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
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
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
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.
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.
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
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
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
General Shareholder Information forms part of this Report as Annexure
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.
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
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.
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.
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
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.
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
Tuesday, 25th November, 2014