2,176.72 2,180.46 15,636.19 12,874.18
Current service cost 467.40 393.43 - - 224.59 995.63
Employee contributions - - - - 330.68 1,683.28
Transfers - - - - (15,652.91) 842.01
Interest cost 213.27 173.32 147.91 139.44 - 891.98
Actuarial (gains)/losses changes arising from changes in demographic
assumptions
- (23.44) - 114.01 - -
Actuarial (gains)/losses changes arising from changes in nancial assumptions (425.15) (149.29) (108.28) (77.23) - (328.42)
Actuarial (gains)/losses changes arising from experience adjustments 454.14 325.54 24.30 (67.69) - 833.75
Benets paid (383.30) (345.32) (112.28) (112.27) (538.55) (2,156.22)
Closing dened benet obligation 3,270.09 2,943.73 2,128.37 2,176.72 - 15,636.19
Movements in the fair value of the plan assets were as follows:
Opening fair value of plan assets 2,202.99 1,851.77 2,967.43 2,894.59 14,559.42 12,493.23
Investment / Interest Income 159.60 124.90 201.63 185.11 307.90 876.02
Employer's Contributions 449.81 640.08 - - 418.72
970.08
Employee's Contributions - - - - 330.68 1,683.28
Return on plan assets (excluding amounts included in net interest expense) (70.87) (68.44) - - - 223.17
Transfers - - - - (15,078.17) 469.87
Benets paid (383.30) (345.32) (112.28) (112.27) (538.55) (2,156.23)
Closing fair value of plan assets 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
Notes to the Consolidated nancial statements for the year ended 31 March 2023
31.1 The major categories of plan assets of the fair value of the total plan assets are as follows:
Gratuity Pension Plan
Provident Fund Plan
(refer note 32)
Investments details: 31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Investment with insurer / others 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
Total 2,358.23 2,202.99 3,056.78 2,967.43 - 14,559.42
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
185
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
The principal assumptions used for the purposes of the actuarial valuations are as follows:
Gratuity Pension Plan
Provident Fund Plan
(refer note 32)
31 March
2023
31 March
2022
31 March
2023
31 March
2022
31 March
2023
31 March
2022
Discount rate 7.50% 7.25% 7.35% 6.80% NA 6.98%
Future salary increases 5.00% 6.00% NA NA NA NA
Attrition rate 5.00% 5.00% NA NA NA NA
Mortality rate 100% of
IALM
2012-14
100% of
IALM
2012-14
NA NA NA NA
The sensitivity analyses below have been determined based on a method that extrapolates the impact on dened benet obligation as a result of
reasonable changes in key assumptions occurring at the end of the reporting period.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
Gratuity plan: 31 March 2023 31 March 2022
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
Discount rate (141.09) 164.91 (139.69) 165.03
Future salary increases 167.44 (145.48) 165.45 (142.44)
Attrition rate 1.50 (1.55) 0.56 (0.84)
Mortality rate 0.10 (0.10) 0.09 (0.09)
Provident Fund plan (refer note 32): 31 March 2023 31 March 2022
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
Discount rate NA NA (11.26) 11.57
Pension: 31 March 2023 31 March 2022
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
Discount rate (81.19) 93.46 (87.52) 101.44
The following payments are expected contributions to the dened benet plan in future years:
Gratuity Pension
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Within the next 12 months (next annual reporting period) 364.11 293.53 189.34 189.24
Between 2 and 5 years 991.74 802.79 736.23 738.33
Beyond 5 years 6,632.05 6,482.85 3,367.48 3,442.50
Total expected payments
7,987.90 7,579.17 4,293.05 4,370.07
The average duration of the dened benet plan obligation at the end of the reporting period for gratuity plan is 10.00 years (31 March 2022: 11.00 years)
and pension plan is 7.00 years (31 March 2022: 8.00 years).
