Directors Report of Siemens Ltd.
Sep 30, 2023
The Directors have pleasure in presenting the 66th Annual Report of your Company and the Audited Financial Statements for the financial year ended 30th September 2023.
|
(Rs. in Millions) |
||
|
Standalone |
||
|
2022-23 |
2021-22 |
|
|
Turnover |
179,651 |
152,558 |
|
Less: Expenses |
159,484 |
138,435 |
|
Profit from operations before other income and finance costs |
20,167 |
14,123 |
|
Add: Other Income |
5,487 |
3,161 |
|
Less: Finance costs |
203 |
341 |
|
Add: Gain from sale of discontinued operations |
- |
3,559 |
|
Profit before tax |
25,451 |
20,502 |
|
Less: Tax |
6,338 |
5,194 |
|
Profit for the year |
19,113 |
15,308 |
|
Other Comprehensive income / (loss) |
(1,118) |
(22) |
|
Balance in the Statement of Profit and Loss brought forward |
81,489 |
69,052 |
|
Amount available for appropriation |
99,484 |
84,338 |
|
Appropriations: |
||
|
Dividend on equity shares |
3,561 |
2,849 |
|
Balance in the Statement of Profit and Loss carried forward |
95,923 |
81,489 |
|
*Total operations of the Company |
||
2. State of the Company''s affairs
i. Operations
The Turnover of the Company was '' 179,651 million for the year ended 30th September 2023 as compared to '' 152,558 million in the previous year. The Company''s Profit from Operations for the year ended 30th September 2023 was '' 20,167 million as compared to '' 14,123 million in the previous year. The Profit after Tax for the year ended 30th September 2023 was '' 19,113 million as compared to '' 15,308 million during 30th September 2022.
For FY 2023, the Company received new orders valued at '' 463,829 million (133.7% increase) over '' 198,509 million in FY 2022. During FY 2023, the Company received an order for 1,200 locomotives of 9,000 horsepower (HP) from Indian Railways, marking the single largest order in the history of Siemens Limited. The contract has a total value of approximately '' 260 billion, excluding taxes and price variation.
The above data is considering total operations of the Company.
ii. Acquisition of Electric Vehicle division of Mass-Tech Controls Private Limited
In a step to address the fast-growing demand for electric vehicle (EV) charging infrastructure in India, the Company, on 1st July 2023, acquired the EV division of Mumbai-based Mass-Tech Controls Private Limited. The division is engaged in design, engineering and manufacturing of a wide range of AC chargers, and 30 to 300kW capacity DC chargers for various end applications for EVs. The purchase consideration was '' 380 million on a cash free and debt free basis and subject to other adjustments that are mutually agreed between the parties to the transaction.
The Board of Directors has recommended a dividend of '' 10 per equity share having face value of '' 2 each for FY 2022-23. In the previous year, the Company paid a Dividend of '' 10 per equity share having face value of '' 2 each.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''LODR''), the Dividend Distribution Policy of the Company is available on the Company''s website at https://new.siemens.com/in/en/company/investor-relations.html
During the year under review, there was no change in share capital of the Company.
Siemens Rail Automation Private Limited (''SRAPL''), a wholly-owned subsidiary of the Company, is engaged in the business of manufacture, supply, design, installation and commissioning of railway signaling equipment consisting of trackside and on board equipment.
C&S Electric Limited (C&S) is a subsidiary of the Company wherein the Company holds 99.22% equity stake of C&S. C&S is engaged in the business of manufacturing and distribution of low-voltage products and systems business (such as switchboards, power distribution products, control products, protection relays), measurement devices, busduct and busbar trunking.
SRAPL and C&S are non-material and unlisted subsidiaries of the Company pursuant to LODR. The Company has not made any equity investment in SRAPL and C&S during FY 2022-23.
A summary of performance of aforesaid subsidiaries is provided below:
The turnover of SRAPL for FY 2022-23 stood at '' 2,107 million (1.08% of consolidated turnover of the Company) as compared to '' 1,604 million in the previous year and its Profit from Operations for the year ended 30th September 2023 was '' 633 million as compared to '' 504 million in the previous year.
SRAPL has reported Profit after Tax for the year ended 30th September 2023 of '' 584 million as compared to '' 434 million during FY 2021-22. The Board of Directors of SRAPL has recommended a dividend of '' 8,995 per equity share having face value of '' 10 each, for the financial year ended 30th September 2023. In previous year, SRAPL paid final dividend of '' 10,020 per equity share having face value of '' 10 each and interim dividend of '' 4,075 per equity share having face value of '' 10 each.
The turnover of C&S for FY 2022-23 stood at '' 15,036 million (7.69% of consolidated turnover of the Company) as compared '' 12,198 million for the year ended 30th September 2022 and its Profit from Operations for the year ended 30th September, 2023 was '' 1,544 million as compared to '' 179 million for the previous year.
C&S has reported Profit after Tax for the year ended 30th September 2023 of '' 1,218 million as compared to '' 163 million during its previous financial year. The Board of Directors of C&S has recommended final dividend of '' 20 per equity share having face value of '' 10 each. In previous year, C&S paid dividend of '' 3 per equity shares having face value of '' 10 each.
(ii) Associate Company
Sunsole Renewables Private Limited (''Sunsole''), Associate company of the Company, is engaged in the construction, operation and maintenance of a solar power plant to supply, on a captive basis, the power generated from the said solar power plant to the Company. A summary of its performance is as under.
The turnover of Sunsole for the year ended 30th September 2023 was '' 24 million (0.01% of consolidated turnover of the Company) as compared '' 3 million for the period from 28th February 2022 to 30th September 2022 and its Loss for the year ended 30th September 2023 was '' 5 million as compared to '' 0.88 million for the period from 28th February 2022 to 30th September 2022.
(iii) The Company does not have any joint venture during the year.
The Company has obtained a certificate from the Statutory Auditor certifying that the Company is in compliance with the Foreign Exchange Management Act, 1999 and the Rules & Regulations framed thereunder with respect to downstream investment.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing salient features of Financial Statements of SRAPL, C&S and Sunsole in the prescribed Form AOC-1 is provided in Annexure I forming part of this Report. The Financial Statements of subsidiaries are available on the Company''s website at https://new.siemens.com/in/en/company/investor-relations/financials-of-our-subsidiaries.html and the same are also available for inspection as per the details mentioned in the Notice of 66th AGM. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the Report of Auditors'' thereon forms part of this Annual Report.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure II forming part of this Report.
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as Annexure III.
Pursuant to the requirements of LODR, a detailed report on Corporate Governance along with the Auditor''s Certificate thereon forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure V.
8. Directors and Key Managerial Personnel
Following are the changes in composition of the Board of Directors and Key Managerial Personnel of the Company during FY 2022-23:
- Mr. Deepak S. Parekh, Chairman (DIN: 00009078) completed his second term as an Independent Director of the Company on 29th January 2023. Considering his expertise, contributions and rich and varied experience, he has been appointed as Director (Non-executive Non-independent, liable to retire by rotation) of the Company with effect from 30th January 2023.
- Mr. Shyamak R. Tata (DIN: 07297729) was appointed as an Independent Director of the Company for a term of five years, with effect from 30th January 2023.
- Mr. Anami Roy (DIN: 01361110) was appointed as an Independent Director of the Company for a term of five years, with effect from 1st May 2023.
- Dr. Juergen Wagner (DIN: 10101116) was appointed as a Director (Non-executive Non-independent Director) of the Company with effect from 1st May 2023.
The Members of the Company have approved aforementioned appointments of Mr. Parekh, Mr. Tata. Mr. Roy and Dr. Wagner by way of postal ballot.
- Mr. Mehernosh B. Kapadia (DIN: 00046612) ceased to be Independent Director of the Company with effect from 2nd May 2023, upon completion of his term.
- Mr. Johannes Apitzsch (DIN: 05259354) resigned as Director of the Company with effect from 1st January 2023, due to his other commitments.
- Mr. Willem Rudolf Basson (DIN: 09081871) resigned as a Director of the Company with effect from 1st May 2023 due to his other commitments.
The Board places on record its appreciation for the valuable contributions made by Mr. Kapadia, Mr. Apitzsch and Mr. Basson during their respective tenure as a Director of the Company.
- Mr. Sunil Mathur (DIN:02261944) was re-appointed as the Managing Director (''MD'') and Chief Executive Officer (''CEO'') of the Company for a further period of five years with effect from 1st January 2024.
- Dr. Daniel Spindler (DIN: 08533833) was re-appointed as the Executive Director (''ED'') and Chief Financial Officer (''CFO'') of the Company for a further period of one year with effect from 1st August 2023.
The Members of the Company have approved aforementioned re-appointments of Mr. Mathur and Dr. Spindler by way of postal ballot during FY 2023.
Dr. Spindler, to pursue career opportunities in Siemens AG:
- does not seek re-appointment as a Director of the Company at 66th AGM upon retirement by rotation and would cease to be a Director as well as Executive Director of the Company on conclusion of ensuing 66th AGM.
- has resigned as CFO of the Company with effect from close of business hours on 29th February 2024.
Based on recommendation of the Nomination and Remuneration Committee and the Audit Committee of the Company, the Board has approved and recommended appointment of Mr. Wolfgang Wrumnig as under:
- as Director (Non-executive Non-independent) of the Company with effect from 14th February 2024 or on allotment of Director Identification Number (by the Ministry of Corporate Affairs, Government of India), whichever is later; and
- as Executive Director (''ED'') and Chief Financial Officer (''CFO'') (''Key Managerial Personnel) of the Company for a period of 5 (five) years, from 1st March 2024 to 28th February 2029.
The terms and conditions of the appointment including remuneration of Mr. Wrumnig as ED and CFO are subject to the approval of the Members of the Company at ensuing 66th AGM and other statutory / regulatory approvals, as may be required in this regard. The resolutions for appointment of Mr. Wrumnig along with his brief profile forms part of the Notice of 66th AGM and the same are recommended for Member''s approval.
The Independent Directors of the Company viz. Mr. Shyamak R. Tata, Mr. Anami Roy and Ms. Sindhu Gangadharan (DIN: 08572868) have furnished declarations to the Company under Section 149(7) of the Act, confirming that they meet the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR and that their names have been included in the data bank of Independent Directors as prescribed under the Act.
The Board of Directors is of the opinion that Independent Directors possess necessary expertise, integrity and experience.
Mr. Sunil Mathur, MD and CEO, Dr. Daniel Spindler, ED and CFO and Mr. Ketan Thaker, Company Secretary (ACS No.: 16250) are the Key Managerial Personnel of the Company as on the date of this Report.
During FY 2022-23, five meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on Corporate Governance annexed hereto.
10. Annual evaluation of Board, its Committees and individual Directors
The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the report on the Corporate Governance forming part of this Report.
The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and LODR. The details relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2022-23, the recommendations of Audit Committee were duly accepted by the Board.
12. Corporate Social Responsibility
As a technology company, Siemens is driven by the aspiration to address the world''s most profound challenges by leveraging the convergence of digitalization and sustainability. We take the lead and transform the everyday for billions of people by creating technology with purpose, that provide answers for a better future and creates value for all our stakeholders. The Company considers it as its economic, environmental and social responsibility to foster sustainable local development as well as add value to the local economy in which it operates.
At Siemens Limited, our commitment is to improve quality of life and create lasting value for the society. Based on the UN Sustainable Development Goals and our core competencies, the Company has defined 3 strategic focus areas for its Corporate Social Responsibility ("CSR"): Education, Social and Environment. Our CSR activities are long-term projects that are designed to create sustainable value to society by focusing on strengthening the skilling ecosystem, promotion of innovations that sustain the environment and enhance living conditions.
In accordance with the provisions of Section 135 of the Act and Rules framed thereunder, the Company has a CSR Committee comprising Mr. Deepak S. Parekh (Chairman) (DIN: 00009078), Ms. Sindhu Gangadharan, Independent Director (DIN: 08572868), Dr. Juergen Wagner (DIN:10101116), Mr. Sunil Mathur (DIN: 02261944) and Dr. Daniel Spindler (DIN: 08533833). The changes in composition of CSR Committee are mentioned in the CSR Report for FY 2022-23. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis.
The Company implements the CSR projects directly as well as through implementing partners. The details of such initiatives, CSR spend etc., have been provided as Annexure VI to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
On recommendation of NRC, the Company has formulated, amongst others, a policy on Directors'' appointment as well as Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. The details of the Remuneration policy are mentioned in the report on the Corporate Governance and the same is also placed on the Company''s website at https://new.siemens.com/in/en/company/investor-relations.html
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure VII forming part of this Report.
As per the provisions of Section 177(9) of the Act and Regulation 22 of LODR, the Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns. The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers ("the Whistleblower Policy") in place and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. The Company has disclosed information about the establishment of the Whistleblower Policy on its website https://new.siemens.com/in/en/ company/investor-relations/business-ethics.html
Siemens Enterprise Risk Management (ERM) is a company-wide framework of methods and processes used to identify, assess, monitor and mitigate risks and seize opportunities related to achievement of Siemens business objectives. The Siemens ERM approach is based on the globally accepted "The Committee of Sponsoring Organizations of the Treadway Commission" ("COSO") framework i.e. "ERM - Integrated Framework". The COSO framework provides a generic concept which has been customized to reflect Company''s requirements.
Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigating actions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements of LODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management''s Discussion and Analysis, which forms part of this Report.
16. Directors'' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors confirm that, to the best of their knowledge and belief:
a) that in the preparation of the Annual Financial Statements for the year ended 30th September 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September 2023 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company is hosted on website of the Company at https://new.siemens.com/in/en/company/investor-relations/annual-reports.html
18. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2, forms part of this report as Annexure VIII.
19. Particulars of Loans, Guarantees or Investments
A statement providing particulars of loans, guarantees or investments under Section 186 of the Act is provided as Annexure IX forming part of this Report.
20. Business Responsibility and Sustainability Report
In compliance with Regulation 34(2)(f) of LODR read with the SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10th May 2021, the Company has included Business Responsibility and Sustainability Report (BRSR) as a part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.
As a Green Initiative, the BRSR for FY 2022-23 has been hosted on the Company''s website, which can be accessed at https://new.siemens.com/in/en/company/investor-relations/annual-reports.html
Any Member interested in obtaining a copy of BRSR may write to the Company Secretary.
