Siemens Limited Annual Report 2013
Siemens Limited Annual Report 2013
Siemens Limited Annual Report 2013
Board of Directors
Financial Highlights
Chairmans Statement
Notice
Directors Report
13
17
19
24
36
43
Auditors Report
45
Financial Statements
48
Attendance Slip
95
Siemens Ltd.
Board of Directors
Mr. Deepak S. Parekh
Chairman
Director
Director
Director
Director
Director
Director
Director* (Alternate Director for Dr. Roland Busch upto 22nd November, 2013)
Managing Director and Chief Executive Ofcer (upto 31st December, 2013)
Executive Director and Chief Financial Ofcer (upto 31st December, 2013)
Managing Director and Chief Executive Ofcer (with effect from 1st January, 2014)
Company Secretary
Ketan Thaker
Committees of Directors
Audit Committee
Investors Grievance
Committee
Remuneration
Committee
Corporate Governance
Committee
Investment /
Divestment Committee
Yezdi H. Malegam
(Chairman)
Darius C. Shroff
(Chairman)
Narendra J. Jhaveri
(Chairman)
Keki B. Dadiseth
(Chairman)
Deepak S. Parekh
(Chairman)
Deepak S. Parekh
Pradip V. Nayak
Darius C. Shroff
Deepak S. Parekh
Yezdi H. Malegam
Keki B. Dadiseth
Deepak S. Parekh
Yezdi H. Malegam
Pradip V. Nayak
Pradip V. Nayak
Darius C. Shroff
Joe Kaeser
Joe Kaeser
Mariel von Drathen*
Joe Kaeser
Sunil Mathur
Keki B. Dadiseth
Johannes Apitzsch*
Joe Kaeser
(upto 22nd November, 2013)
Siemens Ltd.
(` in Million)
2012-13
2011-12
2010-11
2009-10
2008-09
109,573
102,351
122,886
124,305
87,964
114,196
129,774
121,336
94,777
89,508
4,877
7,489
14,398
13,708
15,155
Depreciation
2,502
2,010
1,522
1,015
778
Orders received
Income, Prot and Dividend
Total Income (including exceptional income)
Interest
189
270
127
106
59
2,186
5,209
12,749
12,587
14,319
246
1,777
4,295
4,315
3,870
1,940
3,432
8,454
8,272
10,449
Dividend - %
250%
300%
300%
250%
250%
712
681
681
674
674
23
39,591
38,922
37,481
34,103
28,492
40,303
39,626
38,162
34,778
29,166
40,303
39,626
38,162
34,780
29,172
Fixed Assets
14,678
14,972
13,486
9,805
7,352
Investments
3,885
4,770
25,626
24,654
24,676
21,090
17,050
Net Assets
40,303
39,626
38,162
34,780
29,172
Book Value - `
113.17
112.56
112.14
103.15
86.50
Loans
Total Capital Employed
Capital Represented by:
Returns
On Total Income (PBT) - %
1.91
4.01
10.51
13.28
16.00
5.89
13.83
33.74
36.50
49.28
4.81
8.66
22.15
23.79
35.83
5.45
9.75
24.95
24.53
30.99
1_Chairman Message_2013.indd 3
Siemens Ltd.
12/2/2013 12:25:22 PM
Chairmans Statement
Dear Shareholders,
Financial year 2012-13 was yet another challenging year for the Indian economy.
The investment scenario was weighed down by numerous factors such as delays
in statutory approvals, slow decision-making, land acquisition issues, volatility in
commodity prices and exchange rates, higher capital costs and non-availability of
raw material. Accentuating the low business and investor condence, the Reserve
Bank of India (RBI) revised downward, the GDP growth forecast to 4.8 percent for
the period April 2013 to March 2014.
The uncertain macro-economic environment also affected Siemens Ltd., which
operates in the business segments of infrastructure, power, industrial automation
and healthcare. While order growth was reasonable, revenues declined and the
Companys protability was also impacted due to increased project costs, lower
off-take of nished goods and project delays.
Performance highlights
For the nancial year ended September 30, 2013, the Company received new orders valued at ` 10,957.3 crores, a 7%
increase over ` 10,235.1 crores in the nancial year ended September 30, 2012. Sales were down by 12% to ` 11,145.2
crores, compared with ` 12,708.1 crores in the previous year.
The order backlog as of September 30, 2013 stood at ` 12,926.4 crores a decline of 5% compared with ` 13,660.4
crores in the previous year. Prots from operations stood at ` 170.5 crores, down by 75% compared with ` 690.3 crores
in nancial year 2011-12.
For the year ended September 30, 2013, the Companys prot before tax stood at ` 218.6 crores, down by 58% compared
with ` 520.9 crores in the previous year. The prot after tax for the year was ` 194 crores, down by 43% compared with
` 343.2 crores in the previous year.
The Board of Directors has recommended a dividend of ` 5 per equity share of face value of ` 2 per share for the nancial
year ended September 30, 2013. The Company had paid a dividend of ` 6 per equity share during the previous nancial
year.
Performance analysis
Keeping the challenging economic conditions in perspective, all four Sectors Energy, Healthcare, Industry and
Infrastructure & Cities performed at par with the market.
Among the highlights of the nancial year 2012-13, the Energy Sector won an order to install a state-of-the-art
distributed control system for the renovation and modernization of the Korba Stage-II plant of National Thermal Power
Corporation. The Sector was awarded a contract by Bangladesh Steels Re-Rolling Mills Ltd. to supply the rst private
sector funded gas-insulated switchgear substation project in Bangladesh. It also established Global Engineering Centres
in Coimbatore and Mumbai in order to strengthen its capability to support global customers with high quality, end-toend solutions.
The Healthcare Sector received a major order from Sir HN Hospital and Research Centre, Mumbai (Reliance) for the
complete imaging package. Additionally, NM Medical, a diagnostic imaging chain with a pan-India presence, selected
Siemens MAGNETOM Spectra 3T MRI scanner for installation in its new diagnostic center at Sancheti Hospital in Pune.
This will be one of the rst installations of MAGNETOM Spectra with the newly introduced 3T MRI in the country. Other
major highlights include the installation of Indias rst simultaneous PET MRI at Indraprastha Apollo, New Delhi and
Somatom Denition Edge, the newly-introduced Cardiac CT scanner at PSG Hospital, Coimbatore.
The Industry Sector received an order from Rashtriya Ispat Nigam Ltd. to modernize the Visakhapatnam steel plant.
The Steel Authority of India Ltd. signed a three-year Memorandum of Understanding (MoU) with the Sectors SITRAIN
unit to provide training for its technical staff. The Sector also unveiled the Siemens Productivity Tour, a nationwide,
multi-city mobile road show aimed at providing small and medium manufacturing enterprises across India with
technologies that will enhance their productivity and efciency.
The Infrastructure & Cities Sector secured two new contracts to construct 38 sub-stations that will improve power
distribution throughout Bangladesh. The Sector continued to support Bangladeshs Rural Electrication Board in
its efforts to provide reliable power supplies and improve economic development in western Bangladesh. In this
connection, the Sector installed and upgraded existing power distribution facilities in the country. The Sector also won
4
Siemens Ltd.
orders to supply rolling stock, electrication and a signaling system for the Gurgaon Metro and Delhi Metro, thereby
improving travel for over 30,000 passengers per hour.
The Company continued its focus on its localization initiatives under the SMART (simple-to-use, maintenance-friendly,
affordable, reliable and timely-to-market) strategy and launched additional solutions such as SMART@MT packages for
the metals industry and SMART numerical relays. The SMART products provide a competitive edge to the Company over
local and Asian competitors through a combination of quality features and affordability.
Corporate Responsibility
Siemens Ltd. has been conscious of its responsibilities as a corporate towards all its key stakeholders society,
employees, customers and the environment.
During the nancial year 2012-13, Siemens Ltd. increased its focus on the social and education sector through corporate
citizenship initiatives. I am glad to inform you about the success of Project Asha, an integrated, sustainable development
initiative that is transforming the lives of around 300 villagers in Amle village, around 130 kilometers from Mumbai.