32 During the year ended 31 March 2023, the Group has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident Fund
Trust (Provident Fund Trust) to Employees’ Provident Fund Organisation (EPFO) based on the Group’s obligation as at 30 June 2022 by availing the
option of depositing entire corpus of Provident Fund Trust to EPFO. Consequent to this surrender, the liability of the Group is restricted to the monthly
contributions paid by the Group to EPFO. Accordingly, there was no actuarial valuation excercise carried out as on 31 March 2023.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
186
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
33 Leases
The Group has taken various premises including ofces, warehouses and other assets under lease for which
lease period is 3-10 years and are renewable by mutual consent on agreed upon terms.
Lease liabilities
Maturity analysis - contractual undiscounted cash ows
Not later than one year 876.66 421.65
Later than one year and not later than ve years 3,683.32 27.31
More than ve years 4,466.70 -
The depreciation charge for right of use assets, interest expenses on lease liabilities, expenses relating to short term leases and low-value assets and
current and non-current classication of lease liability are included in note 24, 23, 25 and 12 respectively. Cash ows on payment of lease liabilities
including interest on lease liabilities are disclosed in the consolidated cash ow statements.
34 Commitment and Contingencies
A) Contingent Liabilities
In respect of all the matters mentioned below, based on the legal advice obtained, the management is of the view that the claims are not tenable and the
same can be successfully contested. Hence, no provision has been considered necessary in the consolidated nancial statements.
In respect of CENVAT and service tax matters 0.88 0.88
In respect of income tax matters 67.78 67.78
In respect of property tax matters 32.40 32.40
In respect of sales tax matters * 1,198.86 1,199.96
In respect of labour law disputes 7.67 7.67
In respect of property matters 6.09 6.09
*excludes penalty of INR 563.41 Lakhs (31 March 2022: 563.41 Lakhs)
The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities are dependent on the outcome of various legal
proceedings and therefore, cannot be predicted accurately.
The Supreme Court had passed judgement on 28 February 2019 that all allowances paid to employees are to be considered for the purposes of PF wage
determination. There are numerous interpretative issues relating to the above judgement. As a matter of prudence, the Group has made a provision on a
prospective basis from the date of the Supreme court order. The Group will update its provision, on receiving further clarity on the subject.
B) Commitments
a) Capital commitments not provided for 5,596.47 3,122.90
31 March 2023 31 March 2022
35 Related Party Transactions
35.1 List of related parties and nature of relationship
1) Where control exists
a) Ultimate holding company ZF Friedrichshafen AG
b) Holding company WABCO Asia Private Limited, Singapore
c) Associate of holding company ZF International UK Limited, United kingdom
d) Wholly owned Subsidiary company ZF CV Control Systems Manufacturing India Private Limited
2) Related parties with whom transactions have taken place during the year
Ultimate holding company
ZF Friedrichshafen AG
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
187
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Holding company
WABCO Asia Private Limited, Singapore
Fellow Subsidiary companies
Guang Dong WABCO Fuwa Vehicle Brakes Co Limited
WABCO (Thailand) Limited
WABCO Automotive South Africa
WABCO Compressor Manufacturing Co. USA
WABCO Europe Neunkirchen
WABCO Holdings Inc., USA
WABCO IP Holdings LLC, USA
WABCO Korea Ltd, Korea
WABCO Middle East and Africa FZCO, Dubai
WABCO Radbremsen GmbH, Germany
WABCO Reman Solutions
WABCO USA LLC, USA (formerly Meritor WABCO Vehicle Control Systems, USA)
WABCO Vehicle Control Systems, Poland
WABCO Vostok LLC, Russia
ZF (Shanghai) Management Co.,
ZF Active Safety and Electronics US LLC, USA
ZF Automotive Brasil LTDA, Brazil
ZF Automotive Systems (Shanghai) Co Ltd., China
ZF Commercial Vehicle Systems (Jinan) Co., Ltd., China (formerly Shandong WABCO Automotive Products Co. Ltd, China)
ZF Commercial Vehicle Systems (Qingdao) Co., Ltd., China (formerly WABCO China Co. Ltd, China)
ZF CV Distribution Germany GmbH & Co. KG, Germany (formerly WABCO Vertriebs, GmbH & Co., Germany)
ZF CV Logistics Germany GmbH, Germany (formerly WABCO Logistik GmbH, Germany)
ZF CV Solutions Japan, Inc., Japan (formerly known as WABCO Japan Inc., Japan)
ZF CV Systems Brasil Ltda, Brazil (formerly WABCO do Brasil Industria e Comercio de Freios Ltda, Brazil)
ZF CV Systems Europe BV, Belgium (formerly WABCO Europe BVBA, Belgium)
ZF CV Systems Global GmbH, Switzerland (formerly WABCO Global GmbH, Switzerland)
ZF CV Systems Hannover GmbH, Germany (formerly WABCO GmbH, Germany)
ZF CV Systems North America LLC, USA (formerly known as WABCO North America LLC, USA)
ZF CV Systems Poland Sp. z o.o., Poland (formerly WABCO Polska Sp. z o.o. Poland)
ZF CVS Turkey Fren Sistemleri (formerly known as WABCO Arac Kontrol Sis.Des.Paz.Ltd.)
