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Siemens Directors Report, Siemens Reports by Directors
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Directors Report Year End : Sep '13    « Sep 12
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
Source : Dion Global Solutions Limited
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