Dear Members,
 
 The Directors have pleasure in presenting the 54th Annual Report of
 your Company and the Audited Accounts for the year ended on 30th
 September, 2011.
 
 1.  Financial Performance
 
                                                        Rs.in Million
 
                                      2010-11     2009-10      Growth %
 
 Turnover                          119,419.05   93,152.41       28.20
 
 Profit before Tax                  12,749.54   12,587.48        1.29
 
 Less: Tax                           4,295.28    4,315.36  
 
 Net Profit after Tax                8,454.26    8,272.12        2.20
 
 Balance of Profit and 
 Loss account brought 
 forward due to                        (24.10)     745.69
 the amalgamation of 
 companies
 
 Post amalgamation profit of 
 SHDL for the period from               55.14         - 
 October 2009 to September 2010
 
 Post amalgamation loss of SRSPL 
 for the  period  from                (141.24)        -
 
 October 2009 to September 2010 
 (net of tax oF 71,663)
 Amount available for appropriation  8,344.06    9,017.81       (7.47)
 
 Appropriations:
 
 General Reserve                     1,200.00    7,052.01
 
 Proposed Dividend                   2,041.77    1,685.80
 
 Dividend Distribution Tax             331.23      279.99
 
 Balance in Profit and Loss 
 Account carried forward             4,771.06        -
 
 2.  Operations
 
 The Turnover of the Company increased by approximately 28% and stood at
 ~ 119,419 million as compared to ~ 93,152 million in the previous year.
 The Company''s Profit from Operations for the year ended 30th September,
 2011 was Rs 11,974 as compared to Rs 11,917 million in the corresponding
 period of the previous year.
 
 The Profit after Tax was Rs 8,454 million, compared to Rs 8,272 million
 during 2009 - 10.
 
 New Sector - Infrastructure & Cities
 
 In line with Siemens global strategy and in order to achieve better
 portfolio synergy, the Company has created a new Sector ''Infrastructure
 & Cities''. Siemens offers the world''s broadest and most comprehensive
 portfolio for urban infrastructures.  By forming this new sector, the
 Company plans to be leading participant in the dynamic growth of cities
 and infrastructure investment. The new sector will offer solutions to
 the cities for mobility, environmental protection and energy savings.
 This sector will be having five divisions (Mobility, Rail System, Low &
 Medium Voltage, Smart Grid and Building Technologies) and these
 divisions will work closer to their target markets and develop
 additional business opportunities in the growing market of cities.
 
 3.  Dividend
 
 The Board of Directors recommends a dividend ofRs 6 per Equity Share ofRs
 2 each. This dividend is subject to the approval of the Members at the
 forthcoming 54th Annual General Meeting to be held on 31st January,
 2012.
 
 In the previous year, the Company paid a dividend of Rs 5 per Equity
 Share of Rs 2 each.
 
 4.  Amalgamations and Divestments
 
 a.  Amalgamation of Siemens Healthcare Diagnostics Ltd., Baroda (SHDL)
 
 The Hon''ble High Court of Mumbai and Ahmedabad vide its Order dated
 28th January, 2011 and 1st March, 2011, respectively, sanctioned
 the''Scheme of Amalgamation''of SHDL with the Company. Key details of the
 said amalgamation are summarised as follows:
 
 Appointed Date                  1st October, 2009
 
 Effective Date                  14th March, 2011
 
 Share Exchange Ratio            2 Equity Shares of  2 of the Company 
                                 for every 1 Equity Share
                                 of- 10 each of SHDL
 
 Number of new Equity 
 Shares of the Company           3,134,700
 issued to the Members 
 of SHDL
 
 Date of Allotment of 
 new shares                      24th March, 2011
 
 The aforesaid 3,134,700 new Equity Shares rank pari passu with the
 Equity Shares of the Company and shall be entitled for full amount of
 Dividend for the year ended 30th September, 2011, if declared by the
 Members at the forthcoming 54th Annual General Meeting. The said Equity
 Shares have been listed on Bombay Stock Exchange Ltd., and National
 Stock Exchange of India Ltd.
 
 b.  Amalgamation of Siemens Rolling Stock Pvt. Ltd., Mumbai (SRSPL)
 
 The Hon''ble High Court of Mumbai vide its Order dated 27th April, 2011
 sanctioned the ''Scheme of Amalgamation'' of SRSPL, a wholly owned
 subsidiary of the Company, with the Company. The Appointed Date is
 1st October, 2009.  Thus from this date, SRSPL stands amalgamated with
 the Company and the legal entity of SRSPL stands dissolved without
 winding up. Further, the entire business and undertaking of SRSPL gets
 transferred to and vested in the Company.
 
 c.  Dissolution without winding up of Flender Ltd., Kolkata
 
 The Hon''ble High Court of Calcutta vide its Order dated 16th March,
 2010 sanctioned the amalgamation of Flender Ltd., a wholly owned
 subsidiary of the Company, with the Company. Subsequently the Hon''ble
 High Court of Calcutta vide its Order dated 16th March, 2011 sanctioned
 dissolution without winding up of Flender Ltd. The Appointed Date is
 1st October, 2009.
 