ZF Digital Solutions India Private Limited (formerly WABCO Digital Solutions Private Limited)
ZF Do Brasil LTDA, Brazil
ZF India Private Limited
ZF Rane Automotive India Private Limited
Others
Trichur Sundaram Santhanam & Family Private Limited
TVS Automobile Solutions Private Limited
TVS Mobility Private Limited
WABCO Foundation
WABCO India Limited Employees’ Provident Fund Trust
Key Management Personnel
Mr. P Kaniappan - Managing Director
Mr. R S Raja Gopal Sastry - Chief Financial Ofcer
Mrs. M Muthulakshmi, Company Secretary
Dr. Christian Brenneke - Non-executive Director
Mr. Philippe Colpron - Non-executive Director
Mr. M Lakshminarayan - Chairman and independendent Director
Dr. Lakshmi Venu- Independent Director
Mr. Mahesh Chhabria- Independent Director
Mr. Alexander De Bock - Non-executive Director (upto 30 March 2023)
Notes to the Consolidated nancial statements for the year ended 31 March 2023
188
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
Sl
No
Nature of transactions Name of the company
Fellow subsidiaries/
Others
Key management
personnel
Year ended Year ended
31 March
2023
31 March
2022
31 March
2023
31 March
2022
1.a Purchase of goods, net Guang Dong WABCO Fuwa Vehicle Brakes Co Limited 16.61 0.82 - -
WABCO (Thailand) Limited 6.47 - - -
WABCO Compressor Manufacturing Co. USA 64.97 30.99 - -
WABCO Korea Ltd, Korea 0.60 - - -
WABCO USA LLC, USA - 0.67 - -
WABCO Vehicle Control Systems, Poland - 4.15 - -
ZF (Shanghai) Management Co., 10.46 52.36 - -
ZF Active Safety and Electronics US LLC 1.88 - - -
ZF Automotive Brasil LTDA 68.49 -
ZF Automotive Systems (Shanghai) Co Ltd. 0.50 - - -
ZF Commercial Vehicle Systems (Qingdao) Co., Ltd., China 1,836.16 1,283.56 - -
ZF CV Distribution Germany GmbH & Co. KG, Germany 1,731.38 4,375.01 - -
ZF CV Systems Brasil Ltda, Brazil 121.80 115.83 - -
ZF CV Systems Global GmbH, Switzerland 4,844.00 1,942.74 - -
ZF CV Systems Hannover GmbH, Germany 1.47 2.60 - -
ZF CV Systems North America LLC, USA 0.59 2.57 - -
ZF CV Systems Poland Sp. z o.o., Poland - - - -
ZF Digital Solutions India Private Limited 1.16 -
ZF Friedrichshafen AG 1,634.63 2,658.73 - -
ZF India Private Limited 20.55 84.13 - -
ZF Rane Automotive India Private Limited 20.34 - - -
1.b Purchase of Property, Plant and
Equipment
ZF CV Distribution Germany GmbH & Co. KG, Germany - 274.31 - -
ZF CV Systems Global GmbH, Switzerland 238.33 - - -
ZF CV Systems Hannover GmbH, Germany 23.47 159.03
ZF CV Systems Poland Sp. z o.o., Poland 5.73 -
ZF India Private Limited - 1,077.39 - -
2 Services received
Royalty WABCO IP Holdings LLC, USA 153.86 137.71 - -
Royalty ZF CV Systems Europe BV, Belgium 8,737.55 5,807.78 - -
Information Technology
Support Services
ZF CV Systems Europe BV, Belgium 1,027.22 1,260.00 - -
Information Technology
Support Services
ZF Friedrichshafen AG 750.00 - - -
3 Sale of products, net Guang Dong WABCO Fuwa Vehicle Brakes Co Limited 94.10 - - -
Trichur Sundaram Santhanam & Family Private Limited 2,312.14 854.40 - -
TVS Automobile Solutions Private Limited 1,184.68 660.47 - -
TVS Mobility Private Limited 735.89 197.52 - -
