The Directors have pleasure in presenting the 57th Annual Report of yourCompany and the Audited Financial Statements for the year ended 30th September,2014.
The Ministry of Corporate Affairs vide Circular No. 08/2014 dated 4th April,2014 clarified that the financial statements and the documents required to be attachedthereto, the auditor's and directors' report in respect of the financial year underreference shall continue to be governed by the relevant provisions of the Companies Act,1956, schedules and rules made there under.
The Company has accordingly prepared Balance Sheet, Statement of Profit and Loss, theschedules and notes thereto and the Directors' Report in accordance with the relevantprovisions of the Companies Act, 1956, schedules and rules made there under.
1. Financial Performance
Rs. in Million
| ||2013-14 ||2012-13 |
|Turnover ||1,06,626 ||1,13,526 |
|Less: Expenses ||1,02,974 ||1,11,822 |
|Profit from operations before other income and finance costs ||3,652 ||1,705 |
|Add: Other income ||1039 ||345 |
|Less: Finance costs ||82 ||189 |
|Profit before exceptional items and tax ||4,609 ||1,861 |
|Add: Exceptional items ||3,827 ||325 |
|Profit before tax ||8,436 ||2,186 |
|Less: Tax ||2,404 ||246 |
|Profit for the year ||6,032 ||1,940 |
|Balance in the Statement of Profit and Loss brought forward ||5,906 ||6,110 |
|Addition in the Statement of Profit and Loss due to the amalgamation of companies ||- ||134 |
|Amount available for appropriation ||11,938 ||8,184 |
|Appropriations: || || |
|Transfer to general reserve ||- ||194 |
|Proposed dividend ||2,137 ||1,781 |
|Tax on proposed dividend ||427 ||303 |
|Balance in the Statement of Profit and Loss carried forward ||9,374 ||5,906 |
The Turnover of the Company decreased by approximately 6% and stood at Rs. 106,626million as compared to Rs. 113,526 million in the previous year. The Company's Profit fromOperations for the year ended 30th September, 2014 was Rs. 3,652 million ascompared to Rs. 1,705 million in the corresponding period of the previous year.
The Profit after Tax was Rs. 6,032 million, compared to Rs. 1,940 million during2012-13.
In line with Siemens Global strategic re-alignment, the Company's businesses have witheffect from 1st October, 2014 been classified into eight new 'Divisions' namelyPower and Gas, Power Generation Services, Energy Management, Building Technologies,Mobility, Process Industries & Drives, Digital Factory and Healthcare.
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 GeneralMeeting. In the previous year, the Company paid a dividend of Rs. 5 per Equity Share ofRs. 2 each.
Sale and transfer of Metals Technologies business of the Company
The Company's parent company, Siemens Aktiengesellschaft, Germany ("SAG")has: (a) entered into an agreement with Mitsubishi-Hitachi Metals Machinery, Inc.("MHMM") and Mitsubishi Heavy Industries ("MHI") for setting up aJoint Venture ("JV Co.") to operate in the business of metallurgical industry asa complete provider of plant, products and services for the iron, steel and aluminumindustry ("MT Business"); and (b) pursuant to the aforementioned agreement theparties to such Agreement have agreed to transfer their existing MT Businesses includingthe MT Business of the Siemens group worldwide (including the MT Business of SiemensLimited) to the JV Co. According to the agreement, MHMM will hold a 51% and SAG a 49%stake in the JV Co.
The Board of Directors of the Company at its meeting held on 3rd June, 2014approved in principle the sale and transfer of the Metals Technologies business of theCompany to a designated entity subject to such terms and conditions as may be decidedlater on.
The Company accordingly vide its notice dated 8th November, 2014 hasproposed the sale and transfer of its Metals Technologies business to a subsidiary (whichis being incorporated) of Siemens VAI Metals Technologies GmbH, Germany, with effect fromthe close of business hours on 31st December, 2014 for a consideration of Rs.10,232.7 million. The voting upon the said resolution is currently underway and shall endon 12th December, 2014 and thereafter the results would be announced.
5. Subsidiary company
The Board of Directors at its meeting held on 30th January, 2014 approved,subject to the necessary approvals, the acquisition of 100% equity shares of Siemens RailAutomation Pvt. Ltd. (SRAPL) from Siemens International Holding BV, Netherlands (99.99%)and Siemens AG (0.01%) for a consideration of Rs. 550 million. SRAPL is engaged in thebusiness of manufacture, supply, design, installation and commissioning of RailwaySignaling equipments consisting of trackside and on board equipment.