Among other corporate citizenship initiatives at Siemens in India is Sanjeevan Mobile Clinic that provides accessible and
affordable primary healthcare focusing on community outreach, health promotion, preventive education and curative
services in remote rural areas. The Company has also undertaken upgradation of various Industrial Training Institutes
(ITIs). The Company has also awarded scholarships for engineering students from less-privileged communities and
continues to provide support for the development of children at the Welfare Society for Destitute Children, Mumbai.
These initiatives are already content-wise, fully in line with the recent amendment to the Companys Act.
In addition, our sustainability initiatives were also acknowledged by the Confederation of Indian Industry (CII), when
the Company was ranked Number 1 in the Capital Goods Sector (as per BSE classication) and graded as a Sustainable
Plus Platinum Company as part of CIIs Sustainability Rating. The Company was amongst the Top 6 out of the Top 100
listed companies in India.
People excellence
Siemens Ltd. continued to focus on the sustained development of its dynamic workforce, an important asset to the
Company. New learning and development programs launched included the Local Key Expert Career Program aimed
at developing customized career paths linked to critical business roles in research and development, engineering and
manufacturing.
Various HR processes were simplied and made exible, such as medical insurance, group personal accident insurance,
parents insurance and superannuation fund.
As of September 30, 2013, the Companys employee strength was 11,539 as compared to 12,041 as of September 30,
2012. This includes an addition of 908 employees as a result of the merger of Siemens Power Engineering Pvt. Ltd. and
Winergy Drive Systems India Pvt. Ltd. The new employees have been integrated into the Energy Sector and Industry
Sector respectively.
During the nancial year 2012-13, the Company initiated measures to optimize capacity and resource utilization across
locations to counter the lack of market demand.
The Company continues to have a cordial relationship with its unions.
The road ahead the outlook for Siemens Ltd.
While the company has already initiated measures to optimize its cost position and productivity in the factories, the
growth of the Company is also dependent on the implementation of government policies to promote infrastructure
development within the country and create an environment conducive to investment in capital goods.
It is therefore imperative that the government and the RBI work in unison to take urgent steps to create an investment
friendly environment. The recent clearances given by the Project Monitoring Group and the Cabinet Committee on
Investment for projects in the power and infrastructure space are positive signs, but more needs to be urgently done.
In conclusion, I would like to sincerely thank our customers, the board, management, unions and most importantly,
the dedicated employees for their consistent support and commitment to Siemens Ltd. during a very challenging year.
Deepak Parekh
Chairman
Annual Report 2013
Siemens Ltd.
Notice
NOTICE is hereby given that the 56th Annual General Meeting of the Members of the Company will be held at Yashwantrao
Chavan Pratishthan Auditorium, Y.B. Chavan Centre, General Jagannathrao Bhonsle Marg, Nariman Point, Mumbai 400 021 on
Thursday, 30th January, 2014, at 3.00 p.m. to transact the following business:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the audited Financial Statements for the year ended 30th September, 2013, together with
the Reports of the Directors and Auditors thereon.
2.
3.
To appoint a Director in place of Mr. Deepak S. Parekh, who retires by rotation and, being eligible, offers himself for
re-appointment.
4.
To appoint a Director in place of Mr. Keki B. Dadiseth, who retires by rotation and, being eligible, offers himself for
re-appointment.
5.
To appoint a Director in place of Mr. Pradip V. Nayak, who retires by rotation and, being eligible, offers himself for
re-appointment.
6.
To re-appoint Messrs S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number : 101049W), as
Statutory Auditors of the Company to hold ofce from the conclusion of this Annual General Meeting upto the conclusion
of the next Annual General Meeting of the Company and to authorise the Board of Directors of the Company to x their
remuneration.
SPECIAL BUSINESS:
To consider and if thought t, to pass with or without modications, the following Resolutions:
7.
8.
9.
Re-appointment of Mr. Sunil Mathur as an Executive Director and Chief Financial Ofcer of the Company and
payment of remuneration to him
As an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 read with Schedule XIII to the Companies Act, 1956
(including any statutory modication or re-enactment thereof for the time being in force) and other applicable provisions
of the Companies Act, 1956 / Companies Act, 2013, and subject to the approval of Central Government and such other
approvals / permissions, if and as may be required, the Company hereby accords its approval to the re-appointment of
Mr. Sunil Mathur, as an Executive Director and Chief Financial Ofcer of the Company, with effect from 22nd July, 2013 to
31st December, 2013, on the terms and conditions including those relating to remuneration as approved by the Members
at their 55th Annual General Meeting held on 31st January, 2013.
RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorised to take
all such steps as may be necessary, proper and expedient to give effect to this resolution.
Siemens Ltd.
10.
Appointment of Mr. Sunil Mathur as the Managing Director and Chief Executive Ofcer of the Company and
payment of remuneration to him
As an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 read with Schedule XIII to the Companies Act, 1956
(including any statutory modication or re-enactment thereof for the time being in force) and other applicable provisions
of the Companies Act, 1956 / Companies Act, 2013, and subject to the approval of Central Government, and such other
approvals / permissions, if and as may be required, the Company hereby accords its approval to the appointment of
Mr. Sunil Mathur as the Managing Director and Chief Executive Ofcer of the Company (MD and CEO) with effect from
1st January, 2014 to 31st December, 2018, on the terms and conditions including those relating to remuneration as set
out under Serial No. 3 of the Statement setting out the material facts annexed to this Notice, with liberty to the Board of
Directors (including any Committee thereof) to alter and vary any terms and conditions including remuneration in such
manner as may be agreed to between Mr. Sunil Mathur and the Board from time to time.
RESOLVED FURTHER THAT Mr. Sunil Mathur, as the MD and CEO, shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby
authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give
effect to this resolution.
Ketan Thaker
Company Secretary
Registered Ofce:
130, Pandurang Budhkar Marg
Worli, Mumbai - 400 018
Mumbai
Friday, 22nd November, 2013
Notes:
a)
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
Proxies, in order to be effective, must be received by the Company, duly lled, stamped and signed, at its Registered Ofce
not less than 48 hours before the Meeting.
b)
The Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013, concerning the Special
Business in the Notice is annexed hereto.
c)
Corporate Members intending to send their authorised representatives to attend the Annual General Meeting are
requested to send a duly certied copy of their Board Resolution authorising their representatives to attend and vote at
the Annual General Meeting.
d)
Members / Proxies / Representatives should bring the enclosed Attendance Slip, for attending the Meeting. Copies of the
Annual Report or Attendance Slips will not be distributed at the Meeting.
e)
Prole of the Directors seeking appointment / re-appointment, as required in terms of Clause 49 of the Listing Agreement
entered into with the Stock Exchanges, are annexed to this Notice.
f)
The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 17th January, 2014 to
Thursday, 30th January, 2014 (both days inclusive).
g)
The Dividend, as recommended by the Board of Directors, if declared at the 56th Annual General Meeting, will be paid
on Thursday, 6th February, 2014, to those Members who hold shares in physical form and whose name appears on the
Companys Register of Members as holders of Equity Shares on Thursday, 30th January, 2014.
In respect of shares held in electronic form, to the Benecial Owners of the shares as at the close of business hours
on Thursday, 16th January, 2014, as per details to be furnished by National Securities Depository Limited and
Central Depository Services (India) Limited.
Siemens Ltd.
h)
2005 06
2008-09
th
*Interim Dividend
11 January, 2014
Dividend
Final Dividend
*Dividend
*Final Dividend
2009-10
2006 - 07
Dividend
Dividend
*Dividend
*Dividend
2010-11
2007 08
Dividend
*Dividend
Dividend
7th March, 2016
th
4 April, 2016
2011-12
Dividend
* Declared by the erstwhile Siemens Healthcare Diagnostics Ltd. (since amalgamated with the Company).
Members are requested to contact TSR Darashaw Pvt. Ltd. (TSRDPL), the Registrar and Share Transfer Agent of the
Company for claiming the dividend for the aforesaid years.
The details of the unclaimed dividends of the aforesaid years are available on the Companys website at
www.siemens.co.in and Ministry of corporate affairs at www.mca.gov.in
i)
SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securities market, deletion
of name of deceased holder, transmission / transposition of shares. Members are requested to submit the PAN details to
their Depository Participant in case of holdings in dematerialised form or to TSRDPL in case of holdings in physical form,
mentioning your correct reference folio number.
j)
Members holding shares in dematerialised form are requested to intimate all changes pertaining to their bank details,
National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney,
change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP) only.