The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
22. Amount, if any, proposed to transfer to reserves
The Company has not made transfer to reserves during FY 2022-23.
The Board of Directors places on record its deep appreciation for the contribution made by the employees of the Company at all levels.
The information about employees'' particulars as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members as per the details mentioned in the Notice of 66th AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
24. Policy on Prevention of Sexual Harassment at Workplace
The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During FY 2022-23, one complaint with allegations of sexual harassment was received by the Company and the same was investigated and resolved.
i) Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) (''BSR'') were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 61st Annual General Meeting (''AGM'') held on 6th February 2019, until the conclusion of 66th AGM.
Accordingly, BSR ceases to be the Statutory Auditors of the Company on the conclusion of forthcoming 66th AGM of the Company to be held on13th February 2024.
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors of the Company have recommended appointment of Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N / N500016) (''PW'') as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of forthcoming 66th AGM until the conclusion of the 71st AGM of the Company, in place of retiring Statutory Auditors namely BSR, at a remuneration as may be agreed upon by the Board of Directors and the Auditors, subject to the approval of the Members of the Company.
A resolution seeking PW''s appointment as Statutory Auditors of the Company forms part of the Notice of 66th AGM and the same is recommended for Member''s approval.
The Auditors Report dated 28th November 2023 issued by BSR for FY 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer.
ii) Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to requirement of LODR, the Secretarial Audit Report for FY 2022-23 issued by Secretarial Auditor i.e. Messrs. Parikh Parekh & Associates (''PPA''), Practicing Company Secretaries (Unique Code No. P1987MH01000) is provided as Annexure X to this Report. The Secretarial Audit Report for FY 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer.
The remark of, BSR in its aforementioned report under para 2A(b) under ''Other Legal and Regulatory requirements'' section and that of PPA in its Secretarial Audit Report (''MR-3'') for the year ended 30th September 2023, has been dealt under Note 62 to the Standalone Financial Statements of the Company for the year ended 30th September 2023.
iii) The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), as Cost Auditors of the Company, for the Financial Year ending 30th September 2024, at a remuneration as mentioned in the Notice of 66th AGM and same is recommended for your consideration and ratification.
The Company had filed the Cost Audit Report for FY 2021-22 on 8th March 2023, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014.
As per requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records has been maintained in respect of the applicable products for the year ended 30th September 2023.
iv) There have been no instances of fraud reported by abovementioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2022-23.
26. Compliance with Secretarial Standards
During FY 2022-23, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and adopted under the Act.
27. Proceeding under Insolvency and Bankruptcy Code, 2016
The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2022-23.
28. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
The Company has not made any one-time settlement with the banks or financial institutions, therefore, the same is not applicable.
29. Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this Report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.
30. Significant and Material orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
The Board of Directors takes this opportunity to thank Siemens AG - parent company, customers, members, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and co-operation to the Company.
Sep 30, 2022
The Directors have pleasure in presenting the 65th Annual Report of your Company and the Audited Financial Statements for the year ended 30th September, 2022.
|
('' in million) |
||
|
Standalone |
||
|
2021-22 |
2020-21 |
|
|
Turnover |
152,558 |
131,045 |
|
Less: Expenses |
138,435 |
118,361 |
|
Profit from operations before other income and finance costs |
14,123 |
12,684 |
|
Add: Other Income |
3,161 |
2,190 |
|
Less: Finance costs |
341 |
196 |
|
Add: Gain from sale of discontinued operations |
3,559 |
487 |
|
Profit before tax |
20,502 |
15,165 |
|
Less: Tax |
5,194 |
4,135 |
|
Profit for the year |
15,308 |
11,030 |
|
Other Comprehensive income / (loss) |
(22) |
275 |
|
Balance in the Statement of Profit and Loss brought forward |
69,052 |
60,240 |
|
Amount available for appropriation |
84,338 |
71,545 |
|
Appropriations: |
||
|
Dividend on equity shares |
2,849 |
2,493 |
|
Balance in the Statement of Profit and Loss carried forward |
81,489 |
69,052 |
|
*Total operations of the Company |
||
2. State of the Company''s affairs
i. Operations
The Turnover of the Company was '' 152,558 million for the year ended 30th September 2022 as compared to '' 131,045 million in the previous year. The Company''s Profit from Operations for the year ended 30th September 2022 was '' 14,123 million as compared to '' 12,684 million in the previous year.
The Profit after Tax for the year ended 30th September 2022 was '' 15,308 million as compared to '' 11,030 million during 30th September 2021.
The above data is considering total operations of the Company.
ii. Sale and transfer of Large Drives Applications Business of the Company
On 1st July 2022, the Company sold and transferred its Large Drives Applications business as a going concern on a slump sale basis to Siemens Large Drives India Private Limited for a cash consideration of '' 4,400 million.
iii. Update on COVID-19
Vaccination, being the means for keeping the people healthy and safe, was driven with high focus and collaboration at Siemens. Vaccination camps were organized across the Company locations in coordination with hospitals, for employees, their families, third party, as well as contract staff. Regular engagement and monitoring enabled a quick completion of both the vaccination doses.
High vaccinated population, weekly testing and proactive optimization of work force fostered business operations to continue through the very infectious third wave.
With ebbing of COVID cases, all precautions in place and employees sensitized, the offices were opened in a calibrated manner. In due course, all Covid-19 restrictions have been gradually relaxed. Siemens showed resilience and life has steadily returned back to normalcy.
The Board of Directors has recommended a dividend of '' 10 per equity share having face value of '' 2 each for FY 2021-22, subject to the approval of the Members at the 65th Annual General Meeting. In the previous year, the Company paid a Dividend of '' 8 per equity share having face value of '' 2 each.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Dividend Distribution Policy of the Company is available on the Company''s website at https://new.siemens.com/in/en/company/investor-relations.html
During the year under review, there was no change in share capital of the Company.
Siemens Rail Automation Private Limited (''SRAPL'') is the wholly-owned subsidiary of the Company and is engaged in the business of manufacture, supply, design, installation and commissioning of Railway Signaling equipment consisting of trackside and on board equipment.
The Company also holds 99.22% equity stake in C&S Electric Limited (C&S) and is engaged in the business of manufacturing and distribution of low-voltage products and systems business (such as switchboards, power distribution products, control products, protection relays), measurement devices, busduct and busbar trunking.
SRAPL and C&S are non-material and unlisted subsidiaries of the Company pursuant to LODR. The Company has not made any equity investment in SRAPL and C&S during FY 2021-22.
A summary of performance of aforesaid subsidiaries is provided below:
The turnover of SRAPL for FY 2021-22 stood at '' 1,604 million (0.97% of consolidated turnover of the Company) as compared to '' 1,130 million in the previous year and its Profit from Operations for the year ended 30th September 2022 was '' 504 million as compared to '' 303 million in the previous year.
SRAPL has reported Profit after Tax for the year ended 30th September 2022 of '' 434 million as compared to '' 265 million during FY 2020-21. SRAPL paid interim dividend of '' 4,075 per equity share of '' 10 each, during FY 2021-22. The Board of Directors of SRAPL has recommended final dividend of '' 10,020 per equity share of '' 10 each, for the financial year ended 30th September 2022. The Company did not pay dividend the previous year.
The turnover of C&S for FY 2021-22 stood at '' 12,198 million (7.36% of consolidated turnover of the Company) as compared '' 5,932 million for the period from 1st March 2021 to 30th September 2021 and its Profit from Operations for the year ended 30th September 2022 was '' 263 million as compared to '' 163 million for the period from 1st March 2021 to 30th September 2021.
C&S has reported Profit after Tax for the year ended 30th September 2022 of '' 163 million as compared to '' 77 million during its previous financial year i.e. 1st March 2021 to 30th September 2021.
(ii) Associate Company
During FY 2021-22, by virtue of subscription of 26% of the paid-up equity share capital of Sunsole Renewables Private Limited (SRPL), Mumbai, India, it became a Associate company of the Company with effect from 28th February 2022. SRPL is engaged in the construction, operation and maintenance of a solar power plant to supply, on a captive basis, the power generated from the said solar power plant to the Company. A summary of its performance is provided below.
The turnover of SRPL for the period from 28th February 2022 to 30th September 2022 stood at '' 3.30 million (0.002% of consolidated turnover of the Company) and its Loss from Operations for the said period was '' 0.88 million.
(iii) The Company does not have any joint venture during the year.
The Company has obtained a certificate from the Statutory Auditor certifying that the Company is in compliance with the Foreign Exchange Management Act, 1999 and the Rules & Regulations framed thereunder with respect to downstream investment.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing salient features of Financial Statements of SRAPL, C&S and SRPL in the prescribed Form AOC-1 is provided in Annexure I forming part of this Report. The Financial Statements of subsidiaries are available on the Company''s website at https://new.siemens. com/in/en/company/investor-relations/financials-of-our-subsidiaries.html and the same are also available for inspection as per the details mentioned in notice of the 65th Annual General Meeting ("AGM"). Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the Report of Auditors'' thereon forms part of this Annual Report.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure II forming part of this Report.
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as Annexure III.
Pursuant to the requirements of LODR, a detailed report on Corporate Governance along with the Auditor''s Certificate thereon forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure V.
8. Directors and Key Managerial Personnel
During FY 2021-22, Ms. Anjali Bansal (DIN: 00207746) ceased to be Independent Director of the Company with effect from 1st April 2022 upon completion of her tenure.
The Board places on record the appreciation for the valuable services, support and guidance rendered by Ms. Bansal during her tenure as Independent Director of the Company.
During FY 2021-22, based on recommendation of the Nomination and Remuneration Committee (''NRC'') of the Company, the Board of Directors has appointed Ms. Sindhu Gangadharan (DIN: 08572868) as Independent Director for a term of five years with effect from 12th May 2022. The Members have approved her appointment by way of postal ballot on 7th July 2022.
The Independent Directors of the Company viz. Mr. Deepak S. Parekh (DIN: 00009078), Mr. Mehernosh B. Kapadia (DIN: 00046612) and Ms. Sindhu Gangadharan (DIN: 08572868) have furnished declarations to the Company under Section 149(7) of the Act, confirming that they meet the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR and that their names have been included in the data bank of Independent Directors as prescribed under the Act.
The Board of Directors is of the opinion that Independent Directors possess necessary expertise, integrity and experience (including the proficiency).
Mr. Tim Holt (DIN: 08742663) is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.
Mr. Johannes Apitzsch (DIN:05259354) has tendered his resignation as Director of the Company with effect from 1st January 2023.
Mr. Deepak S. Parekh''s second term as an Independent Director of the Company is upto 29th January 2023. Considering expertise in specific functional areas, contributions made and rich and varied experience of Mr. Parekh, the Board of Directors based on recommendation of NRC, has proposed the appointment of Mr. Parekh as Director (Non-Executive Non-Independent, liable to retire by rotation) with effect from 30th January 2023, to the Members for their approval.
Based on the recommendation of the NRC, the Board of Directors of the Company recommends the appointment of Mr. Shyamak R. Tata (DIN: 07297729) as an Independent Director of the Company, for a term of 5 (five) years, with effect from 30th January 2023, to the Members for their approval. Mr. Tata has furnished declarations to the Company under Section 149(7) of the Act, confirming that he meets the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR and that his name has been included in the data bank of Independent Directors as prescribed under the Act.
Mr. Sunil Mathur, Managing Director and Chief Executive Officer (DIN:02261944), Dr. Daniel Spindler, Executive Director and Chief Financial Officer (DIN: 08533833) and Mr. Ketan Thaker, Company Secretary (ACS: 16250) are the Key Managerial Personnel of the Company.
During FY 2021-22, five meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on Corporate Governance annexed hereto.
10. Annual evaluation of Board, its Committees and individual Directors
The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the report on the Corporate Governance.
The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and LODR. The details relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2021-22, the recommendations of Audit Committee were duly accepted by the Board.
12. Corporate Social Responsibility
At Siemens, we have an unrelenting drive and promise to sustainably improve living conditions for as many people as possible. We deliver on this promise by combining our innovation with our know-how - in the areas of electrification and automation, enhanced by digitalization and by acting as a reliable and responsible partner. Our company-wide Corporate Citizenship framework forms a part of the Sustainability & Citizenship priority area. The Company considers it as its economic, environmental and social responsibility to foster sustainable local development as well as add value to the local economy in which it operates.
In accordance with the provisions of Section 135 of the Act and Rules framed thereunder, the Company has a Corporate Social Responsibility ("CSR") Committee of Directors comprising of Mr. Deepak Parekh (Chairman) (DIN: 00009078), Mr. Johannes Apitzsch (DIN: 05259354), Mr. Sunil Mathur (DIN: 02261944) and Dr. Daniel Spindler (dIN: 08533833). The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis.
The Company implements the CSR projects directly as well as through implementing partners. The details of such initiatives, CSR spend etc., have been provided as Annexure VI to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
On recommendation of NRC, the Company has formulated, amongst others, a policy on Directors'' appointment as well as Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. The details of the Remuneration policy are mentioned in the report on the Corporate Governance and the same is also placed on the Company''s website at https://new.siemens.com/in/en/company/investor-relations.html
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure VII forming part of this Report.
As per the provisions of Section 177(9) of the Act and Regulation 22 of LODR, the Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns. The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers ("the Whistleblower Policy") in place and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. The Company has disclosed information about the establishment of the Whistleblower Policy on its website https://new.siemens.com/in/en/ company/investor-relations/business-ethics.html
Siemens Enterprise Risk Management (ERM) is a company-wide framework of methods and processes used to identify, assess, monitor and mitigate risks and seize opportunities related to achievement of Siemens business objectives. The Siemens ERM approach is based on the globally accepted "The Committee of Sponsoring Organizations of the Treadway Commission" ("COSO") framework i.e. "ERM - Integrated Framework". The COSO framework provides a generic concept which has been customized to reflect Company''s requirements.
Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigating actions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements of LODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management''s Discussion and Analysis, which forms part of this Report.
16. Directors'' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors confirm that, to the best of their knowledge and belief:
a) that in the preparation of the Annual Financial Statements for the year ended 30th September 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September 2022 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company is hosted on website of the Company at https://new.siemens.com/in/en/company/investor-relations/annual-reports.html
18. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2, forms part of this report as Annexure VIII.
