The Directors have pleasure in presenting the 56th Annual Report of yourCompany and the Audited Accounts for the year ended 30th September, 2013.
1. Financial Performance
| || ||Rs. in Million |
| ||2012-13 ||2011-12 |
|Turnover ||113,526 ||129,199 |
|Profit before exceptional items, prior period items and tax ||1,861 ||7,208 |
|Add: Exceptional Items ||325 ||(1,200) |
|Add: Prior Period Items ||- ||(799) |
|Profit before Tax ||2,186 ||5,209 |
|Less: Tax ||246 ||1,777 |
|Net Profit after Tax ||1,940 ||3,432 |
|Balance in the Statement of Profit and Loss brought forward ||6,110 ||4,771 |
|Addition in the Statement of Profit and Loss due to the amalgamation of companies ||134 ||705 |
|Amount available for appropriation ||8,184 ||8,908 |
|Appropriations: || || |
|General Reserve ||194 ||343 |
|Proposed Dividend ||1,781 ||2,112 |
|Dividend Distribution Tax ||303 ||343 |
|Balance in the Statement of Profit and Loss carried forward ||5,906 ||6,110 |
The Turnover of the Company decreased by approximately 12% and stood at Rs. 113,526million as compared to Rs. 129,199 million in the previous year. The Companys Profitfrom Operations for the year ended 30th September, 2013 was Rs. 1, 705 millionas 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 during2011-12.
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 GeneralMeeting. In the previous year, the Company paid a dividend of Rs. 6 per Equity Share ofRs. 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
Key details of the aforesaid amalgamations are summarised as follows:
|Particulars ||SPEL ||Winergy |
|High Court Order date ||Bombay : 2nd November, 2012 ||Bombay : 22nd March, 2013 |
| ||Punjab & Haryana : 23rd November, 2012 ||Madras : 18th February, 2013 |
|Appointed Date ||1st October, 2011 ||1st October, 2012 |
|Effective Date ||1st January, 2013 ||31st March, 2013 |
|Share Exchange Ratio ||6 Equity Shares of Rs. 2 each of the Company for every 13 Equity Shares of Rs. 10 each of SPEL ||1 Equity Share of Rs. 2 each of the Company for every 72 Equity Shares of Rs. 10 each of Winergy |
|Equity Shares issued ||3,461,538 to Siemens Aktiengesellschaft, Germany ||625,139 to Siemens Aktiengesellschaft, Germany |
|Date of Allotment of new Equity shares ||5th February, 2013 ||24th May, 2013 |
b. Sale and transfer of Postal and Parcel Logistics Technologies & AirportLogistics Technologies businesses (LAS business)
Pursuant to the approval granted by the Members by way of Postal Ballot on 18thSeptember, 2013, the LAS business of the Company was sold and transferred as a goingconcern 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 ofbusiness hours of 30th September, 2013, for a consideration of Rs. 1,285million 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 from340,295,025 Equity shares of Rs. 2 each (FY 2011-12) to 356,119,885 Equity shares of Rs. 2each (FY 2012-13). The following are the details of the Equity shares issued and allottedduring FY 2012-13:
|Particulars ||No. of Equity shares of the Face value of Rs. 2 each ||Date of Allotment |
|Amalgamation of Siemens VAI Metals Technologies Pvt. Ltd. and Morgan Construction Company India Pvt. Ltd. with the Company ||11,738,108 ||13.10.2012 |
|Settlement of a Disputed case ||75 ||01.02.2013 |
|Amalgamation of Siemens Power Engineering Pvt. Ltd. with the Company ||3,461,538 ||05.02.2013 |
|Amalgamation of Winergy Drive Systems India Pvt. Ltd. with the Company ||625,139 ||24.05.2013 |
|Total ||15,824,860 || |
The aforesaid 15,824,860 new Equity shares of Rs. 2 each rank pari passu in allrespects with the existing Equity shares of the Company and shall be entitled for fullamount of Dividend for the year ended 30th September, 2013, if declared by theMembers at the forthcoming 56th Annual General Meeting. The said Equity shareshave 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 tothe Accounts.
8. Conservation of Energy and Technology Absorption
Information in terms of Section 217(1)(e) of the Companies Act, 1956, read withCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, isgiven as Annexure I to this Report.