Changes intimated to the DP will then be automatically reected in the Companys records which will help the Company
and TSRDPL to provide efcient and better services. Members holding shares in physical form are requested to intimate
such changes to TSRDPL.
k)
Members holding shares in physical form are requested to consider converting their holding to dematerialised form to
eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact TSRDPL for
assistance in this regard.
l)
Members holding shares in more than one folio in the same name(s) are requested to send the details of their folios
alongwith the share certicates so as to enable the Company to consolidate their holdings into one folio.
m)
The Annual Report 2013 of the Company circulated to the Members of the Company, will be made available
on the Companys website at www.siemens.co.in and also on the website of the respective Stock Exchanges at
www.bseindia.com and www.nseindia.com
n)
Members desirous of getting any information about the Accounts of the Company are requested to write to the Company
atleast seven days in advance of the meeting, so that the information can be kept ready at the meeting.
o)
All documents referred to in the accompanying Notice and Statement setting out material facts are open for inspection
at the Registered Ofce of the Company on all working days between 10.00 a.m. and 12 noon up to the date of the
56th Annual General Meeting.
Siemens Ltd.
p)
Green Initiative
The Ministry of Corporate Affairs has taken a Green Initiative in Corporate Governance by issuing circulars
allowing paperless compliances by companies through electronic mode. The Members can now receive various
notices and documents through electronic mode by registering their e-mail addresses with the Company. Member
who have not registered their e-mail address with the Company can now register the same by submitting duly
lled-in E-Communication Registration Form enclosed at the end of this report (also available on our website
www.siemens.co.in), with TSR Darashaw Pvt. Ltd., / Investors relations team of the Company. The Members holding
shares in electronic form are requested to register their email addresses with their Depository Participants only.
Even after registering for E-communication, the Members are entitled to receive such communication in physical form,
upon request.
Statement setting out material facts under Section 102 of the Companies Act, 2013
1.
Item No. 7
The Board of Directors appointed Ms. Mariel von Drathen as an Additional Director of the Company with effect from
2nd August, 2013. Pursuant to Section 161(1) of the Companies Act, 2013 and Article 104(b) of the Articles of Association
of the Company, Ms. von Drathen holds ofce up to the date of this annual general meeting but is eligible for appointment
as a Director. The Company has received a notice alongwith the requisite deposit under Section 257 of the Companies
Act, 1956, from a Member signifying her intention to propose the appointment of Ms. von Drathen as a Director of the
Company.
Ms. von Drathen is a post graduate in Economics and Management and has been working with Siemens AG
since last 15 years and has held various senior level positions with Siemens AG, including Director, Strategy &
Business Alliances Information & Communication Mobile and Head of Mergers & Acquisitions, Group Investment
Management, Special Projects Communications Division. Currently, Ms. von Drathen is the Senior Vice President
Head of Investor Relations of Siemens AG.
Brief Prole of Ms. von Drathen in terms of Clause 49 of the Listing Agreement, is provided elsewhere in this Notice.
The Board of Directors are condent that her vast knowledge and varied experience will be of great value to the Company
and hence commends the Resolution at Item No. 7 of the notice for your approval.
Ms. von Drathen is not related to any other Director of the Company.
None of the Directors, Key Managerial Personnel and relatives thereof other than Ms. von Drathen, are interested in the
Resolution.
2.
Item No. 8
The Board of Directors appointed Mr. Johannes Apitzsch as an Additional Director of the Company with effect from
23rd November, 2013. Pursuant to Section 161(1) of the Companies Act, 2013 and Article 104(b) of the Articles of
Association of the Company, Mr. Apitzsch holds ofce up to the date of this annual general meeting but is eligible for
appointment as a Director. The Company has received a notice alongwith the requisite deposit under Section 257 of the
Companies Act, 1956, from a Member signifying her intention to propose the appointment of Mr. Apitzsch as a Director
of the Company.
Mr. Apitzsch is a post graduate in Economics and Business Administration and has held various senior executive
management positions with Siemens Group in Germany and abroad since last 22 years including various CFO functions in
the business elds Industry, Automation and Energy within Siemens. Currently, Mr. Apitzsch is the CFO of Infrastructure &
Cities Sector of Siemens AG. Prior to his appointment as an Additional Director, Mr. Apitzsch was an Alternate Director of
Dr. Ronald Busch on the Companys Board of Directors since April 2012.
Brief Prole of Mr. Apitzsch in terms of Clause 49 of the Listing Agreement, is provided elsewhere in this Notice.
The Board of Directors are condent that his vast knowledge and varied experience will be of great value to the Company
and hence commends the Resolution at Item No. 8 of the notice for your approval.
Mr. Apitzsch is not related to any other Director of the Company.
None of the Directors, Key Managerial Personnel and relatives thereof other than Mr. Apitzsch, are interested in the
Resolution.
Siemens Ltd.
3.
Remuneration:
Salary per month (`)
950,513
Annual Increments as may be decided by the Remuneration Committee of Directors / Board of Directors.
II.
Perquisites:
i.
In addition to the above, he shall also be entitled to Perquisites and Allowances like Rent-free furnished / semifurnished accommodation / House Rent Allowance / Stay in a hotel; Domiciliary Medical Reimbursement,
Hospitalisation Expenses, Leave; Leave Travel Concession; Home Leave; Retirement benets as per the laws
applicable from time to time; Club Fees; Long Service Award; Company maintained two cars each with driver.
Communication facility (Personal long distance calls will be borne by him), as per the Rules of the Company.
The perquisites and allowances shall be valued as per the Income Tax Rules, wherever applicable. In the
absence of any such Rules, they shall be evaluated at actual cost.
ii.
iii.
Holiday passage for children studying outside India / family staying abroad:
Return holiday passage is admissible once in a year by economy class or once in two years by rst class to
children from their place of study abroad to India and to the members of the family from the place of their
stay abroad to India if they are not residing in India with him.
iv.
III.
10
Siemens Ltd.
IV.
V.
Commission
He shall also be entitled to remuneration by way of Commission as may be decided by the Board of Directors /
Remuneration Committee of Directors from time to time.
VI.
The Severance fees shall be payable as per the Rules of the Company.
VII.
Minimum Remuneration
Notwithstanding anything hereinabove, where, in any Financial Year during the currency of his tenure as
the MD & CEO, the Company has no prots or its prots are inadequate, the Company will pay the aforesaid
remuneration by way of Salary, Special Allowance, Perquisites, Performance Linked Incentive, benet under the
Equity based compensation programs of Siemens AG / Siemens Ltd., and Severance fees, as Minimum Remuneration
to him.
No Sitting Fee shall be paid to him for attending the Meetings of the Board of Directors or any Committee thereof.
The above shall be treated as an abstract of the terms and conditions of appointment including remuneration of
Mr. Mathur, pursuant to Section 302 of the Companies Act, 1956.
Pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII to the Companies Act, 1956,
the approval of Members, is sought for re-appointment of Mr. Mathur as an ED & CFO for a period from
22nd July, 2013 to 31st December, 2013 and as the MD & CEO for a period from 1st January, 2014 to 31st December, 2018,
on the terms and conditions including remuneration as mentioned hereinabove. The Board of Directors commends
Item Nos. 9 and 10 for your approval.
Mr. Mathur is not related to any other Director of the Company.
None of the Directors, Key Managerial Personnel and relatives thereof other than Mr. Mathur are interested in the
above Resolutions.
Ketan Thaker
Company Secretary
Registered Ofce:
130, Pandurang Budhkar Marg,
Worli, Mumbai - 400 018
Mumbai
Friday, 22nd November, 2013
Siemens Ltd.
11
Date of Birth
18 October, 1944
20 December, 1945
Date of
Appointment
Qualication
B.Com.
B.Com.
Fellow Member of The Institute of Chartered
Fellow Member of The Institute of
Accountants of India as well as of England and Wales Chartered Accountants - England and
Wales
Directorships held
in other Public
companies in India
1. GlaxoSmithKline
Pharmaceuticals Ltd.