19. Particulars of Loans, Guarantees or Investments
A statement providing particulars of loans, guarantees or investments under Section 186 of the Act is provided as Annexure IX forming part of this Report.
20. Business Responsibility and Sustainability Report
In compliance with Regulation 34(2)(f) of LODR, the Company has, on a voluntary basis, included Business Responsibility and Sustainability Report (BRSR) as a part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.
As a Green Initiative, the BRSR for FY 2021-22 has been hosted on the Company''s website, which can be accessed at https://new.siemens.com/in/en/company/investor-relations/annual-report.html
Any Member interested in obtaining a copy of BRSR may write to the Company Secretary.
Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
22. Amount, if any, proposed to transfer to reserves
The Company has not made transfer to reserves during FY 2021-22.
Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.
The information about employees particulars as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members as per the details mentioned in notice of the 65th AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
24. Policy on Prevention of Sexual Harassment at Workplace
The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During FY 2021-22, three complaints with allegations of sexual harassment were received by the Company. Out of three, appropriate actions have been taken for one complaint as per the applicable processes and policies and the remaining two complaints are being investigated.
i. The Report issued by Messrs. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022), Statutory Auditor for FY 2021-22 does not contain any qualification, reservation, adverse remark or disclaimer.
ii. The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), as Cost Auditor of the Company, for the Financial Year ending 30th September 2023, at a remuneration as mentioned in the Notice convening the 65th AGM and same is recommended for your consideration and ratification.
The Company had filed the Cost Audit Report for FY 2020-21 on 21st February 2022, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014.
As per requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records has been maintained in respect of the applicable products for the year ended 30th September 2022.
iii. Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to requirement of LODR, the Secretarial Audit Report for FY 2021-22 issued by Secretarial Auditor i.e. Messrs. Parikh Parekh & Associates, Practicing Company Secretaries (Unique Code No. P1978MH01000) is provided as Annexure X to this Report. The Secretarial Audit Report for FY 2021-22 does not contain any qualification, reservation, adverse remark or disclaimer.
iv. There have been no instances of fraud reported by abovementioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2021-22.
26. Compliance with Secretarial Standards
During FY 2021-22, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and adopted under the Act.
27. Proceeding under Insolvency and Bankruptcy Code, 2016
The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2021-22.
28. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
The Company has not made any one-time settlement, therefore, the same is not applicable.
29. Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.
30. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
The Board of Directors takes this opportunity to thank Siemens AG - parent company, customers, members, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and co-operation to the Company.
On behalf of the Board of Directors For Siemens Limited
Deepak S. Parekh
Chairman DIN: 00009078
New Delhi
Tuesday, 22nd November 2022
Sep 30, 2018
Dear Members,
The Directors have pleasure in presenting the 61st Annual Report of your Company and the Audited Financial Statements for the year ended 30th September 2018.
1. Financial Performance
(Rs. in million)
|
Standalone |
||
|
2017-18 |
2016-17 |
|
|
Turnover |
127,251 |
113,483 |
|
Less: Expenses |
116,057 |
104,937 |
|
Profit from operations before other income and finance costs |
11,194 |
8,546 |
|
Add: Other Income |
2,800 |
2,547 |
|
Less: Finance costs |
82 |
77 |
|
Profit before exceptional items and tax |
13,912 |
11,016 |
|
Add: Exceptional items |
- |
5,675 |
|
Profit before tax |
13,912 |
16,691 |
|
Less: Tax |
4,973 |
5,355 |
|
Profit for the year |
8,939 |
11,336 |
|
Other Comprehensive income |
61 |
70 |
|
Balance in the Statement of Profit and Loss brought forward |
42,665 |
33,831 |
|
Amount available for appropriation |
51,665 |
45,237 |
|
Appropriations: |
||
|
Proposed Dividend |
2,493 |
2,137 |
|
Dividend Distribution Tax |
507 |
435 |
|
Balance in the Statement of Profit and Loss carried forward |
48,665 |
42,665 |
2. Operations
The Turnover of the Company was Rs.127,251 million for the year ended 30th September 2018 as compared to Rs.113,483 million in the previous year. The Companyâs Profit from Operations for the year ended 30th September 2018 was Rs.11,194 million as compared to Rs.8,546 million in the previous year.
The Profit after Tax for the year ended 30th September 2018 was Rs.8,939 million as compared to Rs.11,336 million during FY 2016-17.
3. Dividend
The Board of Directors has recommended a dividend of Rs.7 per equity share having face value ofRs.2 each, subject to the approval of the Members at the 61st Annual General Meeting (âAGMâ), In the previous year, the Company paid a Dividend of Rs.7 per equity share ofRs.2 each.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ), the Dividend Distribution Policy of the Company is available on the Companyâs website at http://www.siemens.co.in/en/index/investor.htm.
4. Proposed divestment
The Board of directors of the Company, at its meeting held on 21st February 2018, inter-alia, took the following decisions:
(i) In light of the Memorandum of Understanding signed by and between Siemens AG, Germany (Parent Company of Siemens Limited) (âSAGâ) and Alstom SA, France (âAlstomâ), to combine Siemensâ mobility business including rail traction drives business with Alstom, the Board of Directors of the Company has agreed in-principle, subject to terms and conditions to be determined, to sell its Mobility Division and Rail Traction Drives business (included in Process Industries and Drives Division which provides products and services to Mobility Division) as also its wholly owned subsidiary (Siemens Rail Automation Private Limited), to SAG or its subsidiary.
(ii) Following a global announcement made by SAG to set up a standalone company for the Mechanical Drives business, the Board of Directors of the Company has agreed in-principle, subject to terms and conditions to be determined, to sell its Mechanical Drives business (included in Process Industries and Drives Division) to SAG or its subsidiary.
In this regard, the Board of Directors has constituted a Committee of Directors to determine the consideration, terms and conditions and such other matters as may be considered expedient with respect to the aforesaid proposed transactions and make recommendations thereon to the Board of Directors for its consideration.
5. Subsidiary company
Siemens Rail Automation Private Limited (SRAPL) is a non-material and unlisted subsidiary of the Company pursuant to LODR. SRAPL is engaged in the business of manufacture, supply, design, installation and commissioning of Railway Signaling equipment consisting of trackside and on board equipment.
The Company has not made any equity investment in SRAPL during the year. Your Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2017 with respect to the downstream investments.
A summary of performance of SRAPL is provided below.
The Turnover of SRAPL for FY 2017-18 stood at Rs.806 million (0.6% of consolidated turnover of the Company) as compared to Rs.609 million in the previous year and its Profit from Operations for the year ended 30th September 2018 was Rs.102 million as compared to Rs.15 million in the previous year.
SRAPL has reported Profit after Tax for the year ended 30th September 2018 of Rs.73 million as compared to Rs.30 million during FY 2016-17.
The Company does not have any joint venture or associate companies during the year.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Actâ), a statement containing salient features of Financial Statements of SRAPL in the prescribed Form AOC-1 is provided in Annexure I forming part of this Report. The audited Financial Statements of SRAPL for FY 2017-18 are available on the Companyâs website at http://www.siemens.co.in/en/index/investor.htm and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in notice of the 61st AGM. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the Report of Auditorsâ thereon forms part of this Annual Report.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is provided in Annexure II forming part of this Report.
7. Business Responsibility Report
In compliance with Regulation 34(2)(f) of LODR, your Company has included Business Responsibility Report, as part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.
As a Green Initiative, the BRR for FY 2017-18 has been hosted on the Companyâs website, which can be accessed at http://www.siemens.co.in/en/index/investor/annual report.htm and http://www.siemens.co.in/en/about us/index/sustainability.htm
Any Member interested in obtaining a copy of BRR may write to the Company Secretary.
8. Corporate Governance
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managementâs Discussion and Analysis, which forms part of this Report as Annexure III.
Pursuant to the requirements of LODR, a detailed report on Corporate Governance along with the Auditorâs Certificate confirming thereon forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure V.
9. Directors and Key Managerial Personnel
During FY 2017-18, on recommendation of the Nomination and Remuneration Committee (NRC) of the Company and in accordance with the provisions of the Act and LODR, the Board of Directors have appointed Mr. Mehernosh B. Kapadia (DIN: 00046612) as an Additional Director and Independent Director of the Company for a term of five years with effect from 2nd May 2018, subject to approval of Members. As per provisions of Section 161 of the Act and Article 104 (b) of the Articles of Association of the Company, Mr. Kapadia shall hold office as Additional Director upto the date of the forthcoming 61st AGM and is eligible for appointment as a Director. Notice under Section 160 of the Act has been received from a Member proposing his candidature for the office of Director of the Company.
Pursuant to LODR, a person who has attained the age of seventy five years can continue directorship in a listed company as a non-executive director only if approval of its Members is obtained by way of a special resolution. The said provision will come into effect from 1st April 2019. In light of the same, Special Resolutions for continuation of directorship of Mr. Yezdi Malegam (DIN: 00092017), Mr. Deepak Parekh (DIN: 00009078) and Mr. Darius Shroff (DIN: 00170680) who has I would attain the age of seventy five years, form part of the Notice of the 61st AGM and respective resolutions are recommended for your approval.
The Independent Directors of the Company viz. Mr. Deepak Parekh, Mr. Yezdi Malegam, Mr. Darius Shroff, Mr. Keki Dadiseth (DIN: 00052165) and Mr. Mehernosh Kapadia have furnished declarations to the Company under Section 149(7) of the Act, confirming that they meet the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR.
On recommendation of NRC and the Audit Committee, as applicable, the Board of Directors has re-appointed -
- Mr. Sunil Mathur (DIN: 02261944) as Managing Director and Chief Executive Officer of the Company for further period of five years with effect from 1st January 2019 to 31st December 2023.
- Mr. Christian Rummel (DIN: 01992982) as Executive Director and Chief Financial Officer of the Company for further period of one year with effect from 1st February 2019 to 31st January 2020.
The terms and conditions of the aforementioned re-appointments including remuneration are subject to the approval of the Members and concerned authorities, if any.
At the forthcoming 61st AGM, Mr. Josef Kaeser retires by rotation and being eligible, offers himself for re-appointment.
The resolutions for aforementioned appointment and re-appointments along with the brief profiles of the appointeesâ form part of the Notice of the 61st AGM and respective resolutions are recommended for your approval.
Mr. Sunil Mathur, Managing Director and Chief Executive Officer, Mr. Christian Rummel, Executive Director and Chief Financial Officer and Mr. Ketan Thaker, Company Secretary (ACS No.: 16250) are the Key Managerial Personnel of the Company as on the date of this Report.
10. Board Meetings
During FY 2017-18, six meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on Corporate Governance annexed hereto.
11. Annual evaluation of Board, its Committees and individual Directors
The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the report on the Corporate Governance.
12. Audit Committee
The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and LODR. The details relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2017-18, the recommendations of Audit Committee were duly approved and accepted by the Board.
13. Corporate Social Responsibility
At Siemens, we have an unrelenting drive and promise to sustainably improve living conditions for as many people as possible, worldwide. We deliver on this promise by combining our innovation with our know-how - in the areas of electrification and automation, enhanced by digitalization and by acting as a reliable and responsible partner. Our company-wide Corporate Citizenship framework forms a part of the Sustainability & Citizenship priority area. The Company considers it as its economic, environmental and social responsibility to foster sustainable local development as well as add value to the local economy in which it operates.
In accordance with the provisions of Section 135 of the Act and Rules framed there under, the Company has a Corporate Social Responsibility (âCSRâ) Committee of Directors comprising of Mr. Deepak Parekh (Chairman), Ms. Mariel von Schumann, Mr. Sunil Mathur and Mr. Christian Rummel. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis.
The Company implements the CSR projects directly as well as through implementing partners. The details of such initiatives, CSR spend, CSR Policy, etc., have been provided as Annexure VI to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended).
14. Remuneration Policy
On recommendation of NRC, the Company has formulated, amongst others, a policy on Directorsâ appointment as well as Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. The details of the Remuneration policy are mentioned in the report on the Corporate Governance and the same is also placed on the Companyâs website at http://www.siemens.co.in/en/index/investor.htm.
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided as Annexure VII forming part of this Report.
15. Vigil Mechanism
As per the provisions of Section 177(9) of the Act and Regulation 22 of LODR, the Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns. The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers (âthe Whistleblower Policyâ) in place and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. The Company has disclosed information about the establishment of the Whistleblower Policy on its website http://www.siemens.co.in/en/index/investor/business-ethics.htm.
16. Risk Management Policy
Siemens Enterprise Risk Management (ERM) is a company-wide framework of methods and processes used to identify, assess, monitor and mitigate risks and seize opportunities related to achievement of Siemens business objectives. The Siemens ERM approach is based on the globally accepted âThe Committee of Sponsoring Organizations of the Treadway Commissionâ (âCOSOâ) framework i.e. âERM - Integrated Frameworkâ. The COSO framework provides a generic concept which has been customized to refect Companyâs requirements.
Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigating actions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements of LODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Managementâs Discussion and Analysis, which forms part of this Report.
17. Directorsâ Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors confirm to the best of their knowledge and belief:
a) that in the preparation of the Annual Financial Statements for the year ended 30th September 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September 2018 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.
18. Extracts of Annual Return
The Extracts of Annual Return in Form MGT 9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended) forms part of this Report as Annexure VIII.
19. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2, forms part of this Report as Annexure IX.
20. Particulars of Loans, Guarantees or Investments
A statement providing particulars of loans, guarantees or investments under Section 186 of the Act form part of this Report as Annexure X.
21. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
22. Amount, if any, proposed to transfer to reserves
The Company has made no transfer to reserves during FY 2017-18.
23. Employees
Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.
The information on employees particulars as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in notice of the 61st AGM on any working day of the Company up to the date of the 61st AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
24. Policy on Prevention of Sexual Harassment at Workplace
The Company has Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year, one complaint with allegations of sexual harassment was received by the Company and the same was investigated and resolved.
25. Auditors
i) Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended), Messrs S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) (âSRBCâ) were appointed as Statutory Auditors of the Company for a term of four years, to hold office from the conclusion of 57th AGM held on 30th January 2015, until the conclusion of forthcoming 61st AGM, subject to ratification of their appointment at every subsequent AGM.
Accordingly, SRBC ceases to be the Statutory Auditors of the Company on the conclusion of forthcoming 61st AGM of the Company to be held on 6th February 2019.