WABCO (Thailand) Limited 658.71 421.08 - -
35.2 Related party transactions
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
189
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Sl
No
Nature of transactions Name of the company
Fellow subsidiaries/
Others
Key management
personnel
Year ended Year ended
31 March
2023
31 March
2022
31 March
2023
31 March
2022
WABCO Asia Private Limited, Singapore 571.70 404.92 - -
WABCO Automotive South Africa 0.24 6.16 - -
WABCO Compressor Manufacturing Co. USA 6,406.47 4,696.35 - -
WABCO Korea Ltd, Korea 176.68 208.27 - -
WABCO Middle East and Africa FZCO, Dubai 550.52 587.29 - -
WABCO Reman Solutions 108.94 386.61 - -
WABCO USA LLC, USA 18,063.66 14,614.13 - -
WABCO Vostok LLC, Russia - 173.93 - -
ZF (Shanghai) Management Co., 46.01 - - -
ZF Automotive Brasil LTDA 519.66 - - -
ZF Commercial Vehicle Systems (Qingdao) Co., Ltd., China 3,001.48 1,374.40 - -
ZF CV Logistics Germany GmbH, Germany 0.10 2,676.23 - -
ZF CV Solutions Japan, Inc., Japan 1,780.69 1,750.72 - -
ZF CV Systems Brasil Ltda, Brazil 667.04 1,551.80 - -
ZF CV Systems Europe BV, Belgium 718.34 26,215.85 - -
ZF CV Systems Global GmbH, Switzerland 37,564.17 13,729.87 - -
ZF CV Systems Hannover GmbH, Germany 0.08 412.74 - -
ZF CV Systems North America LLC, USA 15,524.44 12,917.36 - -
ZF CV Systems Poland Sp. z o.o., Poland - 66.33 - -
ZF CVS Turkey Fren Sistemleri 18.87 14.81 - -
ZF Digital Solutions India Private Limited 0.08 7.70 - -
ZF Do Brasil LTDA 88.00 - - -
ZF India Private Limited 2.63 31.74 - -
4
Sale of scrips ZF Rane Automotive India Private Limited 639.91 - - -
5 Rendering of Services
Business Support Services ZF CV Systems Europe BV, Belgium - 1,223.24 - -
Business Support Services ZF CV Systems Global GmbH, Switzerland 5,640.41 4,365.79 - -
Business Support Services ZF Digital Solutions India Private Limited 141.20 29.95 - -
Business Support Services ZF India Private Limited 33.30 - - -
Research and development
services
ZF CV Systems Europe BV, Belgium - 490.97 - -
Research and development
services
ZF CV Systems Global GmbH, Switzerland 3,328.00 2,154.79 - -
Software services ZF CV Systems Global GmbH, Switzerland 17,303.42 9,236.43 - -
Software services ZF CV Systems Europe BV, Belgium - 2,298.95 - -
Other services WABCO (Thailand) Limited 6.48 4.65 - -
6 Receivables / (Advances
received)
Guang Dong WABCO Fuwa Vehicle Brakes Co Limited 98.32 4.14 - -
Trichur Sundaram Santhanam & Family Private Limited 320.76 503.11 - -
TVS Mobility Private Limited 96.37 188.59 - -
TVS Automobile Solutions Private Limited 149.90 205.89 - -
WABCO (Thailand) Limited 94.56 77.70 - -
Notes to the Consolidated nancial statements for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
190
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Sl
No
Nature of transactions Name of the company
Fellow subsidiaries/
Others
Key management
personnel
Year ended Year ended
31 March
2023
31 March
2022
31 March
2023
31 March
2022
WABCO Asia Private Limited, Singapore 72.54 62.77 - -
WABCO Automotive South Africa - - - -
WABCO Compressor Manufacturing Co. USA 1,129.51 1,233.20 - -
