The Directors have pleasure in presenting the 58th Annual Report of
your Company and the Audited Financial Statements for the year ended
30th September, 2015.
1. Financial Performance
(Rs, in Millions)
Turnover 105,124 106,783
Less: Expenses 97,519 103,131
Profit from operations before
other income and finance costs 7,605 3,652
Add: Other income 1,604 1,039
Less: Finance cost 73 82
Profit before exceptional items and tax 9,136 4,609
Add: Exceptional items 7,828 3,827
Profit before Tax 16,964 8,436
Less: Tax 5,131 2,404
Profit for the year 11,833 6,032
Balance in the Statement of
Profit and Loss brought forward 9,374 5,906
Amount available for appropriation 21,207 11,938
Proposed Dividend 3,561 2,137
Dividend Distribution Tax 725 427
Balance in the Statement of Profit
and Loss carried forward 16,921 9,374
The Turnover of the Company decreased by approximately 2% and stood at
Rs, 105,124 million as compared to Rs, 106,783 million in the previous
year. The Company''s Profit from Operations for the year ended 30th
September, 2015 was Rs, 7,605 million as compared to Rs, 3,652 million
in the previous year.
The Profit after Tax for the year ended 30th September, 2015 was Rs,
11,833 million, compared to Rs, 6,032 million during FY 2013-14.
The Board of Directors recommend a Dividend of Rs,6 per equity share
and a Special Dividend of Rs,4 per equity share (in view of the large
exceptional income during the FY 2014-15) having face value of Rs, 2
each. This Dividend is subject to the approval of the Members at the
58th Annual General Meeting of the Company. In the previous year, the
Company paid a Dividend of Rs, 6 per equity share of Rs, 2 each.
Sale and Transfer of Metals Technologies Business (MT Business) of the
Pursuant to the approval granted by the Members by way of Postal Ballot
on 15th December, 2014, MT Business of the Company was sold and
transferred as a going concern on a Slump Sale basis to VAI Metals
Technologies Private Limited (VAI), the then subsidiary of Siemens
VAI Metals Technologies GmbH, Germany, with effect from the close of
business hours on 31st December, 2014, for a consideration ofRs, 10,233
million and recorded a gain of Rs, 7,120 million, which forms part of
5. Subsidiary company
Siemens Rail Automation Private Limited (SRAPL) became a wholly-owned
subsidiary of the Company with effect from 1st October, 2014. SRAPL is
a non-material and non-listed subsidiary of the Company pursuant to
Clause 49 of the Listing Agreement. SRAPL is engaged in the business of
manufacture, supply, design, installation and commissioning of Railway
Signaling equipment consisting of trackside and on board equipment.
Your Company has obtained a certificate from the Statutory Auditors
certifying that the Company is in compliance with the Foreign Exchange
Management (Transfer or issue of security by a person resident outside
India) Regulations, 2000 with respect to the downstream investments
made in SRAPL during the year.
A summary of performance of SRAPL is provided below.
The Turnover of SRAPL decreased by approximately 3% and stood at Rs,
577 million as compared to Rs, 591 million in the previous year and
Loss from Operations for the year ended 30th September, 2015 was Rs, 1
5 million as compared to Profit from Operations of Rs, 43 million in
the previous year.
SRAPL has reported Loss after Tax for the year ended 30th September,
2015 of Rs,19 million as compared to Profit after Tax of Rs, 15 million
during FY 2013-14.
The Company does not have any joint venture or associate companies
during the year.
Pursuant to the provisions of Section 129 (3) of the Companies Act,
2013 (Act), a statement containing salient features of financial
statements of SRAPL in the prescribed Form AOC-1 is provided in
Annexure I forming part of this Report. The Audited Financial
Statements of SRAPL are available on the Company''s website at
and the same are also available for inspection at the Registered Office
of the Company as per the details mentioned in Notice of the 58th
Annual General Meeting. Your Company will also make available these
documents upon request by any Member of the Company interested in
obtaining the same.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the
Report of Auditors'' thereon forms part of this Annual Report.
6. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information as required to be given under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided
in Annexure II forming part of this Report.
7. Business Responsibility Report
Pursuant to Clause 55 of the Listing Agreement entered into with the
Stock Exchanges (''''Listing Agreement''''), 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
As a Green Initiative, the complete BRR for the year FY 2014-15 has
been hosted on the Company''s website, which can be accessed at
Any Member interested in obtaining a copy of BRR may write to the
Company Secretary of the Company.
8. Corporate Governance
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management''s Discussion
and Analysis, which forms part of this Report as Annexure III.