In accordance with the provisions of the Section 139 of the Act and Rules framed thereunder and in view of mandatory rotation of the Statutory Auditors, based on the recommendations of the Audit Committee, the Board of Directors has recommended the appointment of Messrs B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) (âBSRâ) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 61st AGM until the conclusion of 66th AGM of the Company at a remuneration as may be agreed upon by the Board of Directors and the Auditors subject to the approval of the Members.
A resolution seeking their appointment forms part of the Notice convening the 61st AGM and the same is recommended for your approval.
The Auditorsâ Report dated 18th November 2018 issued by SRBC for FY 2017-18 does not contain any qualification, reservation, adverse remark or disclaimer.
ii) The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), as Cost Auditors of the Company, for the Financial Year ending 30th September 2019, at a remuneration as mentioned in the Notice convening the 61st AGM and same is recommended for your consideration and ratification.
The Company had fled the Cost Audit Report for FY 2016-17 on 16th February 2018, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014 (as amended).
As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts are made and records has been maintained in respect of the applicable products for the year ended 30th September 2018.
iii) Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Secretarial Audit Report for FY 2017-18 issued by Secretarial Auditors i.e. Messrs Parikh Parekh & Associates, Practicing Company Secretaries (Unique Code No. P1978MH01000) is provided as Annexure XI to this Report. The Secretarial Audit Report FY 2017-18 does not contain any qualification, reservation, adverse remark or disclaimer.
iv) There have been no instances of fraud reported by abovementioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2017-18.
26. Compliance with Secretarial Standards
During FY 2017-18, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
27. Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
28. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
29. Acknowledgements
The Board of Directors takes this opportunity to thank Siemens AG - the Parent Company, customers, members, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Limited
Deepak S. Parekh
Chairman
DIN: 00009078
Goa
Sunday, 18th November 2018
Sep 30, 2017
Dear Members,
The Directors have pleasure in presenting the 60th Annual Report of your Company and the Audited Financial Statements for the year ended 30th September, 2017.
1. Financial Performance
(Rs. in million)
|
Standalone |
||
|
2016-17 |
2015-16 |
|
|
Turnover |
113,483 |
112,295 |
|
Less: Expenses |
104,937 |
104,355 |
|
Profit from operations before other income and finance costs |
8,546 |
7,940 |
|
Add: Other Income |
2,547 |
1,644 |
|
Less: Finance costs |
77 |
91 |
|
Profit before exceptional items and tax |
11,016 |
9,493 |
|
Add: Exceptional items |
5,675 |
29,923 |
|
Profit before tax |
16,691 |
39,416 |
|
Less: Tax |
5,355 |
10,245 |
|
Profit for the year |
11,336 |
29,171 |
|
Other Comprehensive income |
70 |
(254) |
|
Balance in the Statement of Profit and Loss brought forward |
33,831 |
20,987 |
|
Amount available for appropriation |
45,237 |
49,904 |
|
Appropriations: |
||
|
Interim Dividend paid |
-- |
9,793 |
|
Tax on Interim Dividend |
-- |
1,994 |
|
Proposed Final Dividend |
2,137 |
3,561 |
|
Dividend Distribution Tax |
435 |
725 |
|
Balance in the Statement of Profit and Loss carried forward |
42,665 |
33,831 |
2. Operations
The Turnover of the Company was Rs.113,483 million for the year ended 30th September, 2017 as compared to Rs.112,295 million in the previous year. The Companyâs Profit from Operations for the year ended 30th September, 2017 was Rs.8,546 million as compared to Rs.7,940 million in the previous year.
The Profit after Tax for the year ended 30th September, 2017 was Rs.11,336 million as compared to Rs.29,171 million during FY 2015-16.
3. Dividend
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ), the Company has formulated its Dividend Distribution Policy, the details of which are available on the Companyâs website at http://www.siemens.co.in/en/index/investor.htm.
The Board of Directors has recommended a dividend of Rs.7 per equity share having face value of Rs.2 each, subject to the approval of the Members at the 60th Annual General Meeting. In the previous year, the Company paid a Dividend of Rs.33.50 (including Special Dividend (Interim Dividend) of Rs.27.50 during FY 2015-16) per equity share of Rs.2 each.
4. Shifting of Registered Office of the Company
The Registered Office of the Company has been shifted from 130, Pandurang Budhkar Marg, Worli, Mumbai - 400018 to Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai - 400030 with effect from 1st June, 2017.
5. Divestment
Sale and transfer of the Companyâs business of engineering, design and development services for global wind power business (âSLWP Businessâ)
Pursuant to the approval granted by the Board of Directors at its meeting held on 5th December, 2016, SLWP Business was sold and transferred as a going concern on a slump sale basis with effect from 1st January, 2017 to Siemens Wind Power Private Limited (a subsidiary of Siemens AG, Germany), for a consideration of Rs.75 million and recorded a profit of Rs.72 million, which forms part of exceptional items.
6. Indian Accounting Standards (Ind AS)
The Company had adopted Ind AS with effect from 1st October, 2016 pursuant to the Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements for the year ended 30th September, 2017 of the Company and its subsidiary were prepared with comparative data, in compliance with Ind AS.
7. Subsidiary company
Siemens Rail Automation Private Limited (SRAPL) is a non-material and unlisted subsidiary of the Company pursuant to LODR. SRAPL is engaged in the business of manufacture, supply, design, installation and commissioning of Railway Signaling equipment consisting of trackside and on board equipment.
The Company has not made any equity investment in SRAPL during the year. Your Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 with respect to the downstream investments.
A summary of performance of SRAPL is provided below.
The Turnover of SRAPL for FY 2016-17 stood at Rs.609 million (0.5% of consolidated turnover of the Company) as compared to Rs.378 million in the previous year and its Profit from Operations for the year ended 30th September, 2017 was Rs.15 million as compared to Loss from Operations of Rs.11 million in the previous year.
SRAPL has reported Profit after Tax for the year ended 30th September, 2017 of Rs.30 million as compared to Loss after Tax of Rs.34 million during FY 2015-16.
The Company does not have any joint venture or associate companies during the year.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Actâ), a statement containing salient features of Financial Statements of SRAPL in the prescribed Form AOC-1 is provided in Annexure I forming part of this Report. The audited Financial Statements of SRAPL for FY 2016-17 are available on the Companyâs website at http://www.siemens.co.in/en/index/investor.htm and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in notice of the 60th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements (prepared under applicable Ind AS) together with the Report of Auditorsâ thereon forms part of this Annual Report.
8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is provided in Annexure II forming part of this Report.
9. Business Responsibility Report
In compliance with Regulation 34(2) of LODR, your Company has included Business Responsibility Report, as part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.
As a Green Initiative, the BRR for FY 2016-17 has been hosted on the Companyâs website, which can be accessed at http://www.siemens.co.in/en/index/investor/annual report.htm and http://www.siemens.co.in/about-us/sustainability.htm
Any Member interested in obtaining a copy of BRR may write to the Company Secretary.
10. Corporate Governance
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managementâs Discussion and Analysis, which forms part of this Report as Annexure III.
Pursuant to the requirements of LODR, a detailed report on Corporate Governance along with the Auditorâs Certificate confirming thereon forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure V.
11. Audit Committee
The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and LODR. The details relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2016-17, the recommendations of Audit Committee were duly approved and accepted by the Board.
12. Directors and Key Managerial Personnel
During FY 2016-17, Mr. Cedrik Neike (DIN: 07810035) has been appointed as an Additional Director of the Company with effect from 10th May, 2017 and as a Special Director (Nominee of Siemens AG, Germany - Parent Company) with effect from 11th May, 2017. Consequent to the appointment of Mr. Neike as Special Director, Dr. Roland Busch (DIN: 03540889) ceased to be Director (Nominee of Siemens AG) with effect from 11th May, 2017.
The Board places its appreciation for the valuable services and the guidance by Dr. Busch during his tenure as a Director of the Company.
As per provisions of Section 161 of the Act and Article 104(b) of the Articles of Association of the Company, Mr. Neike holds office upto the date of the forthcoming 60th Annual General Meeting and is eligible for appointment. Notice under Section 160 of the Act has been received from a member signifying its intention to propose the appointment of Mr. Neike as Director of the Company.
Mr. Christian Rummel (DIN: 01992982) has been re-appointed as Executive Director and Chief Financial Officer of the Company with effect from 1st February, 2018 to 31st January, 2019. The terms and conditions of his re-appointment, including his remuneration, are subject to the approval of Members and concerned authorities, if any.
At the forthcoming 60th Annual General Meeting, Mr. Rummel retires by rotation and being eligible, offers himself for re-appointment.
The resolution for the above appointment and re-appointment along with the brief profiles of the appointeesâ form part of the Notice of the 60th Annual General Meeting and respective resolutions are recommended for your approval.
The Independent Directors of the Company viz. Mr. Deepak Parekh (DIN: 00009078), Mr. Yezdi Malegam (DIN: 00092017), Mr. Darius Shroff (DIN: 00170680) and Mr. Keki Dadiseth (DIN: 00052165) have furnished declarations to the Company under Section 149(7) of the Act, confirming that they meet the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR.
Mr. Sunil Mathur, Managing Director and Chief Executive Officer (DIN: 02261944), Mr. Christian Rummel, Executive Director and Chief Financial Officer (DIN: 01992982) and Mr. Ketan Thaker, Company Secretary (ACS No.: 16250) are the Key Managerial Personnel of the Company as on the date of this Report.
13. Board Meetings
During FY 2016-17, five meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on Corporate Governance annexed hereto.
14. Annual evaluation of Board, its Committees and individual Directors
The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the Corporate Governance Report.
15. Corporate Social Responsibility
At Siemens, we have an unrelenting drive and promise to sustainably improve living conditions. Our mission is to make real what matters in the way we electrify, automate and digitalize the world around us. Ingenuity drives us and what we create is for the society. Our company-wide Corporate Citizenship framework forms a part of the Sustainability & Citizenship priority areas in order to address the challenges and needs that communities face by leveraging the Companyâs competencies and solutions. The Company considers it as its economic, environmental and social responsibility to foster sustainable local development as well as add value to the local economy in which it operates.
In accordance with the provisions of Section 135 of the Act and Rules framed there under, the Company has a Corporate Social Responsibility (âCSRâ) Committee of Directors comprising of Mr. Deepak Parekh (Chairman), Ms. Mariel von Schumann, Mr. Sunil Mathur and Mr. Christian Rummel. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis.
The Company focuses its efforts towards promotion of science and technical education, skill development, conservation of water and other natural resources, provision of healthcare and sanitation, integrated rural development and providing relief during disaster. The Company implements the CSR projects directly as well as through implementing partners. The details of such initiatives and its spend, CSR Policy etc., have been provided as Annexure VI to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
16. Remuneration Policy
The details of the Remuneration policy are mentioned in the report on the Corporate Governance.
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided as Annexure VII forming part of this Report.
17. Extracts of Annual Return
The extracts of Annual Return in Form MGT 9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), forms part of this Report as Annexure VIII.
18. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is provided as Annexure IX forming part of this Report.
19. Particulars of Loans, Guarantees or Investments
A statement providing particulars of loans, guarantees or investments under Section 186 of the Act is provided as Annexure X forming part of this Report.
20. Vigil Mechanism
As per the provisions of Section 177(9) of the Act, the Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns. The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers (âthe Whistleblower Policyâ) in place and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. The Company has disclosed information about the establishment of the Whistleblower Policy on its website http://www.siemens.co.in/en/index/investor/business-ethics.htm.
21. Risk Management Policy
Siemens Enterprise Risk Management (ERM) is a company-wide framework of methods and processes used to identify, assess, monitor and mitigate risks and seize opportunities related to achievement of Siemens business objectives. The Siemens ERM approach is based on the globally accepted âThe Committee of Sponsoring Organizations of the Treadway Commissionâ (âCOSOâ) framework i.e. âERM - Integrated Frameworkâ. The COSO framework provides a generic concept which has been customized to reflect Companyâs requirements.
Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigating actions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements of LODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Managementâs Discussion and Analysis, which forms part of this Report.
22. Directorsâ Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors confirm that, to the best of their knowledge and belief:
a) that in the preparation of the Annual Financial Statements for the year ended 30th September, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September, 2017 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively (See note below);
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.
Note: On an internal investigation by the Company it was revealed that as a result of a collusion between certain employees and suppliers through the use of fraudulent purchase orders and related documentation and the failure of some other employees to adequately discharge their responsibilities under the internal financial control procedures laid down by the Company, a fraud spread over several years prior to 31st March, 2011 was perpetrated on the Company, the estimated impact of which was Rs.190 million. The amount related to each of the years concerned is not material in the context of the financial results of those years. The investigation report has not revealed any material inadequacy in the internal financial controls but, in the light of the findings, some further steps have been taken to strengthen the procedures. There is no impact on the profit for the year ended 30th September, 2017 and 30th September, 2016. Appropriate disciplinary action, wherever possible, has been taken against the concerned employees.
23. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
24. Amount, if any, proposed to transfer to reserves
The Company has made no transfers to reserves during FY 2016-17.
25. Employees
Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.
The information on employees particulars as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in notice of the 60th Annual General Meeting on any working day of the Company up to the date of the 60th Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
26. Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year, one complaint with allegations of sexual harassment was received by the Company and the same was investigated and resolved.
27. Auditors
i) Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Messrs S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company for a term of four years, to hold office from the conclusion of 57th Annual General Meeting held on 30th January, 2015, until the conclusion of 61st Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.
A certificate from Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, if ratified at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.
A resolution seeking ratification of their appointment forms part of the Notice convening the 60th Annual General Meeting and the same is recommended for your consideration and approval.
The Auditorsâ Report FY 2016-17 does not contain any qualification, reservation, adverse remark or disclaimer.
ii) Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Secretarial Audit Report for FY 2016-17 issued by Secretarial Auditors i.e. Messrs Parikh Parekh & Associates, Practicing Company Secretaries (CP No. 1228) is provided as Annexure XI to this Report. The Secretarial Audit Report FY 2016-17 does not contain any qualification, reservation, adverse remark or disclaimer.
iii) The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), as Cost Auditors of the Company, for the Financial Year ending 30th September, 2018, at a remuneration as mentioned in the Notice convening the 60th Annual General Meeting and same is recommended for your consideration and ratification.