Membership of
Committees held
in other Public
companies in India
Audit Committee
1. The Indian Hotels Company Ltd.
Member
2. GlaxoSmithKline Pharmaceuticals Ltd.
Member
3. Mahindra & Mahindra Ltd. - Chairman
Audit Committee
1. Britannia Industries Ltd. - Member
2. ICICI Prudential Life Insurance
Company Ltd. - Chairman
3. Piramal Enterprise Ltd. - Member
4. The Indian Hotels Company Ltd.
Chairman
5. Godrej Properties Ltd. - Chairman
Audit Committee
1. GlaxoSmithKline
Pharmaceuticals Ltd.
Member
9,000
Nil
Nil
Particulars
Date of Birth
Date of
Appointment
Qualication
Master in Economics
Nil
Nil
N.A.
N.A.
N.A.
Nil
Nil
Nil
Directorships held
in other Public
companies in India
Membership of
Committees held
in other Public
companies in India
No. of Equity
shares held in the
Company
12
Siemens Ltd.
Directors Report
Dear Members,
The Directors have pleasure in presenting the 56th Annual Report of your Company and the Audited Accounts for the year ended
30th September, 2013.
1.
Financial Performance
` in Million
Turnover
Prot before exceptional items, prior period items and tax
Add: Exceptional Items
Add: Prior Period Items
Prot before Tax
Less: Tax
Net Prot after Tax
Balance in the Statement of Prot and Loss brought forward
Addition in the Statement of Prot and Loss due to the amalgamation of companies
Amount available for appropriation
Appropriations:
General Reserve
Proposed Dividend
Dividend Distribution Tax
Balance in the Statement of Prot and Loss carried forward
2.
2012-13
113,526
1,861
325
2,186
246
1,940
6,110
134
8,184
2011-12
129,199
7,208
(1,200)
(799)
5,209
1,777
3,432
4,771
705
8,908
194
1,781
303
5,906
343
2,112
343
6,110
Operations
The Turnover of the Company decreased by approximately 12% and stood at ` 113,526 million as compared to
` 129,199 million in the previous year. The Companys Prot from Operations for the year ended 30th September, 2013
was ` 1, 705 million as compared to ` 6,903 million in the corresponding period of the previous year.
The Prot after Tax was ` 1,940 million, compared to ` 3,432 million during 2011-12.
3.
Dividend
The Board of Directors recommends a dividend of ` 5 per Equity Share of ` 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
` 6 per Equity Share of ` 2 each.
4.
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
High Court Order date Bombay : 2nd November, 2012
Punjab & Haryana : 23rd November, 2012
Appointed Date
1st October, 2011
Effective Date
1st January, 2013
Share Exchange Ratio 6 Equity Shares of ` 2 each of the Company
for every 13 Equity Shares of ` 10 each of
SPEL
Equity Shares issued
3,461,538 to Siemens Aktiengesellschaft,
Germany
Date of Allotment of 5th February, 2013
new Equity shares
Winergy
Bombay : 22nd March, 2013
Madras : 18th February, 2013
1st October, 2012
31st March, 2013
1 Equity Share of ` 2 each of the Company
for every 72 Equity Shares of ` 10 each of
Winergy
625,139 to Siemens Aktiengesellschaft,
Germany
24th May, 2013
Siemens Ltd.
13
Directors Report
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 ` 1,285 million and recorded prot of
` 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
` 2 each (FY 2011-12) to 356,119,885 Equity shares of ` 2 each (FY 2012-13). The following are the details of the Equity
shares issued and allotted during FY 2012-13:
Particulars
No. of Equity
shares of the Face
value of ` 2 each
Date of Allotment
11,738,108
13.10.2012
75
01.02.2013
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 ` 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.
8.
9.
Corporate Governance
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the
Managements 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 Certicate thereon forms part of this Report as Annexure III.
General Shareholder Information forms part of this Report as Annexure IV.
10.
14
Siemens Ltd.
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.
13.
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 prot of the Company for the year ended on that date;
c.
proper and sufcient 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.
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 ofce 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 Ofcer (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 Ofcer (ED & CFO) for a term of ve
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 ve years with effect from 1st January, 2014. Consequent to his appointment
as MD & CEO, Mr. Mathurs tenure as ED & CFO was revised for a period from 22nd July, 2013 to 31st December, 2013.
The terms and conditions of Mr. Mathurs re-appointment as ED & CFO and appointment as MD & CEO, including his
remuneration, are subject to approval of the Members.
Siemens Ltd.
15
Directors Report
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.
Proles 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 certicate 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 xed 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 led 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.
Deepak S. Parekh
Chairman
Mumbai
Friday, 22nd November, 2013
16
Siemens Ltd.
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 efcient 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 of consumption of energy:
Replacement of air purier with energy efcient purier and removal of leakages 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.
Environment Protection.
B.
Research and Development (R&D)
1.
Specic areas in which R&D was carried out:
Enhancement of our range in LV motors by manufacturing upto 1750kW 690V LV range motors in India.
Introducuction of IE2 and IE3 range of high efciency motors in Indian market conforming to IS:12615.
Development of special industrial motors in dual speed with single stator winding for rugged applications
suitable for 1000 Ton Press-brake (with uctuating torques), for auto-industry.
Design and realization of current transformer operated thermal overload relay for 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 ratings 12kV, 21kA / 1sec.
2.
Benets derived as a result of the above R&D:
Cost effective product
Energy efcient products.
Overall cost reduction.
Opportunity to tap new market.
Improved quality.
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 the latest 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 Sirius family.
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 providing advantages and features
presently available in European designs.
4.
Expenditure on R&D:
a.
Capital Expenditure:
` 150 million
b.
Revenue Expenditure:
` 195 million
c.
Total Expenditure:
` 345 million
d.
Total R & D expenditure as a percentage of total turnover : 0.30%
Annual Report 2013
Siemens Ltd.
17
C.
Imported Technology:
Technology Imported
The Company manufactures products for the local market which could also be exported to other markets having
similar requirements. Among the products being exported are GIS substations, high-performance and energyefcient technologies such as control relay panels 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 well as 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.
Deepak S. Parekh
Chairman
Mumbai
Friday, 22nd November, 2013
18
Siemens Ltd.
ENERGY SECTOR
The power segment continued to face issues related to land
acquisition, environmental clearances, power tariffs and
fuel linkages. During the nancial year 2012-13, the market
for power equipment was characterized by sharply reduced
demand, overcapacities and consequently lower prices.
Despite these challenges, the Energy Sector was in a position
to retain its overall market share.
During the nancial year, the Energy Sector set up Global
Engineering Centres for Compressors and Oil & Gas Solutions
Annual Report 2013
HEALTHCARE SECTOR
The growth of the overall healthcare market is directly linked
to the growth of the economy as a majority of healthcare
costs are paid for out-of-pocket by patients a fact attributed
to the low penetration of insurance services in India. The
Healthcare Sector was also affected by the exchange rate
uctuation.
Siemens Ltd.
19
21
a.
b.
Deepak S. Parekh
Chairman
Mumbai
November 22, 2013
Siemens Ltd.
23
I.
II.
Composition
During the year under consideration, the Board comprises of 11 experts (excluding Alternate Director) drawn from
diverse elds / professions. The Board has an optimum combination of Executive and Non-executive Directors,
which is in conformity with the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges
(Listing Agreement) in this regard. The Chairman of the Board is a Non-executive and Independent Director.
All Directors, except the Managing Director and Special Director, are liable to retire by rotation.
The Company has 9 Non-executive Directors out of which 6 are Independent Directors. There are two Directors in
whole-time employment of the Company, one being the Managing Director and other as an Executive Director.
The necessary disclosures regarding Committee positions have been made by all the Directors. None of the
Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across
all companies in which they are Directors.
There is no relationship between the Directors inter-se.
The Composition of the Board, Directorship / Committee positions in other companies as on 30th September, 2013,
number of meetings held and attended during the Financial Year (FY) are as follows:
Name
24
Category(1)
Held
Attended
Attendance
at last AGM
held on
31.01.2013
Other
Directorships in
India(2)
Yes
Other Committee
positions in India(3)
Member
Chairman
NED (I)
Yes
10
NED (I)
Yes
NED (I)
Yes
NED (I)
Yes
NED (I)
Yes
Nil
WTD
Yes
Nil
WTD
Yes
Nil
N.A.