As required by Clause 49 (X) of the Listing Agreement, a detailed
report on Corporate Governance along with the Auditor''s Certificate
thereon, forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure
9. Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Act read with the Rules framed there under and
Clause 49 of the Listing Agreement. The details relating to the same
are given in the Report on Corporate Governance forming part of this
Report. The recommendations of the Audit Committee were duly approved
and accepted by the Board of Directors.
10. Directors and Key Managerial Personnel
The Board of Directors offers its deep condolence for the sad demise of
Mr. Narendra J. Jhaveri (DIN: 00198912), who passed away on 6th June,
2015, peacefully in his sleep. Mr. Jhaveri, 79, was a Member
(Independent Director) of the Board of Directors of the Company since
November 2000. Mr. Jhaveri''s visionary foresight and business acumen
had helped to steer the Company in the right direction. His legacy
shall continue to guide the Company in the future as well.
At 58th Annual General Meeting, Mr. Johannes Apitzsch (DIN: 05259354)
retires by rotation and being eligible, offers himself for
The resolution for the above re-appointment along with the brief
profile forms part of the Notice of the 58th Annual General Meeting and
the resolution for his re-appointment is recommended for your approval.
The Members at the 57th Annual General Meeting held on 30th January,
2015, appointed Independent Directors for the Company viz. Mr. Deepak
S. Parekh (DIN: 00009078), Mr. Yezdi H. Malegam (DIN: 00092017), Mr.
Darius C. Shroff (DIN: 00170680), Mr. Narendra J. Jhaveri (DIN:
00198912), Mr. Keki B. Dadiseth (DIN: 00052165) and Mr. Pradip V. Nayak
(DIN: 00032403) as Independent Directors for a term of five years as
per requirements of the Act.
The abovenamed Independent Directors except Late Mr. Narendra J.
Jhaveri have furnished declarations to the Company under Section 149(7)
of the Act, confirming that they meet the criteria prescribed for
independent directors under Section 149(6) of the Act as well as Clause
49(II)(B) of the Listing Agreement.
Mr. Sunil Mathur, Managing Director and Chief Executive Officer (DIN:
02261944), Mr. Christian Rummel, Executive Director and Chief Financial
Officer (DIN: 01992982) and Mr. Ketan Thaker, Company Secretary, are
the Key Managerial Personnel of the Company as on the date of this
11. Board Meetings
During the financial year ended 30th September, 2015, five meetings of
the Board of Directors were held. The details of the attendance of
Directors at the Board Meetings are mentioned in the Corporate
Governance Report annexed hereto.
12. Annual evaluation of Board, its Committees and individual
The details of the Annual evaluation of Board, its Committees and
individual Directors are mentioned in the Corporate Governance Report.
13. Corporate Social Responsibility
The Company has always endeavored to be an integral part of the society
for more than 5 decades - as an employer, customer, investor, vendor
and corporate citizen. The initiatives in the social sphere, generally
known as Corporate Social Responsibility, are referred to as Corporate
Citizenship in the Company. Corporate Citizenship is the Company''s
contribution to sustainable communities and are built on the Company''s
Values of being Responsible, Excellent and Innovative. The Company
considers it as its economic, environmental and social responsibility
to foster sustainable local development as well as add value to the
local economy in which it operates.
Further, in accordance with the provisions of Section 135 of the Act
and Rules framed there under, the Company has constituted a Corporate
Social Responsibility (CSR) Committee of Directors comprising of Mr.
Deepak Parekh (Chairman), Ms. Mariel von Schumann, Mr. Sunil Mathur and
Mr. Christian Rummel. The Committee on a regular basis reviews and
monitors the CSR projects and expenditure undertaken by the Company.
The Company has implemented CSR projects directly and / or through
implementing partners. The Company''s initiatives towards sustainable
communities have been addressed under the areas of enhancing living
conditions, skill development, technical education, healthcare and
sanitation and conservation of water. The details of such initiatives,
CSR spend, CSR Policy, etc., have been provided as Annexure VI to this
Report, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
14. Remuneration Policy
The details of the Remuneration Policy are mentioned in the Corporate
A Statement of Disclosure of Remuneration pursuant to Section 197 of
the Act read with Rule 5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided as Annexure VII
forming part of this Report.
15. Extracts of Annual Return
The extracts of Annual Return in Form MGT-9 as required under Section
92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 forms part of this Report as Annexure VIII.
16. Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties
referred to in Section 188(1) of the Act in the prescribed Form AOC -
2, is provided as Annexure IX forming part of this Report.