Post acquisition, SRAPL became a wholly owned subsidiary of the Company with effectfrom 1st October, 2014.
6. Foreign Exchange Earnings and Expenditure
Details of foreign exchange earnings and expenditure have been given under the Notes tothe Accounts.
7. 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.
8. Corporate Governance
A detailed review of the operations, performance and future outlook of the Company andits businesses is given in the Management's Discussion and Analysis, which forms part ofthis 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 Auditor's Certificate thereon forms part of this Report as AnnexureIII.
General Shareholder Information forms part of this Report as Annexure IV.
9. Business Responsibility Report
Pursuant to Clause 55 of the Listing agreement entered into with the Stock Exchanges,your Company is required to include as part of the Annual Report, Business ResponsibilityReport (BRR) which provides a suggested framework of a BRR, describing initiatives takenby the company from an environmental, social and governance perspective.
As a Green Initiative, the full BRR for the year 2014 has been hosted on the Company'swebsite, which can be accessed athttp://www.siemens.co.in/en/index/investor/annual_report.htm andhttp://www.siemens.co.in/en/about_us/index/sustainability.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 of 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 Financial Statement are being sent to all the Members of theCompany, excluding the Statement of Particulars of Employees. Any Member interested inobtaining 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, 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,2014 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. Christian Rummel has been appointed as an Additional Director as well as ExecutiveDirector and Chief Financial Officer of the Company with effect from 1stFebruary, 2014. The terms and conditions of his appointment, including his remuneration,are subject to the approval of Members and Central Government. As per provisions ofSection 161 of the Companies Act, 2013 and Article 104(b) of the Articles of Associationof the Company, Mr. Rummel holds office upto the date of the forthcoming 57thAnnual General Meeting and is eligible for appointment. Notice under Section 160 of theCompanies Act, 2013 has been received from a member signifying her intention to proposethe appointment of Mr. Rummel as Director of the Company.
At the ensuing Annual General Meeting, Mr. Joe Kaeser, Mr. Yezdi Malegam and Mr. DariusShroff retire by rotation and being eligible, offer themselves for re-appointment.
Pursuant to Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Deepak S.Parekh, Mr. Yezdi Malegam, Mr. Darius Shroff, Mr. Narendra Jhaveri, Mr. Keki Dadiseth andMr. Pradip Nayak are proposed to be appointed as Independent Directors for a period of 5years from the date of the Annual General Meeting i.e. 30th January, 2015 andshall not be liable to retire by rotation.
The above appointments and re-appointments form part of the Notice of the 57thAnnual General Meeting and the respective Resolutions are recommended for your approval.
Profiles of these Directors, as required under Clause 49 of the Listing Agreement, aregiven in the Notice of the 57th Annual General Meeting.
The present Auditors of the Company, Messrs S.R. Batliboi & Associates LLP,Chartered Accountants, have expressed their unwillingness to be re-appointed as Auditorsof the Company upon their retirement at the forthcoming Annual General Meeting. The Boardof Directors, on recommendation of the Audit Committee, recommends the appointment ofMessrs S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E), asthe Statutory Auditors of the Company from the conclusion of 57th AnnualGeneral Meeting (subject to ratification by the Members every year in the Annual GeneralMeeting) until the conclusion of 61st Annual General Meeting of the Company. Acertificate from them has been received to the effect that their appointment as StatutoryAuditors of the Company, if made, would be according to the terms and conditionsprescribed under Sections 139 and 141 of the Companies Act, 2013 and rules framedthereunder. Messrs S R B C & Co. LLP and Messrs S. R. Batliboi & Associates LLPbelong to the same network of audit firms.
14. 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.
15. Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, has appointed MessrsR. Nanabhoy & Co., Cost Accountants, as Cost Auditors of the Company, for theFinancial Year 2014-15, for conducting the audit of the cost records maintained by theCompany for the various products as mandated by the Central Government, pursuant to itsorder dated 30th June, 2014 and any amendments thereof, subject to the approvalof the Members on the remuneration to be paid to the Cost Auditor. A certificate from themhas been received to the effect that their appointment as Cost Auditors of the Company, ifmade, would be in accordance with the limits specified under of Section 141 of theCompanies Act, 2013 and rules framed thereunder. The Company had filed the Cost AuditReport for FY 2012-13 on 6th March, 2014, which is within the time limitprescribed under the Companies (Cost Audit Report) 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
Tuesday, 25th November, 2014