N.A.
NED
Yes
Nil
N.A.
N.A.
10
NED
N.A.
Nil
N.A.
N.A.
11
NED
Yes
Nil
N.A.
N.A.
12
NED
N.A.
Nil
N.A.
N.A.
NED (I)
Board Meetings
during the
FY 2012-13
Siemens Ltd.
Notes:
(1)
Category: WTD - Whole-time Director, NED Non-executive Director, NED (I) Non-executive Director and
Independent.
(2)
(3)
Includes only Audit Committee and Investors Grievance Committee of public limited companies.
(4)
(5)
Special Director as per Article 110 of the Articles of Association of the Company and as such is not bound to
retire by rotation.
(6)
Mr. Apitzsch attended the Board Meeting dated 23rd November, 2012 and 2nd August, 2013 as an
Alternate Director for Dr. Roland Busch and attended the remaining two meetings as an invitee.
(7)
Details provided for the period for which the individual held Directorship of the Company.
Board Meetings
During the Financial Year 2012-13, 5 Meetings were held on 13th October, 2012, 23rd November, 2012,
31st January, 2013, 26th April, 2013 and 2nd August, 2013.
The gap between any two Meetings did not exceed four months.
Agenda papers containing all necessary information / documents are made available to the Board in advance to
enable the Board to discharge its responsibilities effectively and take informed decisions. Where it is not practicable
to attach or send the relevant information as a part of Agenda Papers, the same are tabled at the meeting or / and
the presentations are made by the concerned managers to the Board. Considerable time is spent by the Directors
on discussions and deliberations at the Board Meetings.
The information as specied in Annexure IA to Clause 49 of the Listing Agreement is regularly made available to the
Board, whenever applicable, for discussion and consideration.
III.
Committees of Directors
A
Mandatory Committees
i.
From
Attended
15.12.2000
01.10.2006
22.11.2004
01.02.2006
Siemens Ltd.
25
Oversight of the Companys nancial reporting process and disclosure of nancial information.
b.
Recommend the appointment, re-appointment and, if required, replacement or removal of Statutory Auditors,
xation of audit fees and approving payments for any other services.
c.
Review with management the annual and quarterly nancial statements before submission to the Board.
d.
Review with management, performance of Statutory and Internal Auditors and adequacy of internal control
systems.
e.
f.
Discussions with Internal Auditors of any signicant ndings and follow-ups thereon.
g.
h.
Discussions with Statutory Auditors before the audit commences, of the nature and scope of audit as well as have
post-audit discussion to ascertain any areas of concern.
i.
Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors.
j.
k.
Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
The appointment, removal and remuneration of the Chief Internal Auditor; and
The nancial statements, in particular, the investments made by unlisted subsidiary companies.
In addition to the above, the following disclosures are made to the Audit Committee, as and when applicable:
Utilisation / application of proceeds from public issues, rights issues, preferential issues, etc., if any.
The Audit Committee is vested with the necessary powers, as dened in its Charter, to achieve its objectives.
The Chairman of the Audit Committee was present at the 55th Annual General Meeting held on 31st January, 2013.
ii.
From
Attended
15.12.2000
01.02.2006
Nil
01.01.2008
th
th
During the Financial Year 2012-13, the Committee met on 5 October, 2012 and 11 March, 2013.
Mr. Ketan Thaker, Company Secretary, is the Compliance Ofcer pursuant to the requirement of the Securities and
Exchange Board of India (SEBI) Regulations and Listing Agreement.
26
Siemens Ltd.
Received
Cleared
Pending
01
01
07
07
13
10
03*
03
03
01
01
25
22
03*
Non-Mandatory Committees
Remuneration Committee of Directors (Remuneration Committee)
The Chairman of the Remuneration Committee is a Non-executive and Independent Director. The present composition of
the Remuneration Committee is as follows:
Name
From
Attended
15.12.2000
15.12.2000
01.10.2004
23.07.2007
Nil
N.A.
01.02.2013
st
st
During the Financial Year 2012-13, the Committee met on 21 November, 2012 and 31 January, 2013.
(1)
Details provided for the period for which the individual held Committee Membership.
Terms of reference
a.
Determine the Companys policy on specic remuneration packages for Whole-time Directors / Executive Directors
including pension rights and any compensation payment.
b.
Decide the actual Salary, Salary Grades, Overseas Allowance, Perquisites, Retirals and Increment of Whole-time
Directors.
c.
Dene and implement the Performance Linked Incentive Scheme (including ESOP of the Company and / or Siemens
AG) and evaluate the performance and determine the amount of incentive of the Whole-time Directors for that
purpose.
d.
e.
Periodically review and suggest revision of the total remuneration package of the Whole-time Directors keeping in
view the performance of the Company, standards prevailing in the industry, statutory guidelines, etc.
Siemens Ltd.
27
Remuneration Policy
The remuneration policy of the Company is performance driven and is structured to motivate employees, recognize their merits
& achievements and promote excellence in their performance.
1.
12,868,500
9,351,900
Perquisites
35,869,328
21,918,963
39,695,722
27,618,098
9,462,290
8,415,469
Nil
Nil
97,895,840
67,304,430
From
01.10.2007
22.07.2008
To
31.12.2013
31.12.2018*
Nil
Nil
(1)
*subject to Members approval for the re-appointment as the Executive Director and Chief Financial Ofcer for the period
from 22.07.2013 to 31.12.2013 and appointment as Managing Director and Chief Executive Ofcer for a period of ve
years w.e.f. 01.01.2014 in the ensuing Annual General Meeting.
Notes:
(1)
Perquisites include Companys contribution to Provident Fund and Superannuation Fund for Directors (except
Dr. Bruck). Further, Overseas Allowance and Special Allowance are included in the perquisite for Dr. Bruck and
Mr. Mathur, respectively.
(2)
The Whole-time Directors are covered under the Companys gratuity, leave, medical and silver/golden jubilee
schemes as applicable, along with the other employees of the Company. These liabilities are determined for all
employees by an independent actuarial valuation. The specic amount for such benets cant be ascertained
separately and accordingly the same has not been included above.
The Severance fees are payable to the Directors on termination of employment as per the rules of the Company.
28
Siemens Ltd.
2.
Commission
In terms of the Members approval given at the 52nd Annual General Meeting held on 29th January, 2010, Commission is
payable at a rate not exceeding 1% per annum of the Net Prots of the Company computed in the manner referred to in
Section 309 of the Companies Act, 1956. The actual amount of Commission payable to each Non-executive Director is
decided by the Board on the following criteria:
Overall contribution
Remuneration paid / payable to the Non-executive Directors for the Financial Year 2012-13:
Name
Commission*(1)
Total
(`)
260,000
260,000
160,000
120,000
170,000
150,000
N.A.
N.A.
N.A.
N.A.
(`)
3,800,000
3,000,000
1,950,000
1,950,000
1,950,000
1,950,000
N.A.
N.A.
N.A.
N.A.
(`)
4,060,000
3,260,000
2,110,000
2,070,000
2,120,000
2,100,000
N.A.
N.A.
N.A.
N.A.
Number of Equity
Shares of ` 2
each held as on
30.09.2013
(`)
9,000
8,000
9,000
5,000
Nil
Nil
Nil
Nil
Nil
Nil
Subject to the approval of Annual Accounts for the Financial Year 2012-13 by the Members at the
56th Annual General Meeting to be held on 30th January, 2014.
(2)
None of the Non-executive Directors have any other pecuniary interest in the Company, as disclosed to us.
C.
Siemens Ltd.
29
stakeholders. The Chairman of the Corporate Governance Committee is a Non-executive and Independent Director.
The present composition of the Corporate Governance Committee is as follows:
Name
Mr. Keki B. Dadiseth, Chairman
Mr. Deepak S. Parekh
Mr. Yezdi H. Malegam
Mr. Darius C. Shroff
Mr. Joe Kaeser
Dr. Armin Bruck
Dr. Roland Busch / Mr. Johannes Apitzsch (Alternate Director for Dr. Roland Busch)
From
01.06.2007
01.06.2007
01.06.2007
23.07.2007
01.06.2007
01.01.2008
10.08.2012
During the Financial Year 2012-13, the Committee met on 13th October, 2012 and 26th April, 2013.
ii.