The Company had filed the Cost Audit Report for FY 2015-16 on 2nd March, 2017, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014.
iv) There have been no instances of fraud reported by abovementioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2016-17.
28. Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
29. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
30. Acknowledgements
The Board of Directors takes this opportunity to thank Siemens AG - the Parent Company, customers, members, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Limited
Deepak S. Parekh
Chairman
DIN: 00009078
New Delhi
Friday, 24th November, 2017
Sep 30, 2016
Dear Members,
The Directors have pleasure in presenting the 59th Annual Report of your Company and the Audited Financial Statements for the year ended 30th September, 2016.
1. Financial Performance
(Rs.in Million)
|
|
Standalone |
|
|
|
2015-16 |
2014-15 |
|
Turnover |
108,089 |
105,124 |
|
Less: Expenses |
100,621 |
97,543 |
|
Profit from operations before other income and finance costs |
7,468 |
7,581 |
|
Add: Other income |
1,639 |
1,604 |
|
Less: Finance costs |
59 |
49 |
|
Profit before exceptional items and tax |
9,048 |
9,136 |
|
Add: Exceptional items |
29,923 |
7,828 |
|
Profit before Tax |
38,971 |
16,694 |
|
Less: Tax |
10,091 |
5,131 |
|
Profit for the year |
28,880 |
11,833 |
|
Balance in the Statement of Profit and Loss brought forward |
16,921 |
9,374 |
|
Amount available for appropriation |
45,801 |
21,207 |
|
Appropriations: |
|
|
|
Interim Dividend paid |
9,793 |
- |
|
Tax on Interim Dividend |
1,994 |
- |
|
Proposed Final Dividend |
2,137 |
3,561 |
|
Dividend Distribution Tax |
435 |
725 |
|
Balance in the Statement of Profit and Loss carried forward |
31,442 |
16,921 |
2. Operations
The Turnover of the Company increased by 3% and stood at Rs.108,089 million as compared to Rs.105,124 million in the previous year. The Company''s Profit from Operations for the year ended 30th September, 2016 was Rs.7,468 million as compared to Rs.7,581 million in the previous year.
The Profit after Tax for the year ended 30th September, 2016 was Rs.28,880 million as compared to Rs.11,833 million during FY 2014-15.
3. Dividend
During the Financial Year 2015-16, the Board of Directors declared a Special Dividend (Interim Dividend) of Rs.27.50 (Rupees Twenty Seven and Fifty Paise only) per equity share of Rs.2 each aggregating Rs.11,787 million including Dividend Distribution Tax. The Special Dividend (Interim Dividend) was paid in the month of August 2016.
The Board of Directors has recommended a final dividend of Rs.6 per equity share having face value of Rs.2 each, subject to the approval of the Members at the 59th Annual General Meeting. In the previous year, the Company paid a Dividend of Rs.10 (including Special Dividend of Rs.4 on account of large exceptional income during FY 2014-15) per equity share of ''2 each.
The total dividend for the financial year 2015-16, including the proposed final dividend, will be Rs.33.50 (Previous year: Rs.10 per equity share (including Special Dividend of Rs.4 per equity share).
As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the top 500 listed entities based on market capitalization are required to formulate Dividend Distribution Policy. The Company has formulated its Dividend Distribution Policy and the details of which are available on the Company''s website at http://www.siemens.co.in/en/index/investor.html.
4. Divestment
Sale and transfer of the Healthcare Undertaking of the Company ("SLHC")
Pursuant to the approval of the Members by way of Postal Ballot on 27th April, 2016, SLHC was sold and transferred as a going concern on a Slump Sale basis to Siemens Healthcare Private Limited, a subsidiary of Siemens AG, Germany, with effect from 1st July, 2016, for a consideration of Rs.30,500 million and recorded a profit of Rs.30,278 million, which forms part of exceptional items.
5. Subsidiary company
Siemens Rail Automation Private Limited (SRAPL) is a non-material and non-listed subsidiary of the Company pursuant to LODR. SRAPL is engaged in the business of manufacture, supply, design, installation and commissioning of Railway Signaling equipment consisting of trackside and on board equipment.
The Company has not made any further equity investment in SRAPL during the year. Your Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 with respect to the downstream investments.
A summary of performance of SRAPL is provided below.
The Turnover of SRAPL for FY 2015-16 stood at Rs.340 million (0.31% of consolidated turnover of the Company) as compared to Rs.577 million in the previous year and its Loss from Operations for the year ended 30th September, 2016 was Rs.44 million as compared to Loss from Operations of Rs.15 million in the previous year.
The Company does not have any joint venture or associate companies during the year.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing salient features of financial statements of SRAPL in the prescribed Form AOC-1 is provided in Annexure I forming part of this Report. The audited financial Statements of SRAPL for FY 2015-16 are available on the Company''s website at http://www.siemens.co.in/ en/index/investor/financials-of-our-subsidiaries.htm and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in notice of the 59th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the Report of Auditors'' thereon forms part of this Annual Report.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is provided in Annexure II forming part of this Report.
7. Business Responsibility Report
Regulation 34(2) of LODR, inter alia, provides that the annual report of the top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report ("BRR").
Your Company, being one of such 500 listed entities, has included BRR, as part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.
As a Green Initiative, the BRR for the year FY 2015-16 has been hosted on the Company''s website, which can be accessed at http://www.siemens.co.in/en/index/investor/annual_report.htm and http://www.siemens.co.in/about-us/sustainability.htm
Any Member interested in obtaining a copy of BRR may write to the Company Secretary.
8. Corporate Governance
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis, which forms part of this Report as Annexure III.
Pursuant to the requirements of LODR, a detailed report on Corporate Governance along with the Auditor''s Certificate confirming thereon forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure V.
9. Audit Committee
The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed there under and LODR. The details relating to the same are given in the Report on Corporate Governance forming part of this Report. During the Financial year 2015-16, the recommendations of Audit Committee were duly approved and accepted by the Board of Directors.
10. Directors and Key Managerial Personnel
During the FY 2015-16, Mr. Pradip Nayak (DIN: 00032403) resigned from the Board of Directors of the Company with effect from 1st January, 2016. The Board places its appreciation for the valuable guidance and services rendered by him during his association with the Company as Director of the Company.
At the forthcoming 59th Annual General Meeting, Ms. Mariel von Schumann (DIN: 06625674) retires by rotation and being eligible, offers herself for re-appointment.
The resolution for the above re-appointment along with the brief profile forms part of the Notice of the 59th Annual General Meeting and the resolution for her re-appointment is recommended for your approval.
The Independent Directors of the Company viz. Mr. Deepak Parekh (DIN: 00009078), Mr. Yezdi Malegam (DIN: 00092017), Mr. Darius Shroff (DIN: 00170680) and Mr. Keki Dadiseth (DIN: 00052165) have furnished declarations to the Company under Section 149(7) of the Act, confirming that they meet the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR.
Mr. Sunil Mathur, Managing Director and Chief Executive Officer (DIN: 02261944), Mr. Christian Rummel, Executive Director and Chief Financial Officer (DIN: 01992982) and Mr. Ketan Thaker, Company Secretary (ACS No.: 16,250) are the Key Managerial Personnel of the Company as on the date of this Report.
11. Board Meetings
During FY 2015-16, six meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the Corporate Governance Report annexed hereto.
12. Annual evaluation of Board, its Committees and individual Directors
The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the Corporate Governance Report.
13. Corporate Social Responsibility
At Siemens we wish to sustainably improve living conditions for as many people as possible, worldwide. The Company works towards that goal with business activities that address the challenges of our time such as Demographic change, Urbanization, Climate Change, Globalization and Digitalization. Our mission is to make real what matters in the way we electrify, automate and digitalize the world around us. Ingenuity drives us and what we create is for society. Our company-wide Corporate Citizenship framework forms a part of the Sustainability & Citizenship priority area. The Company considers it as its economic, environmental and social responsibility to foster sustainable local development as well as add value to the local economy in which it operates.
Further in accordance with the provisions of Section 135 of the Act and Rules framed there under, the Company has a Corporate Social Responsibility ("CSR") Committee of Directors comprising of Mr. Deepak Parekh (Chairman), Ms. Mariel von Schumann, Mr. Sunil Mathur and Mr. Christian Rummel. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis.
The Company implements the CSR projects directly as well as through implementing partners. The Company''s initiatives towards sustainable communities have been addressed under the areas of integrated rural development using technology, skill development, promotion of science and technical education, conservation of water and other natural resources, provision of healthcare and sanitation and providing relief during disaster. The details of such initiatives, CSR spend, CSR Policy, etc., have been provided as Annexure VI to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
14. Remuneration Policy
The details of the Remuneration policy are mentioned in the Corporate Governance Report.
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided as Annexure VII forming part of this Report.
15. Extracts of Annual Return
The extracts of Annual Return in Form MGT 9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), forms part of this Report as Annexure VIII.
16. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2, is provided as Annexure IX forming part of this Report.
17. Particulars of Loans, Guarantees or Investments
A statement providing particulars of loans, guarantees or investments under Section 186 of the Act is provided as Annexure X forming part of this Report.
18. Vigil Mechanism
As per the provisions of Section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns. The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers ("the Whistleblower Policy") in place and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. The Company has disclosed information about the establishment of the Whistleblower Policy on its website http://www.siemens.co.in/en/index/investor/business-ethics.htm.
19. Risk Management Policy
Siemens Enterprise Risk Management (ERM) is a company-wide framework of methods and processes used to identify, assess, monitor and mitigate risks and seize opportunities related to achievement of Siemens business objectives. The Siemens ERM approach is based on the globally accepted "The Committee of Sponsoring Organizations of the Treadway Commission" ("COSO") framework i.e. "ERM - Integrated Framework". The COSO framework provides a generic concept which has been customized to reflect Company''s requirements.
Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigating actions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements of LODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management''s Discussion and Analysis, which forms part of this Report.
20. Directors'' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors confirm that, to the best of their knowledge and belief:
a) that in the preparation of the Annual Financial Statements for the year ended 30th September, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September, 2016 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.
21. Reporting of fraud
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.
22. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
23. Amount, if any, proposed to transfer to reserves
The Company has made no transfers to reserves during the Financial Year 2015-16.
24. Employees
Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.
The information on employees particulars as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in notice of the 59th Annual General Meeting on any working day of the Company up to the date of the 59th Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
25. Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year, one complaint with allegations of sexual harassment was received by the Company and the same was investigated and resolved.
26. Statutory Auditors
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Messrs S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company for a term of four years, to hold office from the conclusion of 57th Annual General Meeting held on 30th January, 2015, until the conclusion of 61st Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.
A certificate from Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, if ratified at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.
A resolution seeking ratification of their appointment, forms part of the Notice convening the 59th Annual General Meeting and the same is recommended for your consideration and approval.
27. Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, has appointed Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 7464), as Cost Auditors of the Company, for the Financial Year ending 30th September, 2017, at a remuneration as mentioned in the Notice convening the 59th Annual General Meeting.
A resolution seeking ratification for the remuneration payable to Cost Auditors forms part of the Notice of the 59th Annual General Meeting of the Company and same is recommended for your consideration and ratification.
A certificate from Cost Auditors has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and rules framed there under.
The Company had filed the Cost Audit Report for FY 2014-15 on 23rd February, 2016, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014.
28. Secretarial Audit
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Secretarial Audit Report for FY 2015-16 issued by Secretarial Auditors i.e. Messrs Parikh Parekh & Associates, Practicing Company Secretaries (CP No. 1228), is provided as Annexure XI to this Report.
29. Material changes and commitment, if any, affecting Financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
30. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
31. Acknowledgements
The Board of Directors takes this opportunity to thank Siemens AG - the Parent Company, customers, members, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Limited
Deepak S. Parekh
Chairman
DIN - 00009078
New Delhi
Wednesday, 23rd November, 2016
Sep 30, 2015
Dear Members,
The Directors have pleasure in presenting the 58th Annual Report of
your Company and the Audited Financial Statements for the year ended
30th September, 2015.
1. Financial Performance
(Rs, in Millions)
Standalone
2014-15 2013-14
Turnover 105,124 106,783
Less: Expenses 97,519 103,131
Profit from operations before
other income and finance costs 7,605 3,652
Add: Other income 1,604 1,039
Less: Finance cost 73 82
Profit before exceptional items and tax 9,136 4,609
Add: Exceptional items 7,828 3,827
Profit before Tax 16,964 8,436
Less: Tax 5,131 2,404
Profit for the year 11,833 6,032
Balance in the Statement of
Profit and Loss brought forward 9,374 5,906
Amount available for appropriation 21,207 11,938
Appropriations:
Proposed Dividend 3,561 2,137
Dividend Distribution Tax 725 427
Balance in the Statement of Profit
and Loss carried forward 16,921 9,374
2. Operations
The Turnover of the Company decreased by approximately 2% and stood at
Rs, 105,124 million as compared to Rs, 106,783 million in the previous
year. The Company's Profit from Operations for the year ended 30th
September, 2015 was Rs, 7,605 million as compared to Rs, 3,652 million
in the previous year.
The Profit after Tax for the year ended 30th September, 2015 was Rs,
11,833 million, compared to Rs, 6,032 million during FY 2013-14.
3. Dividend
The Board of Directors recommend a Dividend of Rs,6 per equity share
and a Special Dividend of Rs,4 per equity share (in view of the large
exceptional income during the FY 2014-15) having face value of Rs, 2
each. This Dividend is subject to the approval of the Members at the
58th Annual General Meeting of the Company. In the previous year, the
Company paid a Dividend of Rs, 6 per equity share of Rs, 2 each.
4. Divestment
Sale and Transfer of Metals Technologies Business (MT Business) of the
Company
Pursuant to the approval granted by the Members by way of Postal Ballot
on 15th December, 2014, MT Business of the Company was sold and
transferred as a going concern on a Slump Sale basis to VAI Metals
Technologies Private Limited ("VAI"), the then subsidiary of Siemens
VAI Metals Technologies GmbH, Germany, with effect from the close of
business hours on 31st December, 2014, for a consideration ofRs, 10,233
million and recorded a gain of Rs, 7,120 million, which forms part of
exceptional items.
