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 |