From
23.07.2007
23.07.2007
23.07.2007
23.07.2007
01.10.2008
01.02.2012
10.08.2012
The Investment / Disinvestment Committee Meetings are held as and when required. During the Financial Year
2012-13, the Committee met on 22nd July, 2013.
IV.
From
01.01.2008
01.10.2008
02.08.2013
The STC notes and takes on record the transfer / transmission / transposition of shares and consolidation / splitting
of folios, issue of share certicates in exchange for sub-divided, consolidated, defaced, etc., as approved by the
authorised persons. The STC also notes the dealings in Companys Shares by the designated employees under
the Companys Code of Conduct for Prevention of Insider Trading. 12 Meetings of STC were held during the
Financial Year 2012-13.
ii.
30
From
01.10.2008
01.01.2008
02.08.2013
Siemens Ltd.
The FC authorises opening / closing of bank accounts, availing of credit facilities, giving of loans, intercorporate
deposits, guarantees, investment in mutual funds, commodity hedging etc. The FC Meetings are held as and when
required. 11 Meetings of FC were held during the Financial Year 2012-13.
iii.
From
01.01.2008
27.07.2008
02.08.2013
The DPC issues / revokes Powers of Attorney, xes the procedures for signing authority, grants authority for various
purposes to the employees, etc. The DPC Meetings are held as and when required. 17 Meetings of DPC were held
during the Financial Year 2012-13.
V.
Subsidiary companies
The Company does not have any Subsidiary as on 30th September, 2013.
VI.
Chief Executive Ofcer (CEO) and Chief Financial Ofcer (CFO) certication
As required by Clause 49 V of the Listing Agreement, the CEO and CFO certication on the Financial Statements, the
Cash Flow Statement and the Internal Control Systems for nancial reporting has been obtained from Dr. Armin Bruck
(Managing Director / CEO) and Mr. Sunil Mathur (Executive Director / CFO).
VII.
Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers (the Whistleblower
Policy)
The Company is committed to provide an open, honest and transparent working environment and seeks to eliminate
fraudulent activities in its operations. To maintain high level of legal, ethical and moral standards and to provide a gateway
for employees to report unethical behaviour and actual or suspected frauds, the Company has adopted the Whistleblower
Policy with effect from 1st February, 2005, in line with Clause 7 of Annexure I D to Clause 49 of the Listing Agreement. No
personnel have been denied access to the Audit Committee.
The Whistleblower Policy broadly covers a detailed process for reporting, handling and investigation of fraudulent activities
and providing necessary protection to the employees who report such fraudulent activities / unethical behaviour.
X.
Siemens Ltd.
31
XI.
a.
b,
Day, Date
and Time
2011-12
Thursday,
31st January,
2013
2.30 p.m.
2010-11
Tuesday,
31st January,
2012
3.00 p.m.
2010-11
Thursday,
24th March,
2011
3.00 p.m.
Approving
the
issue
and allotment of shares
consequent to amalgamation
of
Siemens
Healthcare
Diagnostics Limited with
Siemens Limited during
SAGs Offer Period.
2009-10
Friday,
28th January,
2011
3.00 p.m.
Pursuant to Section 192A of the Companies Act, 1956 and Companies (passing of resolution by postal ballot)
Rules, 2011, the following Ordinary Resolution was passed by the Members by way of Postal Ballot:Sale and transfer of the Companys Postal and Parcel Logistics Technologies and
Airport Logistics Technologies businesses to Siemens Postal Parcel & Airport
Logistics Pvt. Ltd., a 100% subsidiary of Siemens Aktiengesellschaft, Germany,
with effect from the close of business hours of 30th September, 2013.
Name of Scrutinizer
Mr. P. N. Parikh of M/s. Parikh Parekh & Associates, Practicing Company Secretaries
Number of Votes
3,563
278,782,136
In favour
3,277
271,868,968
Percentage (%)
91.97
97.52
Against
286
6,913,168
Percentage (%)
8.03
2.48
442
143,087
Thus, the above resolution has been passed by overwhelming majority of Members who cast their vote. In addition
to physical voting, the members were provided with e-voting option to cast their vote.
Resolutions, if required, shall be passed by Postal Ballot during the year ending on 30th September, 2014, as per the
prescribed procedure.
32
Siemens Ltd.
XII.
Disclosures
a.
Transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in notes to accounts
annexed to the nancial statements.
b.
The Company has not entered into any other transaction of a material nature with the Promoters, Directors or
Management, their subsidiaries or relatives, etc. that may have a potential conict with the interests of the Company
at large.
c.
With regard to matters related to capital markets, the Company has complied with all requirements of the Listing
Agreement as well as SEBI regulations and guidelines. No penalties were imposed or strictures passed against the
Company by the Stock Exchanges, SEBI or any other statutory authority during the last three years in this regard.
d.
Disclosures have also been received from the senior management personnel relating to the nancial and commercial
transactions in which they or their relatives may have a personal interest. However, none of these transactions have
potential conict with the interests of the Company at large.
The Board: The Company does not maintain a separate ofce for the Non executive Chairman. The independent
directors are having requisite qualication and experience to act as a director on the Board.
b.
Remuneration Committee: The Company has a Remuneration Committee. Please refer relevant paragraph of this
report.
c.
Shareholders Rights: The quarterly nancial results are published in the newspapers of wide circulation and not
sent to individual shareholders. Financial Results are also available on the website of the Company and of stock
exchanges where the Equity shares of the Company are listed,
d.
e.
Training of Board Members: All members of the Board are experts in their respective elds and well versed with
business as well as risk prole of the Company.
f.
Evaluation of Non-Executive Board Members: The Board members are from diverse elds of expertise and have long
standing experience and expert knowledge in their respective elds which is very relevant as well as of considerable
value for the Companys business.
g.
Whistle Blower Policy: The Company has a Whistleblower Policy. Please refer relevant paragraph of this report.
Deepak S. Parekh
Chairman
Mumbai
Friday, 22nd November, 2013
Annual Report 2013
Siemens Ltd.
33
Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding compliance with
Business Conduct Guidelines (Code of Conduct)
In accordance with Clause 49 I D of the Listing Agreement with the Stock Exchanges, I hereby conrm that all the Directors
and the Senior Management personnel of the Company have afrmed compliance with the Business Conduct Guidelines
(Code of Conduct), as applicable to them, for the Financial Year ended on 30th September, 2013.
o S
e e s Ltd.
td.
For
Siemens
We have reviewed the nancial statements and the cash ow of Siemens Ltd. (the Company) for the year ended
30th September, 2013 and to the best of our knowledge and belief:
i)
These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii)
These statements together present a true and fair view of the Companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
b)
There are, to the best of our knowledge and belief, no transactions entered into between the Company during the year
which are fraudulent, illegal or violative of the Companys code of conduct.
c)
We accept responsibility for establishing and maintaining internal controls for nancial reporting. We have evaluated the
effectiveness of internal control systems of the Company and have disclosed to the Auditors and the Audit Committee,
deciencies in the design or operation of internal controls, if any and steps taken or proposed to be taken for rectifying
these deciencies.
d)
Signicant changes in the internal control over nancial reporting during the year;
ii)
Signicant changes in accounting policies during the year and that the same have been disclosed suitably in the
notes to the nancial statements;
iii)
Instances of signicant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a signicant role in the Companys internal control systems over nancial reporting.
Yours truly
Sunil Mathur
Executive Director / CFO
Mumbai
Friday, 22nd November, 2013
34
Siemens Ltd.
Certicate of Compliance
To
The Members of Siemens Limited
We have examined the compliance of conditions of Corporate Governance by Siemens Limited (the Company), for the year
ended on September 30, 2013, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the nancial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efciency or
effectiveness with which the management has conducted the affairs of the Company.
Place : Mumbai
Date : November 22, 2013
Siemens Ltd.
35
Corporate Information
Siemens Limited was incorporated on 2nd March, 1957 initially as a private limited company under the name Siemens Engineering
& Manufacturing Co. of India Private Limited by the Registrar of Companies, Maharashtra, vide Certicate of Incorporation No.