9. Corporate Governance
A detailed review of the operations, performance and future outlook of the Company andits businesses is given in the Managements Discussion and Analysis, which forms partof this Report as Annexure II.
Your Company observes high standards of corporate governance in all areas of itsfunctioning with strong emphasis on transparency, integrity and accountability. Asrequired by Clause 49 VI of the Listing Agreement, a detailed report on CorporateGovernance alongwith the Auditors Certificate thereon forms part of this Report as AnnexureIII.
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, mandatedinclusion of Business Responsibility Report (BRR) as part of the Annual Report for top 100listed entities based on their market capitalisation on BSE Limited and National StockExchange of India Limited, as on 31st March, 2012. Clause 55 of the Listingagreement with the Stock Exchanges introduced in this regard, provides a suggestedframework 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 andhttp://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 ofthe Company.
Your Directors place on record their deep appreciation for the contribution made by theemployees 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 partof this Report. However, as per the provisions of Section 219(1)(b)(iv) of the CompaniesAct, 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 acopy 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, theDirectors confirm that, to the best of their knowledge and belief:
a. in the preparation of the annual accounts, the applicable accounting standards havebeen followed alongwith proper explanation relating to material departures;
b. appropriate accounting policies have been selected and applied consistently and suchjudgments and estimates have been made that are reasonable and prudent so as to give atrue 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 accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding theassets 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 automatically ceased to be an Alternate Director for Dr. RolandBusch with effect from 30th January, 2013 since Dr. Busch had visited the Stateof Maharashtra, where the Board Meetings of the Company are ordinarily held. Mr. Apitzschwas re-appointed as an Alternate Director for Dr. Busch with effect from 31stJanuary, 2013. Further, Mr. Apitzsch ceased to be an Alternate Director for Dr. Busch witheffect from the close of business hours of 22nd November, 2013.
Ms. Mariel von Drathen and Mr. Johannes Apitzsch have been appointed as AdditionalDirectors of the Company with effect from 2nd August, 2013 and 23rdNovember, 2013, respectively. As per provisions of Section 161 of the Companies Act, 2013and 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 GeneralMeeting 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 appointmentof 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 fromthe close of business hours of 31st December, 2013. The Board places on recordits appreciation for the services rendered by Dr. Bruck during his tenure with theCompany.
Mr. Sunil Mathur was re-appointed as an Executive Director & Chief FinancialOfficer (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, 2013appointed Mr. Mathur as the MD & CEO for a term of five years with effect from 1stJanuary, 2014. Consequent to his appointment as MD & CEO, Mr. Mathurs tenure asED & CFO was revised for a period from 22nd July, 2013 to 31stDecember, 2013. The terms and conditions of Mr. Mathurs re-appointment as ED &CFO and appointment as MD & CEO, including his remuneration, are subject to approvalof 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 forre-appointment.
The above appointments and re-appointments forms part of the Notice of the 56thAnnual General Meeting to be held on 30th January, 2014 and the respectiveResolutions are recommended for your approval.
Profiles of these Directors, as required under Clause 49 of the Listing Agreement, aregiven in the Notice of the Annual General Meeting.
Messrs S.R. Batliboi & Associates LLP, Chartered Accountants, retire as theStatutory Auditors of the Company at the ensuing Annual General Meeting and offerthemselves for re-appointment. A certificate from them has been received to the effectthat their re-appointment as Statutory Auditors of the Company, if made, would be withinthe 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 principalor 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 maintainedby the Company for the various products mandated by the Central Government, pursuant toits order No 52/26/CAB-2010 dated 6th November 2012, subject to the approval ofthe Central Government. The Company had filed the Cost Audit Report for FY 2011-12 on 21stMarch, 2013, which is within the time limit prescribed under the Companies (Cost AuditReport) Rules, 2011.
The Board of Directors take this opportunity to thank Siemens AG - the parent company,customers, members, suppliers, bankers, business partners / associates and Central andState 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, 22nd November, 2013
Annexure I to the Directors Report
Conservation of Energy, etc. u/s 217(1)(e)
Additional Information in terms of Section 217(1)(e) of the Companies Act, 1956,dealing with Conservation of Energy, Research & Development and Technology Absorption& Innovation.
A. Conservation of Energy
a. Measures taken:
Installation of Energy efficient appliances.
Use of solar energy to preheat dish washing machine water.