WABCO Holdings Inc., USA 19.84 - - -
WABCO Korea Ltd, Korea 30.57 43.21 - -
WABCO Middle East and Africa FZCO, Dubai 95.92 80.12 - -
WABCO Reman Solutions - 30.71 - -
WABCO USA LLC, USA 5,108.78 3,882.08 - -
ZF (Shanghai) Management Co., 153.21 - - -
ZF Automotive Brasil LTDA 446.69 - - -
ZF Commercial Vehicle Systems (Jinan) Co., Ltd., China - 42.32 - -
ZF Commercial Vehicle Systems (Qingdao) Co., Ltd., China 492.51 535.57 - -
ZF CV Logistics Germany GmbH, Germany - 108.23 - -
ZF CV Solutions Japan, Inc., Japan 357.31 403.71 - -
ZF CV Systems Brasil Ltda, Brazil - 441.40 - -
ZF CV Systems Europe BV, Belgium 184.01 (10.89) - -
ZF CV Systems Global GmbH, Switzerland 11,975.02 13,615.82 - -
ZF CV Systems Hannover GmbH, Germany - 87.24 - -
ZF CV Systems North America LLC, USA 2,582.87 3,930.05 - -
ZF CV Systems Poland Sp. z o.o., Poland 2.17 32.51 - -
ZF CVS Turkey Fren Sistemleri 4.85 14.40 - -
ZF Digital Solutions India Private Limited 104.27 37.88 - -
ZF Do Brasil LTDA 88.64 - - -
ZF India Private Limited
31.30 7.54 - -
7 Payables / (Advances paid) Guang Dong WABCO Fuwa Vehicle Brakes Co Limited 5.47 1.96 - -
WABCO (Thailand) Limited 1.28 1.18 - -
WABCO Compressor Manufacturing Co. USA 12.49 1.17 - -
WABCO India Limited Employees’ Provident Fund Trust - 230.28 - -
WABCO IP Holdings LLC, USA 414.57 260.71 - -
WABCO Korea Ltd, Korea 0.60 1.33 - -
WABCO Radbremsen GmbH, Germany (0.17) (0.16) - -
WABCO USA LLC, USA (0.67) (0.73) - -
WABCO Vehicle Control Systems, Poland (12.91) (12.55) - -
ZF (Shanghai) Management Co., 212.01 18.69 - -
ZF Commercial Vehicle Systems (Jinan) Co., Ltd., China 18.66 17.51 - -
ZF Commercial Vehicle Systems (Qingdao) Co., Ltd., China 1,382.77 597.28 - -
ZF CV Distribution Germany GmbH & Co. KG, Germany 418.52 332.11 - -
ZF CV Systems Brasil Ltda, Brazil 82.38 (3.87) - -
ZF CV Systems Europe BV, Belgium 2,304.62 2,944.10 - -
ZF CV Systems Global GmbH, Switzerland 2,781.76 754.80 - -
ZF CV Systems Hannover GmbH, Germany - 2.00 - -
ZF CV Systems North America LLC, USA 2.91 2.14 - -
ZF Active Safety and Electronics US LLC 1.86 - - -
ZF Automotive Brasil LTDA 30.77 - - -
Notes to the Consolidated nancial statements for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
191
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Sl
No
Nature of transactions Name of the company
Fellow subsidiaries/
Others
Key management
personnel
Year ended Year ended
31 March
2023
31 March
2022
31 March
2023
31 March
2022
ZF Automotive Systems (Shanghai) Co Ltd. 0.50 - - -
ZF Rane Automotive India Private Limited 20.34 - - -
ZF Digital Solutions India Private Limited - - - -
ZF Friedrichshafen AG 827.97 292.39 - -
ZF India Private Limited 5.41 126.72 - -
8 Remuneration to Key
managerial personnel (including
commission to independent
directors)
Salaries and Allowances - - 378.62 349.29
Contribution to provident and other funds - - 20.13 19.99
Incentive - - 445.04 255.45
Commission and sitting fees - - 79.00 68.60
9 Reimbursement of expenses
paid / (received)
ZF CV Systems Hannover GmbH, Germany - 0.39 - -
WABCO Holdings Inc., USA (19.90) -