10839 of 1956-57. Subsequently the Company was converted into public company. The name of the Company was thereafter
changed from Siemens Engineering & Manufacturing Co. of India Limited to Siemens India Limited on 23rd October, 1967 and
thereafter to the present name on 31st March, 1987.
1.
2.
Venue
Financial Calendar
The Company follows the period of 1st October to 30th September, as the Financial Year.
For the Financial Year 2013-14, Financial Results will be announced as per the following tentative schedule:
1st quarter ending 31st December, 2013
nd
st
rd
th
3.
The Company has paid the listing fees for the Financial Year 2013-14 to the aforesaid Stock Exchanges.
The Company forms part of CNX 100 & CNX Nifty Junior indices of NSE. BSE has permitted trading of the Companys
Shares in the A Group. The Companys shares are also available for trading in the Futures & Options segment. The market
lot for trading in the Companys shares in this segment is 250.
4.
36
500550
NSE
SIEMENS EQ
Reuters
SIEM.BO / SIEM.NS
Bloomberg
SIEM:IN
INE003A01024
L28920MH1957PLC010839
Siemens Ltd.
5.
6.
NSE
High
Low
Volume
High
Low
Nos.
Volume
October 2012
749.95
675.00
663,342
750.00
675.10
5,496,750
November 2012
712.20
649.60
960,101
712.95
649.00
4,991,402
December 2012
698.75
656.35
365,697
698.50
656.25
2,805,334
Nos.
January 2013
695.25
630.65
548,356
695.70
632.00
3,175,606
February 2013
656.75
502.20
680,943
657.45
501.00
3,614,853
March 2013
592.00
482.35
1,060,814
594.00
482.35
7,266,922
April 2013
563.75
467.00
1,466,946
564.00
466.65
8,309,679
May 2013
628.00
531.50
1,505,483
628.00
531.45
7,760,215
June 2013
600.10
501.55
527,465
600.80
501.10
3,772,741
July 2013
590.90
487.10
659,838
591.10
486.00
4,892,061
August 2013
519.80
416.00
1,034,807
519.50
414.00
6,175,898
September 2013
568.00
414.05
1,985,042
569.00
416.00
10,590,477
(2) The Companys closing share price movement during the Financial Year 2012-13 on BSE and NSE vis--vis
respective indices:
800
BSE Sensex
20,000
600
500
15,000
Index
700
10,000
400
300
25,000
200
5,000
0
Sep - 13
Jul - 13
Jun - 13
May - 13
Apr - 13
Mar - 13
Feb - 13
Jan- 13
Dec - 12
Nov - 12
Oct - 12
Aug - 13
100
Siemens Ltd.
37
7.
Shares
Number
% of total
Number
% of total
139,083
99.04
28,279,351
7.94
501-1000
772
0.55
5,408,702
1.52
1001-2000
327
0.23
4,532,781
1.27
2001-3000
71
0.05
1,719,462
0.48
3001-4000
41
0.03
1,467,981
0.41
4001-5000
25
0.02
1,147,969
0.32
5001-10000
45
0.03
3,118,820
0.88
71
0.05
310,444,819
87.18
140,435
100.00
356,119,885
100.00
1-500
Total
8.
Shareholders
Category
% of total
75.00
Public
10.82
Insurance Companies
7.21
0.14
1.24
3.56
Bodies Corporate
1.69
0.33
0.01
100.00
Total
38
2013
2012
140,435
137,143
Siemens Ltd.
9.
Category
Number of Shares
of ` 2 each
Promoter
267,089,913
75.00
Financial Institution
20,247,974
5.69
Body Corporate
2,138,160
0.60
Financial Institution
1,767,503
0.50
Foreign Institutional
Investor
1,752,273
0.49
Body Corporate
1,378,811
0.39
Body Corporate
1,188,348
0.33
Mutual Fund
1,029,000
0.29
Foreign Institutional
Investor
1,001,942
0.28
10
654,996
0.18
298,248,920
83.75
Mutual Fund
Total
% of total
Capital *
*Total Paid-up Equity Share Capital is ` 712,239,770 i.e. 356,119,885 Equity Shares of ` 2/- each.
(1) including 3.30% Shares held by Siemens VAI Metals Technologies GmbH, Austria, a subsidiary of Siemens AG.
10. Dematerialisation of Shares & Liquidity
The details of Equity Shares dematerialised and those held in physical form as on 30th September, 2013 are given hereunder:
Equity Shares of ` 2 each
Particulars of
Equity Shares
Shareholders
Number
% of total
Number
% of total
345,855,234
97.12
99,157
70.61
5,336,335
1.50
32,908
23.43
Sub-total
351,191,569
98.62
132,065
94.04
4,928,316
1.38
8,370
5.96
Total
356,119,885
100.00
140,435
100.00
Dematerialized form
NSDL*
CDSL
Physical Form
* including 75.00% holding of Siemens AG, Germany and its subsidiary, i.e. Siemens VAI Metals Technologies GmbH,
Austria.
Considering the advantages of dealing in securities in electronic / dematerialised form, shareholders still holding Shares in
physical form are requested to dematerialise their shares at the earliest. For further information / clarication / assistance
in this regard, please contact TSR Darashaw Pvt. Ltd., Registrar and Share Transfer Agent.
As per the directions of SEBI, Equity Shares of the Company can be traded by all the investors only in dematerialised form.
The Companys Shares are actively traded on BSE and NSE.
11. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity
The Company has not issued any such securities.
Annual Report 2013
Siemens Ltd.
39
84, M G Road
Email: csg-unit@tsrdarashaw.com
Email: tsrdlbang@tsrdarashaw.com
Website: www.tsrdarashaw.com
Email: tsrdlcal@tsrdarashaw.com
Email: tsrdldel@tsrdarashaw.com
3, Sumatinath Complex,
Email: tsrdljsr@tsrdarashaw.com
Email: shahconsultancy8154@gmail.com
40
Siemens Ltd.
Goa
Gujarat
Andhra Pradesh
Karnataka
West Bengal
Puducherry
Haryana
Tamilnadu
Address
1.
E-76, Waluj, MIDC Area, Aurangabad 431 136
2.
Plot No A 1/2, Five Star MIDC, Shendra, Aurangabad 431 201
3.
Plot No. C-1, Additional Industrial Area, MIDC, Ambad, Nashik - 422 010
4.
Thane - Belapur Road, Thane - 400 601
5.
Plot No. R-508 , TTC, Industrial Area, MIDC, Rabale, Thane- 400 701
6.
Thane-Belapur Road, Airoli, Navi Mumbai 400 708
7.
Plot No. D-41/1, TTC Industrial Area, MIDC Turbhe, Opp. Turbhe MTNL Exchange,
Navi-Mumbai- 400 705
L-6, Verna Industrial Area, Panjim-Margao Highway, Verna, Goa 403 722
1.
R.S. No: 144, Maneja Village, Opp. Makarpura Rly. Station, Vadodara 390 013
2.
589 Sayajipura, Ajwa Road, Vadodara 390 019
Plot No. 89 & 90, IDA, Gandhinagar, Post Balanagar, Hyderabad 500 037
97/2, Devanahalli Road, Off Old Madras Road, Virgonagar Post, Bengaluru 560 049
Nimpura Industrial Growth Centre, PO: Rakhajungle, Paschim Midnapur, Kharagpur 721 301
1.
MMG Manufacturing Group - Unit -I, R.S No 16/8, Kurumbapet Village, Villianur Commune,
Puducherry - 605 009
2.
MMG Manufacturing Group - Unit -II, R.S No 23/2A, Uruvaiyaru Road, Abishegapakkam,
Puducherry - 605 007
Sector-18, Unit No. 37, Gurgaon 122 002, Haryana
309/2, A Block 100, Chettipedu Village, Thandalam Post, Sriperumbudur Taluk, Kancheepuram
District, Chennai, Tamilnadu - 602 105
Auditors
S. R. Batliboi & Associates LLP
Cost Auditors
R. Nanabhoy & Co.
Siemens Ltd.
41
Deepak S. Parekh
Chairman
Mumbai
Friday, 22nd November, 2013
Note: The information given hereinabove is as of date unless otherwise stated.
42
Siemens Ltd.
