Dear Members,
 
 The Directors have pleasure in presenting the 55th Annual Report of
 your Company and the Audited Accounts for the year ended on 30th
 September, 2012.
 
 1.  Financial Performance
 
 
                                               Rs. in Million
 
                                          2011-12        2010-11
 
 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) 
 Companies
 
 Amount available for appropriation         8,908          8,344
 
 Appropriations:
 
 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
 
 
 
 2.  Operations
 
 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
 during 2010-11.
 
 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 also, the
 Company paid a dividend of Rs. 6 per Equity Share of Rs. 2 each.
 
 4.  Amalgamations
 
 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
 follows:
 
 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 
                               Technologies GmbH
 
 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
 October, 2011.
 
 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
 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.
 
 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:
 
 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.
 
 12.  Directors
 
 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.
 
 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.  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
 Rules, 2001.
 
 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
 
 Friday, 23rd November, 2012