ZF Digital Solutions India Private Limited - 0.73 - -
10 Contribution to fund WABCO India Limited Employees’ Provident Fund Trust 512.51 3,107.77 - -
11 Contribution towards CSR
expenditure
WABCO Foundation - 274.68 - -
Note: The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benets, as they are determined
on an actuarial basis for the Group as a whole.
Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances
at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party
receivables or payables.
36 Segment information
The Group primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and manufacture
of products. The board of directors of the Group, which has been identied as being the chief operating decision maker (CODM), evaluates the Group's
performance, allocate resources based on the analysis of the various performance indicator of the Group as a single unit. Therefore, there is no
reportable segment for the Group as per the requirement of Ind AS 108 “Operating Segments”.
The following are the information relating to geographical segment:
Year ended 31 March 2023
India Others Total
Sale of Products 201,763.06 110,903.45 312,666.51
Sale/rendering of services 2,506.72 26,447.21 28,953.93
Others 2,804.09 - 2,804.09
Revenue from operations 207,073.87 137,350.66 344,424.53
Non-current assets * 70,343.16 - 70,343.16
Notes to the Consolidated nancial statements for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
192
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Year ended 31 March 2022
India Others Total
Sale of Products 135,301.82 95,632.61 230,934.43
Sale/rendering of services 1,476.31 19,791.72 21,268.03
Others 2,132.93 - 2,132.93
Revenue from operations
138,911.06 115,424.33 254,335.39
Non-current assets * 59,832.51 - 59,832.51
Other disclosures
* Non-current assets for this purpose consists of property, plant and equipment, right of use assets, intangible assets, capital work in progress and other
non current assets.
Information about major customer
Revenue from major customers contributing more than 10% of sale of products amounted to INR 139,683.50 lakhs (31 March 2022: INR 90,044.43
lakhs), arising from sales of products and rendering of services.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
37 Fair value
The following table provides the fair value measurement hierarchy of the Group's assets and liabilities:
Quantitative disclosures fair value measurement hierarchy for assets as at 31 March 2023:
Particulars Fair Value Measurement using
Total Level 1 Level 2 Level 3
Asset measured at fair value:
FVTPL nancial investments:
Unquoted Mutual Funds 10,013.88 10,013.88 - -
Quantitative disclosures fair value measurement hierarchy for assets as at 31 March 2022:
Particulars Fair Value Measurement using
Total Level 1 Level 2 Level 3
Asset measured at fair value:
FVTPL nancial investments:
Unquoted Mutual Funds 39,810.73 39,810.73 - -
There have been no transfers between Level 1 and Level 2 during the year
All other nancial liabilities & assets are carried at amortized cost and their carrying value approximates fair value.