Reduction in forklift movement across various shops.
Maintaining Power factor up to 0.996 (unity).
Recharge 2 nos. wells for rain water conservation to increase water table.
b. Additional investments and proposals, if any being implemented for reduction ofconsumption of energy:
Replacement of air purifier with energy efficient purifier and removal ofleakages in system.
Use of drip irrigation and removal of leakages.
c. Impact of Measures undertaken:
Optimization of energy consumption.
Savings in energy and fuel cost.
B. Research and Development (R&D)
1. Specific areas in which R&D was carried out:
Enhancement of our range in LV motors by manufacturing upto 1750kW 690V LV rangemotors in India.
Introducuction of IE2 and IE3 range of high efficiency motors in Indian marketconforming to IS:12615.
Development of special industrial motors in dual speed with single statorwinding for rugged applications suitable for 1000 Ton Press-brake (with fluctuatingtorques), for auto-industry.
Design and realization of current transformer operated thermal overload relayfor 3RT Sirius family.
Development of 36kV, 1250A / 2500A, 1AC 0.1sec / 1sec, 31.5kA indoor switchgear,switching device compartments for 12kV and 33kV ratings and ring main unit for ratings12kV, 21kA / 1sec.
2. Benefits derived as a result of the above R&D:
Cost effective product
Energy efficient products.
Overall cost reduction.
Opportunity to tap new market.
Enhancement of product portfolio.
Reduced time to market the product.
In-house competency for higher capacity motors.
Enhancement of safety features of the product while fully complying with thelatest standards.
Saves space for the customers.
3. Future Plan of action:
Development of Auxiliary Converter 500kVA for Electric Locomotives.
Ramp up of current transformer operated thermal overload relay for 3RT Siriusfamily.
Design and realization of improved contactors for switching capacitor banks.
Sales release for 8DJH ST 310mm CB.
Introduction of new products in markets.
Development and localization of global platform products aimed at providingadvantages and features presently available in European designs.
4. Expenditure on R&D:
|a. Capital Expenditure: ||Rs. 150 million |
|b. Revenue Expenditure: ||Rs. 195 million |
|c. Total Expenditure: ||Rs. 345 million |
d. Total R & D expenditure as a percentage of total turnover : 0.30%
C. Technology Absorption Adaption & Innovation
1. Efforts undertaken:
Designs of Copper rotors for 1LA8 45 & 40 motors were replaced in aluminiumdie casting technology by adapting 1LA4 platform and still meeting or exceeding the copperbar rotor parameters of efficiency and temperature rise.
Interaction & Training with external agencies / technology partners forexposure to the latest products / designs, manufacturing technologies, processes,analytical techniques and engineering protocols.
Integration of induction brazing generator (source), customized induction coilswith in-house designed & built operational interfacing mechanism.
Local customization of Sensors communication products including testcertification with high precision calibration equipments.
2. Benefits derived from the above:
Reliability of operation, increase in speed and consistent quality enablinglocalization with global standard.
Meeting the need of Customers who would like to witness calibration, lead timereduction.
Reduced dependence on imported technology.
Environment friendly process, reduction in hazardous waste.
Overall cost reduction.
Increased market coverage.
Reduction of cost in product thus improving product competitiveness
3. Imported Technology:
|Technology Imported ||Year of Import ||Has the technology been fully absorbed ||If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action. |
|Generator for Induction brazing ||2012 ||Yes ||Not Applicable |
|Calibrating equipments (Local customization of Sensors communication products including test certification with high precision calibration equipments.) ||2012 ||Yes ||Not Applicable |
D. Foreign Exchange Earnings and Outgo
1. The Company manufactures products for the local market which could also be exportedto other markets having similar requirements. Among the products being exported are GISsubstations, high-performance and energy-efficient technologies such as control relaypanels and substation automation systems, metals technologies, oil and gas,instrumentation and electricals, energy service and power transmission solutions.
2. The Company focused on implementing projects and installing solutions in new as wellas existing markets of Bangladesh, Sri Lanka, various countries of South East Asia,Africa, Europe and the Middle East.
3. The Company actively pursues projects as well as product sales in overseas markets.We expect demand for products in our base-level or SMART portfolio.
On behalf of the Board of Directors
For Siemens Ltd.
Deepak S. Parekh
Friday, 22nd November, 2013