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Directors Report Year End : Sep '14    « Sep 13
Dear Members,
 
 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
 
                                                    2013-141    2012-13
 
 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
 
 Appropriations:
 
 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
 
 2.  Operations
 
 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.
 
 3.  Dividend
 
 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.
 
 4.  Divestment
 
 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
 announced.
 
 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
 equipment.
 
 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
 III.
 
 General Shareholder Information forms part of this Report as Annexure
 IV.
 
 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.
 
 10.  Employees
 
 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
 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, 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.
 
 12.  Directors
 
 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.
 
 13.  Auditors
 
 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
 date.
 
 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.
 
 16.  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, 25th November, 2014
Source : Dion Global Solutions Limited
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