38 Financial risk management objectives and policies
The Group's principal nancial liabilities, include trade and other payables. The Group has various nancial assets such as trade receivables and cash
and short-term deposits, which arise directly from its operations. The Group also holds FVTPL investments.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s
senior management ensures that the Group's nancial risk activities are governed by appropriate policies and procedures and that nancial risks are
identied, measured and managed in accordance with the Group's policies and risk objectives. It is the Group’s policy that no trading in derivatives for
speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised
below.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Market Risk
Market risk is the risk that the fair value of future cash ows of a nancial instrument will uctuate because of changes in market prices. Market risk
comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk
include loans, deposits and FVTPL investments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash ows of a nancial instrument will uctuate because of changes in market interest rates. The
Group’s investments are primarily in xed rate interest bearing investments. Also, the Group has no borrowings and hence not exposed to interest rate
risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash ows of an exposure will uctuate because of changes in foreign exchange rates. The
Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is
denominated in a foreign currency).
The majority of the Group’s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and EURO. The following table
demonstrates the sensitivity to 5% change in USD and EURO exchange rates on foreign currency exposures as at the year end, with all other variables
held constant. The Group’s exposure to foreign currency changes for all other currencies is not material.
31 March 2023 31 March 2022
5% increase 5% decrease 5% increase 5% decrease
Impact of change in USD rates
Trade receivables 519.73 (519.73) 531.87 (531.87)
Payables 62.99 (62.99) 13.97 (13.97)
Cash and cash equivalents 41.12 (41.12) 41.19 (41.19)
Impact of change in EURO rates
Trade receivables 690.45 (690.45) 724.82 (724.82)
Payables 293.19 (293.19) 85.56 (85.56)
Cash and cash equivalents 80.86 (80.86) 21.69 (21.69)
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a nancial instrument or customer contract, leading to a nancial loss. The
Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its nancing activities, including deposits with banks
and nancial institutions, foreign exchange transactions and other nancial instruments.
Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and advances. None of the nancial
instruments of the Group result in material concentrations of credit risks. Exposure to credit risk - The carrying amount of nancial assets represents
the maximum Credit exposure. The maximum exposure to credit risk was 204,724.80 lakhs as at 31 March 2023 and 175,375.51 lakhs as at 31 March
2022, being the total of the carrying amount of balances with banks, deposits with banks, trade receivables and other nancial assets. As at 31 March
2023, 78% of the total dues was receivable from top 10 customers (as at 31 March 2022 - 78%). These receivables are from customers whose credit
rating is above the average. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Group’s treasury
department. The objective is to minimise the concentration of risks by investing in safer investments of high pedigree.
Liquidity risk
Liquidity risk refers to the risk that the Group cannot meet its nancial obligations. The objective of liquidity risk management is to maintain sufcient
liquidity and ensure funds are available for use as per requirements. The Group's prime source of liquidity is cash and cash equivalents and the cash
generated from operations. The Group has no outstanding bank borrowings. The Group invests its surplus funds in bank, xed deposit and mutual
funds, which carry minimal mark to market risks. The table below summarises the maturity prole of the Group’s nancial liabilities based on contractual
undiscounted payments.
Notes to the Consolidated nancial statements for the year ended 31 March 2023
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
194
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
39 Capital management
For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to
the equity shareholders. The primary objective of the Group’s capital management is to maximise the shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure,
the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
31 March 2023 31 March 2022
Trade payables 35,997.27 34,620.41
Other payables 25,329.01 17,639.53
Less: Cash and cash equivalents and current investments (18,662.15) (48,735.36)
Net debt 42,664.13 3,524.58
Shareholders Equity 240,911.52 211,407.76
Gearing ratio 0.18 0.02
40 Other Statutory Information
i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami
property.
ii) The Group does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
iii) The Group has not traded or invested in Crypto currency or virtual currency during the nancial year.
iv) The Group has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) to
any other person(s) or entity(ies), including foreign entities ('intermediaries') with the understanding (whether recorded in writing or otherwise) that
the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identied in any manner whatsoever by or on behalf of the Group ('Ultimate
Beneciaries') or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneciaries.