 d.  Divestment in subsidiaries of erstwhile Siemens Building
 Technologies Pvt. Ltd. (SBTPL) Consequent to the amalgamation of SBTPL
 (a wholly owned subsidiary of the Company) with the Company with effect
 from 1st October, 2010, the three subsidiaries of SBTPL i.e. iMetrex
 Technologies Ltd., Ireland (ITL), Europlex Technologies (UK) Ltd., UK
 (ET UK) and Europlex Technologies (Ireland) Ltd., Ireland (ET IL)
 became subsidiaries of the Company w.e.f. 1st October, 2010. During the
 year, ITL, ET UK & ET IL were sold to Siemens Schweiz AG, Switzerland
 (a subsidiary of Siemens AG) for a total consideration of Euro 2.95
 million.
 
 e.  Amalgamation of Siemens VAI Metals Technologies Pvt. Ltd., Kolkata
 (SVAI) and Morgan Construction Company India Pvt. Ltd., Mumbai (Morgan)
 with the Company
 
 At the meeting held on 29th October, 2011, the Board of Directors
 approved the proposal for the amalgamation of SVAI (a 100% Siemens AG
 Company) and Morgan (a wholly owned subsidiary of SVAI) with the
 Company.  The Appointed Date was fixed as 1st October, 2011. The
 Board has recommended a share exchange ratio of 1,318 (One Thousand
 Three Hundred and Eighteen) Equity Shares of the Company having Face
 Value of
 
 - 2 (Rupees Two) each fully paid-up for every 100 (One Hundred) Equity
 Shares of SVAI having Face Value of
 
 - 100 (Rupees One Hundred) each fully paid-up. The amalgamation is
 subject to all necessary statutory / regulatory approvals, including
 approvals of the Members of the respective companies and High Court.
 
 SVAI is engaged in the business of Erection Procurement and
 Commissioning (EPC) contracts for industrial / Steel plants.
 
 Morgan is engaged in the business of Design & Engineering, Equipment
 Supply and Supervision of Erection & Commissioning of Wire Rod and Bar
 Mills to Steel Industry.
 
 5.  Share Capital
 
 a.  Increase in Share Capital
 
 During the year under review, the paid-up share capital of the Company
 increased from ~ 674,320,400 to - 680,589,800, consequent to the issue
 and allotment of 3,134,700 new Equity Shares of ~ 2 to the shareholders
 of erstwhile SHDL upon amalgamation of SHDL with the Company. Out of
 the said 3,134,700 Equity Shares, 2,154,416 Equity Shares were issued
 and allotted to Siemens Diagnostics Holding II B.V., Netherlands,
 parent company of SHDL and a 100% subsidiary of Siemens AG, Germany.
 
 b.  Open Offer made by Siemens Aktiengesellschaft (Siemens AG)
 
 During the year, Siemens AG was successful in acquiring 67,025,669
 Equity Shares of the Company through an Open Offer made at a price of ~
 930 per share. Siemens AG''s shareholding (alongwith its subsidiaries)
 in the Company increased from 55.18% to 75%.
 
 6.  Subsidiary company:
 
 The Company has no subsidiary at the end of the year.
 
 Consolidated Accounts
 
 The Audited Consolidated Accounts, Auditors'' Report thereon and Cash
 Flow Statement, comprising of Siemens Ltd., and its erstwhile
 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.  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 the 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 along with
 the Auditors'' Certificate thereon forms part of this Report as Annexure
 III.
 
 General Shareholder Information forms part of this Report as Annexure
 IV.
 
 10.  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.
 
 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:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with 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, 2011 and of the profit
 of the Company for the year ended on that date;
 
 3.  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
 
 4.  the annual accounts have been prepared on a going concern basis.
 
 12.  Directors
 
 Dr. Roland Busch has been appointed as a Special Director (Siemens AG''s
 Nominee) with effect from 29th July, 2011.  Dr. Busch is a member of
 the Managing Board of Siemens AG. Mr. Stephan Schneider has been
 appointed as an Alternate Director of Dr. Busch effective on same day.
 
 Mr. Vijay V. Paranjape ceased to be a Whole-time Director and Director
 of the Company on his retirement with effect from 1st October, 2011.
 The Board places on record its appreciation for the services rendered
 by Mr. Paranjape during his tenure of almost 40 years with the Company.
 
 Mr. Wolfgang Dehen ceased to be a Director of the Company with effect
 from 31st March, 2011. Consequent to this, Mr. Stephan Schneider also
 ceased to be an Alternate Director of Mr. Dehen, effective on the same
 day. The Board places on record its appreciation for the services
 rendered by Mr. Dehen and Mr. Schneider during their tenure with the
 Company.
 
 At the Annual General Meeting, Mr. Deepak S. Parekh, Mr. Yezdi H.
 Malegam and Mr. Sunil Mathur retire by rotation and being eligible,
 offer themselves for re-appointment. Profile of these Directors, as
 required under Clause 49 of the Listing Agreement, are given in the
 Notice of the 54th Annual General Meeting.
 
 13.  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 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(1B) of the Companies Act, 1956.
 
 14.  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''. Last year the Company had filed the Cost
 Audit Report on 22nd March, 2011 which is within the time limit
 prescribed by the Cost Audit Report Rules, 2001.
 
 15.  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, 22nd November, 2011