The Directors have pleasure in presenting the 55th Annual Report of
your Company and the Audited Accounts for the year ended on 30th
1. Financial Performance
Rs. in Million
Turnover 129,199 120,289
Profit before Tax 5,209 12,749
Less: Tax 1,777 4,295
Net Profit after Tax 3,432 8,454
Balance in the Statement of Profit and
Loss brought forward 4,771 -
Balance of Profit and Loss account
brought forward due to the
amalgamation of 705 (110)
Amount available for appropriation 8,908 8,344
General Reserve 343 1,200
Proposed Dividend 2,112 2,042
Dividend Distribution Tax 343 331
Balance in Profit and Loss Account
carried forward 6,110 4,771
The Turnover of the Company increased by approximately 7% and stood at Rs.
129,199 million as compared to Rs. 120,289 million in the previous year.
The Company''s Profit from Operations for the year ended 30th September,
2012 was Rs. 6,903 million as compared to Rs. 11,829 million in the
corresponding period of the previous year.
The Profit after Tax was Rs. 3,432 million, compared to Rs. 8,454 million
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 also, the
Company paid a dividend of Rs. 6 per Equity Share of Rs. 2 each.
a. Amalgamation of Siemens VAI Metals Technologies Pvt. Ltd. (SVAI)
and Morgan Construction Company India Pvt. Ltd.
The Humble High Court of Bombay vide its order dated 17th August, 2012
sanctioned the ''Scheme of Amalgamation'' of SVAI and Morgan with the
Company. Key details of the said amalgamation are summarised as
Appointed Date 1st October, 2011
Effective Date 1st October, 2012
Share Exchange Ratio 1318 Equity Shares of Rs. 2 of the
Company for every 100 Equity Shares
of Rs. 100 each of SVAI
Equity Shares issued 11,738,108 to Siemens VAI Metals
Date of Allotment of new
shares 13th October, 2012
The aforesaid 11,738,108 Equity shares were not allotted by 30th
September,2012, therefore an amount of Rs. 23 milion is shown in Share
Capital Suspense Account in the Balance Sheet. The new equity shares
rank pari pasu with the existing equity shares of the Company and shall
be entitled for full amount of dividend for the year ended 30th
September, 2012, if declared by the Members at the forthcoming Annual
General Meeting. The said equity shares have been listed on BSE Ltd.
and National Stock Exchange of India Ltd.
b. Amalgamation of Siemens Power Engineering Pvt. Ltd. (SPEL)
At the meeting held on 31st January, 2012 the Board of Directors
approved the proposal for the amalgamation of SPEL (a 100% Siemens AG
Company) with the Company. The Appointed Date was fxed as 1st
The Board has recommended a share exchange ratio of 6 (Six) equity
shares of the Company having Face Value of Rs.2 (Rupees Two) each fully
paid- up for every 13 (Thirteen) equity shares of SPEL having Face
Value of Rs. 10 (Rupees Ten) each fully paid-up. The amalgamation was
approved by the Members in the Court Convened Meeting held on 11th
April, 2012. The High Court of Bombay vide its order dated 2nd
November, 2012 approved the amalgamation however the order from the
High Court of Punjab & Haryana is still awaited.
SPEL is engaged in providing technical services relating mainly to
power plant business.
c. Amalgamation of Winergy Drive Systems India Pvt. Ltd. (Winergy)
At the meeting held on 10th August, 2012, the Board of Directors
approved the proposal for the amalgamation of Winergy (a 100% Siemens
AG Company) with the Company. The Appointed Date was fixed as 1st
October, 2012. The Board has recommended a share exchange ratio of 1
(One) equity share of the Company having Face Value of Rs. 2 (Rupees Two)
each fully paid- up for every 72 (Seventy Two) equity shares of Winery
having Face Value of Rs.10 (Rupees Ten) each fully paid-up. The
amalgamation is subject to all necessary statutory / regulatory
approvals, including approvals of the Members and the High Courts.
Winery is engaged in business of manufacturing / assembly of wind mill
gearboxes, high speed gearboxes, drive application gearboxes, standard
geared motors and in designing and engineering services.
5. Share capital
During the year under review, the paid up share capital of the company
increased marginally consequent to the allotment of 125 Equity shares
to a member upon settlement of a disputed case.
6. Subsidiary company:
The Company had 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 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
General Shareholder Information forms part of this Report as Annexure
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.
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 along with 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, 2012 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. Johannes Apitzsch has been appointed as an Alternate Director of
Dr. Roland Busch with effect from 27th April, 2012.
Dr. Otmar Schmitt and Mr. Stephan Schneider ceased to be an Alternate
Director of Mr. Joe Kaeser and Dr. Roland Busch respectively with
effect from 27th April, 2012. The Board places on record its
appreciation for the services rendered by Dr. Schmitt and Mr. Schneider
during their tenure with the Company.
At the Annual General Meeting, Mr. Darius C. Shroff, Mr. Joe Kaeser and
Mr. Narendra J. Jhaveri retire by rotation and being eligible, offer
themselves for re-appointment. Profiles of these Directors, as required
under Clause 49 of the Listing Agreement, are given in the Notice of
the Annual General Meeting.
Dr. Armin Bruck has been re-appointed as the Managing Director of the
Company for a period from 1st October, 2012 to 31st December, 2013. The
terms and conditions of his re-appointment, including his remuneration,
are subject to approval of the Members. Profile of Dr. Armin Bruck as
required under Clause 49 of the Listing Agreement, is given in the
Notice of the Annual General Meeting.
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. 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 have appointed Messrs R. Nanabhoy & Co., Cost
Accountants for conducting the audit of the cost accounting records for
the product Engineering Machinery (including electronic and electrical
products) or for any other products mandated by the Central Government.
Last year Company had fled the Cost Audit Report on 10th March, 2012
which is within the time limit prescribed by the Cost Audit Report
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
Friday, 23rd November, 2012