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
Contractual cashows
Carrying
amount
Less than
1 year
1 to 2 Years 2 to 5 Years > 5 years Total
As at 31 March 2023
Trade payables 35,997.27 35,997.27 - - - 35,997.27
Lease liabilities 6,534.51 876.66 846.88 2,836.44 4,466.70 9,026.68
Other nancial liabilities 7,895.38 7,895.38 - - - 7,895.38
50,427.16 44,769.31 846.88 2,836.44 4,466.70 52,919.33
As at 31 March 2022
Trade payables 34,620.41 34,620.41 - - - 34,620.41
Lease liabilities 388.63 421.65 27.31 - - 448.96
Other nancial liabilities 4,853.38 4,853.38 - - - 4,853.38
39,862.42 39,895.44 27.31 - - 39,922.75
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ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
v) The Group has not received any fund from any person(s) or entity(ies), including foreign entities ('Funding Party') with the understanding (whether
recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identied in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneciaries) or
(b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneciaries.
vi) The Group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
vii) The Group has no transactions with struck off companies during the year.
viii) The Group has not been declared as wilful defaulter by any bank or nancial institution or government or any government authority.
ix) The Group has complied with the number of layers prescribed under the Companies Act, 2013.
x) The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous nancial year
xi) The Group has not taken borrowings from banks and nancial institutions on the basis of security of current assets.
41 a) Group Information
Name of the Entity Principal activities Country of
incorporation
Ownership interest held
by the Group
Ownership interest held by
non-controlling interests
Subsidiary company
ZF CV Control Systems
Manufacturing India Private Limited
Manufacturing of
automobile components
India 100% Nil
b) Additional information as required by paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to
Division II of Schedule III to the Companies Act, 2013
Name of the Entity Net assets i.e. total
assets
minus total liabilities
Share in prot or loss Share in other
comprehensive income
Share in total
comprehensive income
As a % of
consolidated
assets
Amount As a % of
consolidated
prot or (loss)
Amount As a % of
consolidated
other
comprehensive
income
Amount As a % of
consolidated
total
comprehensive
income
Amount
Parent company
ZF Commercial Vehicle Control
Systems India Limited
Balance as at March 31, 2023 100.00% 240,911.68 100.00% 31,767.34 100.00% 12.69 31,780.03
Balance as at March 31, 2022 100.00% 211,407.76 100.00% 14,207.44 100.00% (353.58) 100.00% 13,853.86
Subsidiary company
ZF CV Control Systems Manufacturing
India Private Limited
Balance as at March 31, 2023 0.04% 101.60 0.01% 1.60 0.00% - 0.01% 1.60
Balance as at March 31, 2022 0.05% 100.00 - - - - - -
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
196
ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED
Notes to the Consolidated nancial statements for the year ended 31 March 2023
Less: Effect of intercompany
eliminations / adjustments
Balance as at March 31, 2023 -0.04% (101.76) -0.01% (1.76) 0.00% - -0.01% (1.76)
Balance as at March 31, 2022 -0.05% (100.00) - - - - - -
Total
Balance as at March 31, 2023 100.00% 240,911.52 100.00% 31,767.18 100.00% 12.69 0.00% 31,779.87
Balance as at March 31, 2022 100.00% 211,407.76 100.00% 14,207.44 100.00% (353.58) 100.00% 13,853.86
42 Events after the reporting period of the Holding Company
The Board of the Holding Company has proposed a nal dividend of 260% (INR 13 per share of the face value of INR 5 each) for the year 2022-23 subject
to the approval of the members at the ensuing Annual General Meeting.
Signicant accounting policies (note 2.2)
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
For and on behalf of the board of directors of As per our report of even date
ZF COMMERICAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP
(formerly known as WABCO INDIA LIMITED) Chartered Accountants
Firm's Registration no. 101248W/W-100022
M LAKSHMINARAYAN P KANIAPPAN
Chairman and Director Managing Director
DIN:00064750 DIN:02696192
K SUDHAKAR
M MUTHULAKSHMI R S RAJA GOPAL SASTRY Partner
Company Secretary Chief Financial Ofcer Membership no.: 214150
Place: Chennai Place: Chennai
Date: 24 May 2023 Date: 24 May 2023
ZF Commercial Vehicle Control Systems India Limited
19
th
Annual Report 2023
