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Updated:02 Sep, 2014, 15:59 PM IST

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Updated:02 Sep, 2014, 15:48 PM IST

Directors' Report 

Dear Members, 

1. The Directors have pleasure in presenting the 56th Annual Report of your Company and the Audited Accounts for the year ended 30th September, 2013. 

2. Operations

The Turnover of the Company decreased by approximately 12% and stood at Rs. 113,526 million as compared to Rs. 129,199 million in the previous year. The Company's Profit from Operations for the year ended 30th September, 2013 was Rs. 1, 705 million as compared to Rs. 6,903 million in the corresponding period of the previous year.

The Profit after Tax was Rs. 1,940 million, compared to Rs. 3,432 million during 2011–12.

3. Dividend

The Board of Directors recommends a dividend of Rs. 5 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. 6 per Equity Share of Rs. 2 each.

4. Amalgamations and Divestment

a. Amalgamation of Siemens Power Engineering Pvt. Ltd. (SPEL) and Winergy Drive Systems India Pvt. Ltd. (Winergy) with the Company

b. Sale and transfer of Postal and Parcel Logistics Technologies & Airport Logistics Technologies businesses (LAS business)

Pursuant to the approval granted by the Members by way of Postal Ballot on 18th September, 2013, the LAS business of the Company was sold and transferred as a going concern on a slump sale basis to Siemens Postal Parcel & Airport Logistics Pvt. Ltd., a new 100% subsidiary of Siemens Aktiengesellschaft, Germany with effect from the close of business hours of 30th September, 2013, for a consideration of Rs. 1,285 million and recorded profit of Rs. 1,146 million, which forms part of exceptional items.

5. Share capital 

During the year under review, the paid–up share capital of the Company increased from 340,295,025 Equity shares of Rs. 2 each (FY 2011–12) to 356,119,885 Equity shares of Rs. 2 each (FY 2012–13). The following are the details of the Equity shares issued and allotted during FY 2012–13: 

The aforesaid 15,824,860 new Equity shares of Rs. 2 each rank pari passu in all respects with the existing Equity shares of the Company and shall be entitled for full amount of Dividend for the year ended 30th September, 2013, if declared by the Members at the forthcoming 56th Annual General Meeting. The said Equity shares have been listed on BSE Ltd. and National Stock Exchange of India Ltd. 

6. Subsidiary company:

The Company has 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 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 Auditors' Certificate thereon forms part of this Report as Annexure III.

General Shareholder Information forms part of this Report as Annexure IV.

10. Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated 13th August, 2012, mandated inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top 100 listed entities based on their market capitalisation on BSE Limited and National Stock Exchange of India Limited, as on 31st March, 2012. Clause 55 of the Listing agreement with the Stock Exchanges introduced in this regard, provides a suggested framework of a BRR, describing initiatives taken by the company from an environmental, social and governance perspective. 

As a Green Initiative, we have hosted our full BRR for the year 2013 on our website, which can be accessed at http://www.siemens.co.in/en/about us/index/sustainability.htm and http://www.siemens.co.in/en/index/investor/annual report.htm

Any Member interested in obtaining a copy of BRR may write to the Company Secretary of the Company.

11. 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.

12. 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, 2013 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.

13. Directors

Mr. Johannes Apitzsch automatically ceased to be an Alternate Director for Dr. Roland Busch with effect from 30th January, 2013 since Dr. Busch had visited the State of Maharashtra, where the Board Meetings of the Company are ordinarily held. Mr. Apitzsch was re–appointed as an Alternate Director for Dr. Busch with effect from 31st January, 2013. Further, Mr. Apitzsch ceased to be an Alternate Director for Dr. Busch with effect from the close of business hours of 22nd November, 2013.

Ms. Mariel von Drathen and Mr. Johannes Apitzsch have been appointed as Additional Directors of the Company with effect from 2nd August, 2013 and 23rd November, 2013, respectively. As per provisions of Section 161 of the Companies Act, 2013 and Article 104(b) of the Articles of Association of the Company, Ms. von Drathen and Mr. Apitzsch, hold office upto the date of the forthcoming 56th Annual General Meeting and are eligible for appointment. Notices under Section 257 of the Companies Act, 1956 have been received from a member signifying her intention to propose the appointment of Ms. von Drathen and Mr. Apitzsch as Directors of the Company.

Dr. Armin Bruck, on completion of his term, will cease to be the Managing Director & Chief Executive Officer (MD & CEO) and Director of the Company with effect from the close of business hours of 31st December, 2013. The Board places on record its appreciation for the services rendered by Dr. Bruck during his tenure with the Company.

Mr. Sunil Mathur was re–appointed as an Executive Director & Chief Financial Officer (ED & CFO) for a term of five years with effect from 22nd July, 2013. The Board of Directors at its meeting held on 25th October, 2013 appointed Mr. Mathur as the MD & CEO for a term of five years with effect from 1st January, 2014. Consequent to his appointment as MD & CEO, Mr. Mathur's tenure as ED & CFO was revised for a period from 22nd July, 2013 to 31st December, 2013. The terms and conditions of Mr. Mathur's re–appointment as ED & CFO and appointment as MD & CEO, including his remuneration, are subject to approval of the Members. 

At the Annual General Meeting, Mr. Deepak S. Parekh, Mr. Keki B. Dadiseth and Mr. Pradip V. Nayak retire by rotation and being eligible, offer themselves for re–appointment.

The above appointments and re–appointments forms part of the Notice of the 56th Annual General Meeting to be held on 30th January, 2014 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 Annual General Meeting. 

14. Auditors 

Messrs S.R. Batliboi & Associates LLP, 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.

15. 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.

16. Cost Auditors

The Board of Directors have appointed Messrs R. Nanabhoy & Co., Cost Accountants, for the Financial Year 2013–14, for conducting the audit of the cost accounts maintained by the Company for the various products mandated by the Central Government, pursuant to its order No 52/26/CAB–2010 dated 6th November 2012, subject to the approval of the Central Government. The Company had filed the Cost Audit Report for FY 2011–12 on 21st March, 2013, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

17. 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, 22nd November, 2013