5. Subsidiary company
Siemens Rail Automation Private Limited (SRAPL) became a wholly-owned
subsidiary of the Company with effect from 1st October, 2014. SRAPL is
a non-material and non-listed subsidiary of the Company pursuant to
Clause 49 of the Listing Agreement. SRAPL is engaged in the business of
manufacture, supply, design, installation and commissioning of Railway
Signaling equipment consisting of trackside and on board equipment.
Your Company has obtained a certificate from the Statutory Auditors
certifying that the Company is in compliance with the Foreign Exchange
Management (Transfer or issue of security by a person resident outside
India) Regulations, 2000 with respect to the downstream investments
made in SRAPL during the year.
A summary of performance of SRAPL is provided below.
The Turnover of SRAPL decreased by approximately 3% and stood at Rs,
577 million as compared to Rs, 591 million in the previous year and
Loss from Operations for the year ended 30th September, 2015 was Rs, 1
5 million as compared to Profit from Operations of Rs, 43 million in
the previous year.
SRAPL has reported Loss after Tax for the year ended 30th September,
2015 of Rs,19 million as compared to Profit after Tax of Rs, 15 million
during FY 2013-14.
The Company does not have any joint venture or associate companies
during the year.
Pursuant to the provisions of Section 129 (3) of the Companies Act,
2013 ("Act"), a statement containing salient features of financial
statements of SRAPL in the prescribed Form AOC-1 is provided in
Annexure I forming part of this Report. The Audited Financial
Statements of SRAPL are available on the Company's website at
www.siemens.co.in/en/index/investor/financials-of-our-subsidiaries.htm
and the same are also available for inspection at the Registered Office
of the Company as per the details mentioned in Notice of the 58th
Annual General Meeting. Your Company will also make available these
documents upon request by any Member of the Company interested in
obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the
Report of Auditors' thereon forms part of this Annual Report.
6. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information as required to be given under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided
in Annexure II forming part of this Report.
7. Business Responsibility Report
Pursuant to Clause 55 of the Listing Agreement entered into with the
Stock Exchanges (''Listing Agreement''), your Company is required to
include as part of the Annual Report, Business Responsibility Report
(BRR) which provides a suggested framework of a BRR, describing
initiatives taken by the Company from an environmental, social and
governance perspective.
As a Green Initiative, the complete BRR for the year FY 2014-15 has
been hosted on the Company's website, which can be accessed at
http://www.siemens.co.in/en/index/investor/annual_report.htm and
http://www.siemens.co.in/en/about_us/ index/sustainability.htm
Any Member interested in obtaining a copy of BRR may write to the
Company Secretary of the Company.
8. Corporate Governance
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management's Discussion
and Analysis, which forms part of this Report as Annexure III.
As required by Clause 49 (X) of the Listing Agreement, a detailed
report on Corporate Governance along with the Auditor's Certificate
thereon, forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure
V.
9. Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Act read with the Rules framed there under and
Clause 49 of the Listing Agreement. The details relating to the same
are given in the Report on Corporate Governance forming part of this
Report. The recommendations of the Audit Committee were duly approved
and accepted by the Board of Directors.
10. Directors and Key Managerial Personnel
The Board of Directors offers its deep condolence for the sad demise of
Mr. Narendra J. Jhaveri (DIN: 00198912), who passed away on 6th June,
2015, peacefully in his sleep. Mr. Jhaveri, 79, was a Member
(Independent Director) of the Board of Directors of the Company since
November 2000. Mr. Jhaveri's visionary foresight and business acumen
had helped to steer the Company in the right direction. His legacy
shall continue to guide the Company in the future as well.
At 58th Annual General Meeting, Mr. Johannes Apitzsch (DIN: 05259354)
retires by rotation and being eligible, offers himself for
re-appointment.
The resolution for the above re-appointment along with the brief
profile forms part of the Notice of the 58th Annual General Meeting and
the resolution for his re-appointment is recommended for your approval.
The Members at the 57th Annual General Meeting held on 30th January,
2015, appointed Independent Directors for the Company viz. Mr. Deepak
S. Parekh (DIN: 00009078), Mr. Yezdi H. Malegam (DIN: 00092017), Mr.
Darius C. Shroff (DIN: 00170680), Mr. Narendra J. Jhaveri (DIN:
00198912), Mr. Keki B. Dadiseth (DIN: 00052165) and Mr. Pradip V. Nayak
(DIN: 00032403) as Independent Directors for a term of five years as
per requirements of the Act.
The abovenamed Independent Directors except Late Mr. Narendra J.
Jhaveri have furnished declarations to the Company under Section 149(7)
of the Act, confirming that they meet the criteria prescribed for
independent directors under Section 149(6) of the Act as well as Clause
49(II)(B) of the Listing Agreement.
Mr. Sunil Mathur, Managing Director and Chief Executive Officer (DIN:
02261944), Mr. Christian Rummel, Executive Director and Chief Financial
Officer (DIN: 01992982) and Mr. Ketan Thaker, Company Secretary, are
the Key Managerial Personnel of the Company as on the date of this
Report.
11. Board Meetings
During the financial year ended 30th September, 2015, five meetings of
the Board of Directors were held. The details of the attendance of
Directors at the Board Meetings are mentioned in the Corporate
Governance Report annexed hereto.
12. Annual evaluation of Board, its Committees and individual
Directors
The details of the Annual evaluation of Board, its Committees and
individual Directors are mentioned in the Corporate Governance Report.
13. Corporate Social Responsibility
The Company has always endeavored to be an integral part of the society
for more than 5 decades - as an employer, customer, investor, vendor
and corporate citizen. The initiatives in the social sphere, generally
known as Corporate Social Responsibility, are referred to as Corporate
Citizenship in the Company. Corporate Citizenship is the Company's
contribution to sustainable communities and are built on the Company's
Values of being Responsible, Excellent and Innovative. The Company
considers it as its economic, environmental and social responsibility
to foster sustainable local development as well as add value to the
local economy in which it operates.
Further, in accordance with the provisions of Section 135 of the Act
and Rules framed there under, the Company has constituted a Corporate
Social Responsibility ("CSR") Committee of Directors comprising of Mr.
Deepak Parekh (Chairman), Ms. Mariel von Schumann, Mr. Sunil Mathur and
Mr. Christian Rummel. The Committee on a regular basis reviews and
monitors the CSR projects and expenditure undertaken by the Company.
The Company has implemented CSR projects directly and / or through
implementing partners. The Company's initiatives towards sustainable
communities have been addressed under the areas of enhancing living
conditions, skill development, technical education, healthcare and
sanitation and conservation of water. The details of such initiatives,
CSR spend, CSR Policy, etc., have been provided as Annexure VI to this
Report, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
14. Remuneration Policy
The details of the Remuneration Policy are mentioned in the Corporate
Governance Report.
A Statement of Disclosure of Remuneration pursuant to Section 197 of
the Act read with Rule 5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided as Annexure VII
forming part of this Report.
15. Extracts of Annual Return
The extracts of Annual Return in Form MGT-9 as required under Section
92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 forms part of this Report as Annexure VIII.
16. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties
referred to in Section 188(1) of the Act in the prescribed Form AOC -
2, is provided as Annexure IX forming part of this Report.
17. Particulars of Loans, Guarantees or Investments
A statement providing particulars of Loans, Guarantees or Investments
under Section 186 of the Act is provided as Annexure X forming part of
this Report.
18. Vigil Mechanism
As per the provisions of Section 177(9) of the Act, the Company is
required to establish an effective Vigil Mechanism for Directors and
employees to report genuine concerns. The Company has a Policy for
Prevention, Detection and Investigation of Frauds and Protection of
Whistleblowers ("Whistleblower Policy") in place and the details of the
Whistleblower Policy are provided in the Report on Corporate Governance
forming part of this Report. The Company has disclosed information
about the establishment of the Whistleblower Policy on its website
http://www.siemens.co.in/pool/investor_relations/whistleblower-
policy---oct-2014--01.pdf
19. Risk Management Policy
Siemens Enterprise Risk Management (ERM) is a company-wide framework of
methods and processes used to identify, assess, monitor and mitigate
risks and seize opportunities related to achievement of Siemens
business objectives. The Siemens ERM approach is based on the globally
accepted "The Committee of Sponsoring Organizations of the Treadway
Commission" ("COSO") framework i.e. "ERM - Integrated Framework". The
COSO framework provides a generic concept which has been customized to
reflect Company's requirements.
Major risks identified by the business Divisions and Corporate
Departments are systematically addressed through mitigating actions on
a continuing basis. During the financial year under review, the Company
has set up a Risk Management Committee (RMC) in accordance with the
requirements of the Listing Agreement, inter alia, to monitor the risks
and their mitigating actions. The Board of Directors of the Company
also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are given in the Management's
Discussion and Analysis, which forms part of this Report.
20. Directors' Responsibility Statement
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the
Act, the Directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual Financial Statements for the
year ended 30th September, 2015, the applicable accounting standards
have been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies have been selected and applied
consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30th September, 2015 and of the profit
of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a going
concern basis;
e) that proper internal financial controls are in place and that such
internal financial controls were adequate and were operating
effectively;
f) that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and are adequate and operating
effectively.
21. Reporting of frauds
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act and Rules framed there under
either to the Company or to the Central Government.
22. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
23. Amount, if any, proposed to be transferred to Reserves
The Company has made no transfers to Reserves during the financial year
2014-1 5.
24. Employees:
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels.
The information on employees particulars as required under Section 197
(12) of the Act read with Rule 5 (2) and 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure forming part of the Report. In terms of
Section 136 of the Act, the Report and Financial Statements are being
sent to the Members and others entitled thereto, excluding aforesaid
Annexure. The said information is available for inspection by the
Members at the Registered Office of the Company as per the details
mentioned in the Notice of the 58th Annual General Meeting on any
working day of the Company up to the date of the 58th Annual General
Meeting. Any Member interested in obtaining a copy of the same may
write to the Company Secretary of the Company.
25. Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Policy on Prevention of Sexual Harassment at
Workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed there under and Internal Complaints Committee has also
been set up to redress complaints received regarding sexual harassment.
During the year, no complaint with allegations of sexual harassment was
received by the Company.
26. Statutory Auditors
Pursuant to provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, Messrs S R B C & CO LLP,
Chartered Accountants (Firm Registration No. 324982E), were appointed
as Statutory Auditors of the Company for a term of four years, to hold
office from the conclusion of 57th Annual General Meeting held on 30th
January, 2015, until the conclusion of 61st Annual General Meeting,
subject to ratification of their appointment at every subsequent Annual
General Meeting.
A certificate from them has been received to the effect that their
appointment as Statutory Auditors of the Company, if ratified at
ensuing Annual General Meeting, would be according to the terms and
conditions prescribed under Section 139 of the Act and Rules framed
there under.
A resolution seeking ratification of their appointment, forms part of
the Notice convening the 58th Annual General Meeting and the same is
recommended for your consideration and approval.
27. Cost Auditors
In terms of the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors, on the recommendation of the Audit Committee, have appointed
Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No.
7464), as Cost Auditors of the Company, for the financial year ending
30th September, 2016, at a remuneration as mentioned in the Notice
convening the 58th Annual General Meeting for conducting the audit of
the cost records maintained by the Company for the various products as
mandated by the Central Government, pursuant to its order dated 30th
June, 2014 and any amendments thereof, subject to the approval of the
Members on the remuneration to be paid to the Cost Auditor.
A certificate from them has been received to the effect that their
appointment as Cost Auditors of the Company, if made, would be in
accordance with the limits specified under Section 141 of the Act and
Rules framed there under.
A resolution seeking Member's ratification for the remuneration payable
to Cost Auditors forms part of the Notice of the 58th Annual General
Meeting of the Company and same is recommended for your consideration
and approval.
The Company had filed the Cost Audit Report for FY 2013-14 on 9th
March, 2015, which is within the time limit prescribed under the
Companies (Cost Audit Report) Rules, 2011.
28. Secretarial Audit
Pursuant to provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed Messer Parikh Parekh & Associates,
Practicing Company Secretaries (C.P.No.1228), for conducting the
Secretarial Audit of the Company for the financial year ended 30th
September, 2015. The Secretarial Audit Report is provided as Annexure
XI to this Report.
29. Material changes and commitment, if any, affecting financial
position of the Company from the end of financial year and till the
date of this Report
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the Financial Year of the Company to which the Financial
Statements relate and the date of this Report.
30. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and
operations of the Company in future.
31. Acknowledgements
The Board of Directors take this opportunity to thank Siemens AG - the
Parent Company, customers, members, suppliers, bankers, business
partners / associates and Central and State Governments for their
consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Limited
Deepak S. Parekh
Chairman
DIN : 00009078
Mumbai
Friday, 27th November, 2015
Sep 30, 2014
Dear Members,
The Directors have pleasure in presenting the 57th Annual Report of
your Company and the Audited Financial Statements for the year ended
30th September, 2014.
The Ministry of Corporate Affairs vide Circular No. 08/2014 dated 4th
April, 2014 clarified that the financial statements and the documents
required to be attached thereto, the auditor''s and directors'' report in
respect of the financial year under reference shall continue to be
governed by the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
The Company has accordingly prepared Balance Sheet, Statement of Profit
and Loss, the schedules and notes thereto and the Directors'' Report in
accordance with the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
1. Financial Performance
Rs. in Million
2013-141 2012-13
Turnover 1,06,626 1,13,526
Less: Expenses 1,02,974 1,11,822
Profit from operations before other
income and finance costs 3,652 1,705
Add: Other income 1039 345
Less: Finance costs 82 189
Profit before exceptional items and tax 4,609 1,861
Add: Exceptional items 3,827 325
Profit before tax 8,436 2,186
Less: Tax 2,404 246
Profit for the year 6,032 1,940
Balance in the Statement of Profit and
Loss brought forward 5,906 6,110
Addition in the Statement of Profit
and Loss due to the amalgamation of companies - 134
Amount available for appropriation 11,938 8,184
Appropriations:
Transfer to general reserve - 194
Proposed dividend 2,137 1,781
Tax on proposed dividend 427 303
Balance in the Statement of Profit and
Loss carried forward 9,374 5,906
2. Operations
The Turnover of the Company decreased by approximately 6% and stood at
Rs. 106,626 million as compared to Rs. 113,526 million in the previous
year. The Company''s Profit from Operations for the year ended 30th
September, 2014 was Rs. 3,652 million as compared to Rs. 1,705 million
in the corresponding period of the previous year.