17. Particulars of Loans, Guarantees or Investments
A statement providing particulars of Loans, Guarantees or Investments
under Section 186 of the Act is provided as Annexure X forming part of
18. Vigil Mechanism
As per the provisions of Section 177(9) of the Act, the Company is
required to establish an effective Vigil Mechanism for Directors and
employees to report genuine concerns. The Company has a Policy for
Prevention, Detection and Investigation of Frauds and Protection of
Whistleblowers (Whistleblower Policy) in place and the details of the
Whistleblower Policy are provided in the Report on Corporate Governance
forming part of this Report. The Company has disclosed information
about the establishment of the Whistleblower Policy on its website
19. Risk Management Policy
Siemens Enterprise Risk Management (ERM) is a company-wide framework of
methods and processes used to identify, assess, monitor and mitigate
risks and seize opportunities related to achievement of Siemens
business objectives. The Siemens ERM approach is based on the globally
accepted The Committee of Sponsoring Organizations of the Treadway
Commission (COSO) framework i.e. ERM - Integrated Framework. The
COSO framework provides a generic concept which has been customized to
reflect Company''s requirements.
Major risks identified by the business Divisions and Corporate
Departments are systematically addressed through mitigating actions on
a continuing basis. During the financial year under review, the Company
has set up a Risk Management Committee (RMC) in accordance with the
requirements of the Listing Agreement, inter alia, to monitor the risks
and their mitigating actions. The Board of Directors of the Company
also reviews the Risk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are given in the Management''s
Discussion and Analysis, which forms part of this Report.
20. Directors'' Responsibility Statement
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the
Act, the Directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual Financial Statements for the
year ended 30th September, 2015, the applicable accounting standards
have been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies have been selected and applied
consistently and judgment 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, 2015 and of the profit
of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) that the annual Financial Statements have been prepared on a going
e) that proper internal financial controls are in place and that such
internal financial controls were adequate and were operating
f) that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and are adequate and operating
21. Reporting of frauds
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act and Rules framed there under
either to the Company or to the Central Government.
22. 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
23. Amount, if any, proposed to be transferred to Reserves
The Company has made no transfers to Reserves during the financial year
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels.
The information on employees particulars as required under Section 197
(12) of the Act read with Rule 5 (2) and 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure forming part of the Report. In terms of
Section 136 of the Act, the Report and Financial Statements are being
sent to the Members and others entitled thereto, excluding aforesaid
Annexure. The said information is available for inspection by the
Members at the Registered Office of the Company as per the details
mentioned in the Notice of the 58th Annual General Meeting on any
working day of the Company up to the date of the 58th Annual General
Meeting. Any Member interested in obtaining a copy of the same may
write to the Company Secretary of the Company.
25. Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Policy on Prevention of Sexual Harassment at
Workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed there under and Internal Complaints Committee has also
been set up to redress complaints received regarding sexual harassment.
During the year, no complaint with allegations of sexual harassment was
received by the Company.
26. Statutory Auditors
Pursuant to provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, Messrs S R B C & CO LLP,
Chartered Accountants (Firm Registration No. 324982E), were appointed
as Statutory Auditors of the Company for a term of four years, to hold
office from the conclusion of 57th Annual General Meeting held on 30th
January, 2015, until the conclusion of 61st Annual General Meeting,
subject to ratification of their appointment at every subsequent Annual
A certificate from them has been received to the effect that their
appointment as Statutory Auditors of the Company, if ratified at
ensuing Annual General Meeting, would be according to the terms and
conditions prescribed under Section 139 of the Act and Rules framed
A resolution seeking ratification of their appointment, forms part of
the Notice convening the 58th Annual General Meeting and the same is
recommended for your consideration and approval.
27. Cost Auditors
In terms of the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors, on the recommendation of the Audit Committee, have appointed
Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No.
7464), as Cost Auditors of the Company, for the financial year ending
30th September, 2016, at a remuneration as mentioned in the Notice
convening the 58th Annual General Meeting 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 Section 141 of the Act and
Rules framed there under.
A resolution seeking Member''s ratification for the remuneration payable
to Cost Auditors forms part of the Notice of the 58th Annual General
Meeting of the Company and same is recommended for your consideration
The Company had filed the Cost Audit Report for FY 2013-14 on 9th
March, 2015, which is within the time limit prescribed under the
Companies (Cost Audit Report) Rules, 2011.
28. Secretarial Audit
Pursuant to provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed Messer Parikh Parekh & Associates,
Practicing Company Secretaries (C.P.No.1228), for conducting the
Secretarial Audit of the Company for the financial year ended 30th
September, 2015. The Secretarial Audit Report is provided as Annexure
XI to this Report.
29. Material changes and commitment, if any, affecting financial
position of the Company from the end of financial year and till the
date of this Report
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the Financial Year of the Company to which the Financial
Statements relate and the date of this Report.
30. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and
operations of the Company in future.
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 Limited
Deepak S. Parekh
DIN : 00009078
Friday, 27th November, 2015