The Directors have pleasure in presenting the 56th Annual Report of
your Company and the Audited Accounts for the year ended 30th
1. Financial Performance
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
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
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
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,
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
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
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
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
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
General Shareholder Information forms part of this Report as Annexure
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
Any Member interested in obtaining a copy of BRR may write to the
Company Secretary of the Company.
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
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.
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.
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
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.
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
Friday, 22nd November, 2013