The Profit after Tax was Rs. 6,032 million, compared to Rs. 1,940
million during 2012-13.
In line with Siemens Global strategic re-alignment, the Company''s
businesses have with effect from 1st October, 2014 been classified into
eight new ''Divisions'' namely Power and Gas, Power Generation Services,
Energy Management, Building Technologies, Mobility, Process Industries
& Drives, Digital Factory and Healthcare.
3. Dividend
The Board of Directors recommends a dividend of Rs. 6 per Equity Share
of Rs. 2 each. This dividend is subject to the approval of the Members
at the forthcoming Annual General Meeting. In the previous year, the
Company paid a dividend of Rs. 5 per Equity Share of Rs. 2 each.
4. Divestment
Sale and transfer of Metals Technologies business of the Company
The Company''s parent company, Siemens Aktiengesellschaft, Germany
("SAG") has: (a) entered into an agreement with Mitsubishi-Hitachi
Metals Machinery, Inc. ("MHMM") and Mitsubishi Heavy Industries ("MHI")
for setting up a Joint Venture ("JV Co.") to operate in the business of
metallurgical industry as a complete provider of plant, products and
services for the iron, steel and aluminum industry ("MT Business"); and
(b) pursuant to the aforementioned agreement the parties to such
Agreement have agreed to transfer their existing MT Businesses
including the MT Business of the Siemens group worldwide (including the
MT Business of Siemens Limited) to the JV Co. According to the
agreement, MHMM will hold a 51% and SAG a 49% stake in the JV Co.
The Board of Directors of the Company at its meeting held on 3rd June,
2014 approved in principle the sale and transfer of the Metals
Technologies business of the Company to a designated entity subject to
such terms and conditions as may be decided later on.
The Company accordingly vide its notice dated 8th November, 2014 has
proposed the sale and transfer of its Metals Technologies business to a
subsidiary (which is being incorporated) of Siemens VAI Metals
Technologies GmbH, Germany, with effect from the close of business
hours on 31st December, 2014 for a consideration of Rs. 10,232.7
million. The voting upon the said resolution is currently underway and
shall end on 12th December, 2014 and thereafter the results would be
announced.
5. Subsidiary company
The Board of Directors at its meeting held on 30th January, 2014
approved, subject to the necessary approvals, the acquisition of 100%
equity shares of Siemens Rail Automation Pvt. Ltd. (SRAPL) from Siemens
International Holding BV, Netherlands (99.99%) and Siemens AG (0.01%)
for a consideration of Rs. 550 million. SRAPL is engaged in the
business of manufacture, supply, design, installation and commissioning
of Railway Signaling equipments consisting of trackside and on board
equipment.
Post acquisition, SRAPL became a wholly owned subsidiary of the Company
with effect from 1st October, 2014.
6. Foreign Exchange Earnings and Expenditure
Details of foreign exchange earnings and expenditure have been given
under the Notes to the Accounts.
7. Conservation of Energy and Technology Absorption
Information in terms of Section 217(1)(e) of the Companies Act, 1956,
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, is given as Annexure I to this Report.
8. Corporate Governance
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management''s Discussion
and Analysis, which forms part of this Report as Annexure II.
Your Company observes high standards of corporate governance in all
areas of its functioning with strong emphasis on transparency,
integrity and accountability. As required by Clause 49 VI of the
Listing Agreement, a detailed report on Corporate Governance alongwith
the Auditor''s Certificate thereon forms part of this Report as Annexure
III.
General Shareholder Information forms part of this Report as Annexure
IV.
9. Business Responsibility Report
Pursuant to Clause 55 of the Listing agreement entered into with the
Stock Exchanges, your Company is required to include as part of the
Annual Report, Business Responsibility Report (BRR) which provides a
suggested framework of a BRR, describing initiatives taken by the
company from an environmental, social and governance perspective.
As a Green Initiative, the full BRR for the year 2014 has been hosted
on the Company''s website, which can be accessed at
http://www.siemens.co.in/en/index/investor/annual report.htm and
http://www.siemens.co.in/en/about us/index/sustainability.htm Any
Member interested in obtaining a copy of BRR may write to the Company
Secretary of the Company.
10. Employees
Your Directors place on record their deep appreciation of the
contribution made by the employees of the Company at all levels.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this
Report and Financial Statement are being sent to all the Members of the
Company, excluding the Statement of Particulars of Employees. Any
Member interested in obtaining a copy of the said Statement may write
to the Company Secretary of the Company.
11. Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that, to the best of their knowledge and
belief:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
b. appropriate accounting policies have been selected and applied
consistently and such judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30th September, 2014 and of the profit
of the Company for the year ended on that date;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. the annual accounts have been prepared on a going concern basis.
12. Directors
Mr. Christian Rummel has been appointed as an Additional Director as
well as Executive Director and Chief Financial Officer of the Company
with effect from 1st February, 2014. The terms and conditions of his
appointment, including his remuneration, are subject to the approval of
Members and Central Government. As per provisions of Section 161 of the
Companies Act, 2013 and Article 104(b) of the Articles of Association
of the Company, Mr. Rummel holds office upto the date of the
forthcoming 57th Annual General Meeting and is eligible for
appointment. Notice under Section 160 of the Companies Act, 2013 has
been received from a member signifying her intention to propose the
appointment of Mr. Rummel as Director of the Company.
At the ensuing Annual General Meeting, Mr. Joe Kaeser, Mr. Yezdi
Malegam and Mr. Darius Shroff retire by rotation and being eligible,
offer themselves for re-appointment.
Pursuant to Companies Act, 2013 and Clause 49 of the Listing Agreement,
Mr. Deepak S. Parekh, Mr. Yezdi Malegam, Mr. Darius Shroff, Mr.
Narendra Jhaveri, Mr. Keki Dadiseth and Mr. Pradip Nayak are proposed
to be appointed as Independent Directors for a period of 5 years from
the date of the Annual General Meeting i.e. 30th January, 2015 and
shall not be liable to retire by rotation.
The above appointments and re-appointments form part of the Notice of
the 57th Annual General Meeting and the respective Resolutions are
recommended for your approval.
Profiles of these Directors, as required under Clause 49 of the Listing
Agreement, are given in the Notice of the 57th Annual General Meeting.
13. Auditors
The present Auditors of the Company, Messrs S.R. Batliboi & Associates
LLP, Chartered Accountants, have expressed their unwillingness to be
re-appointed as Auditors of the Company upon their retirement at the
forthcoming Annual General Meeting. The Board of Directors, on
recommendation of the Audit Committee, recommends the appointment of
Messrs S R B C & Co. LLP, Chartered Accountants (Firm Registration No.
324982E), as the Statutory Auditors of the Company from the conclusion
of 57th Annual General Meeting (subject to ratification by the Members
every year in the Annual General Meeting) until the conclusion of 61st
Annual General Meeting of the Company. A certificate from them has been
received to the effect that their appointment as Statutory Auditors of
the Company, if made, would be according to the terms and conditions
prescribed under Sections 139 and 141 of the Companies Act, 2013 and
rules framed thereunder. Messrs S R B C & Co. LLP and Messrs S. R.
Batliboi & Associates LLP belong to the same network of audit firms.
14. Fixed deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
15. Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, has
appointed Messrs R. Nanabhoy & Co., Cost Accountants, as Cost Auditors
of the Company, for the Financial Year 2014-15, for conducting the
audit of the cost records maintained by the Company for the various
products as mandated by the Central Government, pursuant to its order
dated 30th June, 2014 and any amendments thereof, subject to the
approval of the Members on the remuneration to be paid to the Cost
Auditor. A certificate from them has been received to the effect that
their appointment as Cost Auditors of the Company, if made, would be in
accordance with the limits specified under of Section 141 of the
Companies Act, 2013 and rules framed thereunder. The Company had filed
the Cost Audit Report for FY 2012-13 on 6th March, 2014, which is
within the time limit prescribed under the Companies (Cost Audit
Report) Rules, 2011.
16. Acknowledgements
The Board of Directors take this opportunity to thank Siemens AG - the
parent company, customers, members, suppliers, bankers, business
partners / associates and Central and State Governments for their
consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Ltd.
Deepak S. Parekh
Chairman
Mumbai
Tuesday, 25th November, 2014
Sep 30, 2013
Dear Members,
The Directors have pleasure in presenting the 56th Annual Report of
your Company and the Audited Accounts for the year ended 30th
September, 2013.
1. Financial Performance
Rs.in Million
2012-13 2011-12
Turnover 113,526 129,199
Profit before exceptional items,
prior period items and tax 1,861 7,208
Add: Exceptional Items 325 (1,200)
Add: Prior Period Items (799)
Profit before Tax 2,186 5,209
Less: Tax 246 1,777
Net Profit after Tax 1,940 3,432
Balance in the Statement of Profit
and Loss brought forward 6,110 4,771
Addition in the Statement of Profit and
Loss due to the amalgamation of
companies 1.34 705
Amount available for appropriation 8,184 8,908
Appropriations:
General Reserve 194 343
Proposed Dividend 1,781 2,112
Dividend Distribution Tax 303 343
Balance in the Statement of Profit
and Loss carried forward 5,906 6,110
2. Operations
The Turnover of the Company decreased by approximately 12% and stood at
Rs. 113,526 million as compared to Rs. 129,199 million in the previous
year. The Company''s Profit from Operations for the year ended 30th
September, 2013 was Rs. 1, 705 million as compared to Rs. 6,903 million in
the corresponding period of the previous year.
The Profit after Tax was Rs. 1,940 million, compared toRs. 3,432 million
during 2011-12.
3. Dividend
The Board of Directors recommends a dividend of Rs.5 per Equity Share of
Rs. 2 each. This dividend is subject to the approval of the Members at
the forthcoming Annual General Meeting. In the previous year, the
Company paid a dividend of Rs. 6 per Equity Share of Rs. 2 each.
4. Amalgamations and Divestment
a. Amalgamation of Siemens Power Engineering Pvt. Ltd. (SPEL) and
Winergy Drive Systems India Pvt. Ltd. (Winergy) with the Company
Key details of the aforesaid amalgamations are summarised as follows:
Particulars SPEL Winergy
High Court Order date Bombay : 2nd November, 2012 Bombay : 22nd March,
2013
Punjab & Haryana : 23rd November, 2012 Madras: 18th February, 201
Appointed Date 1s''October, 2011 1st October, 2012
Effective Date 1s''January, 2013 31s''March, 2013
Share Exchange Ratio 6 Equity Shares of Rs. 2 each of the Company 1
Equity Share of Rs. 2 each of the Company for every 13 Equity Shares of Rs.
10 each of for every 72 Equity Shares of Rs. 10 each of
SPEL winergy
Equity Shares issued 3,461,538 to Siemens Aktiengesellschaft, 625,139
to Siemens Aktiengesellschaft, Germany
Date of Allotment of 5th February, 2013 24th May, 2013 new Equity
shares
b. Sale and transfer of Postal and Parcel Logistics Technologies &
Airport Logistics Technologies businesses (LAS business)
Pursuant to the approval granted by the Members by way of Postal Ballot
on 18th September, 2013, the LAS business of the Company was sold and
transferred as a going concern on a slump sale basis to Siemens Postal
Parcel & Airport Logistics Pvt. Ltd., a new 100% subsidiary of Siemens
Aktiengesellschaft, Germany with effect from the close of business
hours of 30th September, 2013, for a consideration of Rs. 1,285 million
and recorded profit of Rs. 1,146 million, which forms part of exceptional
items.
5. Share capital
During the year under review, the paid-up share capital of the Company
increased from 340,295,025 Equity shares of Rs. 2 each (FY 2011 -12) to
356,119,885 Equity shares of Rs. 2 each (FY 2012-13). The following are
the details of the Equity shares issued and allotted during FY 2012-13:
Particulars No. of Equity Date of Allotment shares of the Face value of
Rs. 2 each
Amalgamation of Siemens VAI Metals Technologies Pvt. Ltd. and Morgan
11,738,108 13.10.2012 Construction Company India Pvt. Ltd. with the
Company Settlement of a Disputed case 75 01.02.2013 Amalgamation of
Siemens Power Engineering Pvt. Ltd. with the Company 3,461,538
05.02.2013 Amalgamation of Winergy Drive Systems India Pvt. Ltd. with
the Company 625,139 24.05.2013
Total 15,824,860
The aforesaid 15,824,860 new Equity shares of Rs. 2 each rank pari passu
in all respects with the existing Equity shares of the Company and
shall be entitled for full amount of Dividend for the year ended 30th
September, 2013, if declared by the Members at the forthcoming 56th
Annual General Meeting. The said Equity shares have been listed on BSE
Ltd. and National Stock Exchange of India Ltd.
6. Subsidiary company:
The Company has no subsidiary during the year.
7. Foreign Exchange Earnings and Expenditure
Details of foreign exchange earnings and expenditure have been given
under the Notes to the Accounts.
8. Conservation of Energy and Technology Absorption
Information in terms of Section 217(1)(e)of the Companies Act, 1956,
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, is given as Annexure I to this Report.
9. Corporate Governance
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management''s Discussion
and Analysis, which forms part of this Report as Annexure II.
Your Company observes high standards of corporate governance in all
areas of its functioning with strong emphasis on transparency,
integrity and accountability. As required by Clause 49 VI of the
Listing Agreement, a detailed report on Corporate Governance alongwith
the Auditors'' Certificate thereon forms part of this Report as Annexure
III.
General Shareholder Information forms part of this Report as Annexure
IV.
10. Business Responsibility Report
SEBI, vide its circular CIR/CFD/DIL/8/2012 dated 13th August, 2012,
mandated inclusion of Business Responsibility Report (BRR) as part of
the Annual Report for top 100 listed entities based on their market
capitalisation on BSE Limited and National Stock Exchange of India
Limited, as on 31st March, 2012. Clause 55 of the Listing agreement
with the Stock Exchanges introduced in this regard, provides a
suggested framework of a BRR, describing initiatives taken by the
company from an environmental, social and governance perspective.
As a Green Initiative, we have hosted our full BRR for the year 2013 on
our website, which can be accessed at http://www.siemens.co.in/en/about
us/index/sustainability.htmand
http://www.siemens.co.in/en/index/investor/annual report.htm
Any Member interested in obtaining a copy of BRR may write to the
Company Secretary of the Company.
11. Employees
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, this
Report and Accounts are being sent to all the Members of the Company,
excluding the Statement of Particulars of Employees. Any Member
interested in obtaining a copy of the said Statement may write to the
Company Secretary of the Company.
12. Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that, to the best of their knowledge and
belief:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
b. appropriate accounting policies have been selected and applied
consistently and such judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30th September, 2013 and of the profit
of the Company for the year ended on that date;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. the annual accounts have been prepared on a going concern basis.
13. Directors
Mr. Johannes Apitzsch automatically ceased to be an Alternate Director
for Dr. Roland Busch with effect from 30th January, 2013 since Dr.
Busch had visited the State of Maharashtra, where the Board Meetings of
the Company are ordinarily held. Mr. Apitzsch was re-appointed as an
Alternate Director for Dr. Busch with effect from 31st January, 2013.
Further, Mr. Apitzsch ceased to be an Alternate Director for Dr. Busch
with effect from the close of business hours of 22nd November, 2013.
Ms. Mariel von Drathen and Mr. Johannes Apitzsch have been appointed as
Additional Directors of the Company with effect from 2nd August, 2013
and 23rd November, 2013, respectively. As per provisions of Section 161
of the Companies Act, 2013 and Article 104(b) of the Articles of
Association of the Company, Ms. von Drathen and Mr. Apitzsch, hold
office upto the date of the forthcoming 56th Annual General Meeting and
are eligible for appointment. Notices under Section 257 of the
Companies Act, 1956 have been received from a member signifying her
intention to propose the appointment of Ms. von Drathen and Mr.
Apitzsch as Directors of the Company.
Dr. Armin Bruck, on completion of his term, will cease to be the
Managing Director & Chief Executive Officer (MD & CEO) and Director of
the Company with effect from the close of business hours of 31st
December, 2013. The Board places on record its appreciation for the
services rendered by Dr. Bruck during his tenure with the Company.
Mr. Sunil Mathur was re-appointed as an Executive Director & Chief
Financial Officer (ED & CFO) for a term of five years with effect from
22nd July, 2013. The Board of Directors at its meeting held on 25th
October, 2013 appointed Mr. Mathur as the MD & CEO for a term of five
years with effect from 1st January, 2014. Consequent to his appointment
as MD & CEO, Mr. Mathur''s tenure as ED & CFO was revised for a period
from 22nd July, 2013 to 31st December, 2013. The terms and conditions
of Mr. Mathur''s re-appointment as ED & CFO and appointment as MD & CEO,
including his remuneration, are subject to approval of the Members.
At the Annual General Meeting, Mr. Deepak S. Parekh, Mr. Keki B.
Dadiseth and Mr. Pradip V. Nayak retire by rotation and being eligible,
offer themselves for re-appointment.
The above appointments and re-appointments forms part of the Notice of
the 56th Annual General Meeting to be held on 30th January, 2014 and
the respective Resolutions are recommended for your approval.
Profiles of these Directors, as required under Clause 49 of the Listing
Agreement, are given in the Notice of the Annual General Meeting.
14. Auditors
Messrs S.R. Batliboi & Associates LLP, Chartered Accountants, retire as
the Statutory Auditors of the Company at the ensuing Annual General
Meeting and offer themselves for re-appointment. A certificate from
them has been received to the effect that their re-appointment as
Statutory Auditors of the Company, if made, would be within the limits
prescribed under Section 224(1 B) of the Companies Act, 1956.
15. Fixed deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
16. Cost Auditors
The Board of Directors have appointed Messrs R. Nanabhoy & Co., Cost
Accountants, for the Financial Year 2013-14, for conducting the audit
of the cost accounts maintained by the Company for the various products
mandated by the Central Government, pursuant to its order No
52/26/CAB-2010 dated 6th November 2012, subject to the approval of the
Central Government. The Company had filed the Cost Audit Report for FY
2011-12 on 21st March, 2013, which is within the time limit prescribed
under the Companies (Cost Audit Report) Rules, 2011.
17. Acknowledgements
The Board of Directors take this opportunity to thank Siemens AG - the
parent company, customers, members, suppliers, bankers, business
partners / associates and Central and State Governments for their
consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Ltd.
Deepak S. Parekh
Chairman
Mumbai
Friday, 22nd November, 2013
Sep 30, 2010
The Directors have pleasure in presenting the 53rd Annual Report of
your Company and the Audited Accounts for the year ended on 30th
September, 2010.
1. Financial Performance
Rs. in Million
2009-10 2008-09 Growth %
Turnover 93,152.41 83,887.75 11.04
Profit before Tax and Exceptional
Income 12,587.48 12,259.13 2.68
Add: Exceptional Income
Profit on sale of Investments
in Subsidiaries - 2,059.46
Profit before Tax 12,587.48 14,318.59 (12.09)
Less: Tax 4,315.36 3,870.08
Net Profit afiter Tax 8,272.12 10,448.51 (20.83)
Balance of Profit and Loss account
of Flender Ltd. 745.69 --
(amalgamated)
Amount available for appropriation 9,017.81 10,448.51 (13.69)
Appropriations:
General Reserve 7,052.01 8,476.21
Proposed Dividend 1,685.80 1,685.80
Dividend Distribution Tax 279.99 286.50
2. Operations
The Turnover of the Company increased by approximately 11% and stood at
Rs.93,152 million as compared Rs.83,888 million in the previous year. The
Companys Profit from Operations for the year ended 30th September, 2010
increased by 26% to Rs.11,917 million as compared to Rs.9,454 million in
the corresponding period of the previous year. While all the
businesses contributed to the growth, the key drivers were Power
Transmission, Industry Solutions, Mobility and Drives Technologies
business.
The PAT wasRs.8,272 million, compared toRs. 10,449 million during Financial
Year 2008-09.
3. Dividend
The Board of Directors recommends a dividend of Rs.5 per Equity Share of
Rs.2 each. This dividend is subject to the approval of the Members at the
forthcoming 53rd Annual General Meeting to be held on 28th January,
2011.
In the previous year, the Company paid a dividend of Rs.5 per Equity
Share of Rs.2 each.
4. Managements Discussion and Analysis
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Managements Discussion
and Analysis, which forms part of this Report as Annexure II.
5. Amalgamations and Acquisitions
a. Amalgamation of Siemens Healthcare Diagnostics Ltd., Baroda (SHDL)
The Petition for the amalgamation of SHDL with the Company has been
admitted in the High Courts at Mumbai and Ahmedabad. Further, the
approval for the amalgamation of SHDL with the Company is at different
stages of the regulatory process. The "Appointed Date" fxed for the
amalgamation is 1st October, 2009.
b. Amalgamation of Siemens Rolling Stock Pvt. Ltd., Mumbai (SRSPL)
The Board of Directors approved the proposal for the amalgamation of
its wholly owned subsidiary, SRSPL with the Company and the petition
has already been admitted in the Bombay High Court. The "Appointed
Date" has been fxed as 1st October, 2009. The amalgamation is subject
to all the necessary statutory / regulatory approvals and the Bombay
High Court.
c. Amalgamation of Flender Ltd., Kolkata
The Honble High Court of Calcutta vide its Order dated 16th March,
2010 sanctioned the Scheme of Amalgamation of Flender Ltd., a wholly
owned subsidiary of the Company, with the Company. The "Appointed Date"
is 1st October, 2009. Thus, with effect from 1st October, 2009, Flender
Ltd., stands amalgamated with the Company and its entire business and
undertaking gets transferred to and vested in the Company. The fnal
hearing for the dissolution of Flender Ltd., without winding up is
pending in the Calcutta High Court.
d. (i) Acquisition of balance 13.85% stake in Siemens Building
Technologies Pvt. Ltd., Chennai (SBTPL)
The Company on 8th January, 2010 acquired the balance 13.85% stake in
SBTPL, comprising of 517,209 Equity Shares of Rs.10 each, from the
Promoters of SBTPL for a consideration of Rs.702.51 million. With this
acquisition, SBTPL became a wholly owned subsidiary of the Company.
(ii) Amalgamation of SBTPL and Vista Security Technics Pvt. Ltd.,
Chennai (Vista)
The Honble High Court of Judicature at Madras vide its Order dated 3rd
September, 2010 read with Order dated 5th October, 2010 sanctioned the
Scheme of Amalgamation of our wholly owned subsidiaries i.e. SBTPL
and Vista (a wholly owned subsidiary of SBTPL), with the Company. With
effect from 1st October, 2010 (Appointed Date), SBTPL and Vista stands
amalgamated with the Company and the legal entity of SBTPL and Vista
stands dissolved without winding up. Further, the entire business and
undertaking of SBTPL and Vista gets transferred to and in the name of
the Company.
6. Subsidiary companies
a. Siemens Rolling Stock Pvt. Ltd., Mumbai (SRSPL) - a 100% subsidiary
SRSPL is engaged in the manufacture of Railway Rolling Stock. For the
year ended on 30th September, 2010, SRSPL reported a Total Income of Rs.
108.55 million and a Net Loss of Rs.212.90 million.
b. Siemens Building Technologies Pvt. Ltd., Chennai (SBTPL) - a 100%
subsidiary
SBTPL is engaged in the Building Technologies business providing a
range of products and services comprising of building automation
systems, fre safety solutions, security solutions, etc. SBTPL recorded
a Total Income of Rs.3,108.66 million and a Net Profit of Rs.81.05 million
for the year ended on 30th September, 2010.
During the period under review, the SBT Group consisting of SBTPL,
Vista, iMetrex Technologies Pte Ltd., Singapore, and iMetrex
Technologies Ltd., Ireland, posted a consolidated Turnover of Rs.3,437
million and a Net Profit of Rs.77.35 million. Avenues (HongKong) Ltd.,
HongKong, has been deregistered and dissolved with effect from 30th
April, 2010. iMetrex Technologies Pte Ltd., Singapore has been
liquidated with effect from 21st September, 2010.
All the above companies are non-material and non-listed subsidiaries as
defined under Clause 49 of the Listing Agreement with the Stock
Exchanges.
The Company has obtained exemption from the Ministry of Corporate
Affairs, Government of India, New Delhi, under Section 212(8) of the
Companies Act, 1956, from annexing to this report, the Annual Reports
of the above subsidiary companies for the year ended on 30th September,
2010. However, if any Member of the Company or subsidiary companies so
desires, the Company will make available copies of Annual Accounts and
related information of the above subsidiary companies. The Annual
Accounts of the said subsidiaries are also available for inspection by
any investor at the Registered Offce of the Company and of the
subsidiary companies concerned between 10.00 a.m. and 12 noon on any
working day of the Company and of the respective subsidiary companies,
upto the date of the 53rd Annual General Meeting.
Consolidated Accounts
The Audited Consolidated Accounts, Auditors Report thereon and Cash
Flow Statement, comprising of Siemens Ltd. and its subsidiary
companies, form a part of this Annual Report. The Consolidated Accounts
have been prepared in accordance with the prescribed Accounting
Standards.
7. Foreign Exchange Earnings and Expenditure
Details of foreign exchange earnings and expenditure have been given
under the Notes to the Accounts.
8. Conservation of Energy and Technology Absorption
Information in terms of Section 217(1)(e) of the Companies Act, 1956,
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, is given as Annexure I to this Report.
9. Employees
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels. Our
industrial relations continue to be cordial.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this
Report and Accounts are being sent to all the Members of the Company,
excluding the Statement of Particulars of Employees. Any Member
interested in obtaining a copy of the said Statement may write to the
Company Secretary of the Company.
10. Corporate Governance
We adhere to the principles of Corporate Governance mandated by the
Securities and Exchange Board of India and have implemented all the
prescribed stipulations. As required by Clause 49 VI of the Listing
Agreement, a detailed report on Corporate Governance forms part of this
Report as Annexure III. The Auditors Certifcate on compliance with
Corporate Governance requirements by the Company is attached to the
Corporate Governance Report.
The Board of Directors have perused the Corporate Governance Voluntary
Guidelines 2009 issued by the Ministry of Corporate Affairs. Though
the Company has already adopted most of the recommendation of the
guidelines but recognises the importance of continuous assessment of
governance practices to create long term value for the stakeholders.
The Board would consider adopting the relevant provisions of the said
guidelines as and when deemed appropriate.
11. General Shareholder Information
General Shareholder Information forms part of this Report as Annexure
IV.
12. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confrm that, to the best of their knowledge and
belief:
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
2. appropriate accounting policies have been selected and applied
consistently and such judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30th September, 2010 and of the Profit
of the Company for the year ended on that date;
3. proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
4. the annual accounts have been prepared on a going concern basis.
13. Directors
Mr. Vijay V. Paranjape has been re-appointed as a Whole-time Director
of the Company for a further period of one year with effect from 1st
October, 2010. The terms and conditions of his re-appointment,
including his remuneration, are subject to approval of the Members.
At the 53rd Annual General Meeting, Mr. Keki Dadiseth, Mr. Pradip V.
Nayak and Mr. Darius C. Shroff retire by rotation and being eligible,
offer themselves for re-appointment.
The above re-appointments form part of the Notice of the forthcoming
53rd Annual General Meeting and the respective resolutions are
recommended for your approval.
Profiles of these Directors, as required under Clause 49 of the Listing
Agreement, are given in the Notice of the 53rd Annual General Meeting.
14. Auditors
Messrs S.R. Batliboi & Associates, Chartered Accountants, retire as the
Statutory Auditors of the Company at the ensuing Annual General Meeting
and offer themselves for re-appointment. A certifcate from them has
been received to the effect that their re-appointment as Statutory
Auditors of the Company, if made, would be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956.
15. Cost Auditors
The Board of Directors in pursuance to the Order issued by the Central
Government under Section 233B of the Companies Act, 1956, have
appointed Messrs R. Nanabhoy & Co., Cost Accountants for conducting the
audit of the cost accounting records maintained by the Company for the
product Electric Motors.
16. Acknowledgements
The Board of Directors take this opportunity to thank Siemens AG - the
parent company, customers, members, suppliers, bankers, business
partners / associates and Central and State Governments for their
consistent support and co-operation to the Company.
On behalf of the Board of Directors
For Siemens Ltd.
Deepak S. Parekh
Chairman
Mumbai
Wednesday, 24th November, 2010
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