P1 - Ethics, Transparency
and Accountability
P2 - Product Sustainability
SUSTAINABILITY PROGRAMME
P9
P3
WALK THE TALK
BUSINESS OPPORTUNITIES
P2
P6
P8
STAKEHOLDER ENGAGEMENT
P3 - Employee Wellbeing
P4 - Stakeholder
Engagement
P4
P5 - Human Rights
P6 - Environment
P7
P7 - Public Policy
Advocacy
P8 - Inclusive Growth and
Equitable Development
P9 - Customer Value
P1, P5
Siemens Ltd.
43
Siemens Ltd. delivered the core rail systems for Rapid Metro
Rail Gurgaon. Supporting infrastructural development in India
through such projects resonate our vision of transforming
cities for the better through sustainable technology.
44
Siemens Ltd.
2.
3.
4.
5.
45
(i)
(ii)
(a)
(b)
(c)
(a)
(b)
(iii)
(iv)
46
(c)
(a)
(e)
(a)
(vi)
(a)
(b)
(c)
Siemens Ltd.
Nature of dues
Duty, Penalty
Duty
Amount
(` in millions)
17
539
Tribunal
1,097
Assistant / Additional
Commissioner
223
654
Tribunal
531
High Court
2003-04
Supreme Court
120
1998-99
High Court
22
2010-11
Commissioner
197
2003-08
High Court
(x)
(xi)
(xvi) The Company did not have any term loans outstanding
during the year.
Place: Mumbai
Date: November 22, 2013
Siemens Ltd.
47
Balance Sheet
as at 30 September 2013
(Currency: Indian rupees millions)
Notes
2013
2012
712
39,591
681
23
38,922
Non-current liabilities
Other long-term liabilities
Long-term provisions
5
6
837
2,535
1,048
3,075
Current liabilities
Trade payables
Other current liabilities
Short-term provisions
7
8
9
25,518
15,700
13,547
26,542
22,079
14,077
98,440
106,447
10
10
13,559
230
889
13,901
221
850
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
11
12
13
14
432
4,297
6,164
6,705
410
3,176
5,341
7,773
Current assets
Inventories
Trade receivables
Cash and cash equivalents
Short-term loans and advances
Other current assets
15
16
17
18
19
9,334
37,668
6,038
4,909
8,215
9,431
39,124
9,768
5,690
10,762
98,440
106,447
TOTAL
ASSETS
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress (net)
TOTAL
1
Deepak S. Parekh
Dr. Armin Bruck
Sunil Mathur
Yezdi H. Malegam
Ketan Thaker
Mumbai
Date: 22 November 2013
Mumbai
Date: 22 November 2013
48
Chairman
Managing Director
Executive Director
Director & Chairman of Audit Committee
Company Secretary
Siemens Ltd.
2013
2012
117,054
(3,528)
113,526
345
113,871
132,957
(3,758)
129,199
575
129,774
33
32
26,056
23,629
25,984
24,398
22
23
24
10
25
224
35,459
13,524
189
2,502
10,427
112,010
(1,014)
49,115
11,959
270
2,010
9,844
122,566
43
44
1,861
325
2,186
7,208
(1,200)
(799)
5,209
(1,051)
805
(246)
(2,958)
1,181
(1,777)
1,940
3,432
5.45
9.75
20
21
Expenses
Raw materials consumed
Purchase of traded goods
(Increase) / decrease in inventories of nished goods, work-in-progress
and traded goods
Project bought outs and other direct costs
Employee benets expense
Finance costs
Depreciation and amortization expense
Other expenses
Total expenses
Prot before exceptional items, prior period items and tax
Exceptional items
Prior period items
Prot before tax
Tax expenses
Current tax
Deferred tax credit / (charge)
Total tax expense
Prot for the year
Earnings per share ('EPS')
(Equity share of face value ` 2 each)
- Basic and diluted (in `)
41
Deepak S. Parekh
Dr. Armin Bruck
Sunil Mathur
Yezdi H. Malegam
Ketan Thaker
Mumbai
Date: 22 November 2013
Mumbai
Date: 22 November 2013
Chairman
Managing Director
Executive Director
Director & Chairman of Audit Committee
Company Secretary
Siemens Ltd.
49
2013
2012
2,186
5,209
24
189
270
Bad debts
25
213
167
25
541
124
10
2,502
2,010
21 / 25
(14)
12
43
(1,146)
Impairment loss
43
355
1,200
21
(130)
1,644
(180)
21
(201)
(575)
20a
(227)
6,139
8,010
1,079
(1,078)
7,366
(768)
(10,193)
(728)
(1,543)
(1,446)
(3,291)
(4,020)
2,848
3,990
(1,830)
(3,557)
1,018
433
(2,239)
(4,114)
365
329
1,228
206
664
(23,835)
(28,825)
22,085
30,531
1,125
(2,190)
(290)
Siemens Ltd.
2013
2012
(290)
(226)
(2,451)
(2,368)
15,850
(15,954)
(2,845)
(2,594)
(4,017)
(2,451)
9,768
11,625
237
312
65
172
50
45
6,038
9,768
Notes:
1.
Cash and cash equivalents at the end of the period include unpaid dividend account balances with banks of ` 34 (2012:
` 30) which are restricted in use.
2.
The gures of the current year include changes in the cash ow of the erstwhile SPEL and Winergy (Refer note 2.1
and 2.2), which were amalgamated with the Company w.e.f. 1 October 2011 and 1 October 2012 respectively and are
therefore to that extent not comparable with previous years gures.
3.
The amalgamation of SPEL and Winergy ( Refer note 2.1 and 2.2) with the Company is a non cash transaction and hence,
has no impact on the Companys cash ow for the year.
Deepak S. Parekh
Dr. Armin Bruck
Sunil Mathur
Yezdi H. Malegam
Ketan Thaker
Mumbai
Date: 22 November 2013
Mumbai
Date: 22 November 2013
Chairman
Managing Director
Executive Director
Director & Chairman of Audit Committee
Company Secretary
Siemens Ltd.
51
1.1
Use of estimates
The preparation of nancial statements in conformity with Indian GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the
date of the nancial statements. Actual results could differ from those estimates. Any revision to accounting estimates is
recognised prospectively in current and future periods.
1.2
52
Asset
Land
- Freehold land
- Lease hold
Buildings
- Factory buildings
- Other buildings
- Leasehold improvements
3.33 - 6.66%
2 - 2.5%
Over the lease period
10 - 33.33%
12.5 - 25%
Rate
Siemens Ltd.
1.2
1.3
Intangible assets
Intangible assets comprise goodwill, software and technical know-how. These intangible assets are amortised on straightline basis based on the following useful lives, which in managements estimate represents the period during which
economic benets will be derived from their use:
1.4
Asset
Useful life
Goodwill
36 - 60 months
Software
36 - 60 months
Technical know-how
60 - 120 months
Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset or a group of assets (cash
generating unit) may be impaired. If any such indication exists, the Company estimates the recoverable amount of the
asset or cash generating unit.
The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the
estimated future cash ows are discounted to the present value using a pre-tax discount rate that reects current market
assessments of the time value of money and the risks specic to the asset. In determining net selling price, recent market
transactions are taken into account, if available. If no such transactions can be identied, an appropriate valuation model
is used. If such recoverable amount of the asset or the recoverable amount of the cash-generating unit to which the
asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction
is treated as an impairment loss and is recognized in the statement of prot and loss. If at the balance sheet date there is
an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the
asset is reected at the recoverable amount subject to a maximum of depreciable historical cost, had no impairment been
recognised.
1.5
Investments
Investments that are readily realizable and intended to be held for not more than a year are classied as current investments.
All other investments are classied as long term investments.
Long-term investments are carried at cost. Provision for diminution is made to recognize a decline, other than temporary
in value of long-term investments and is determined separately for each individual investment.
Investment property
An investment in land or buildings, which is not intended to be occupied substantially for use by or in the operation of the
Company, is classied as investment property. Investment properties are stated at cost, net of accumulated depreciation
and accumulated impairment losses, if any.
The cost comprise purchase price, borrowing costs if capitalisation criteria are met and directly attributable cost of bringing
the investment property to its working condition for the intended use.
Siemens Ltd.
53
Investments (Continued)
Investment property (Continued)
Depreciation on investment property is calculated on a straight line basis based on the useful lives estimated by
the management or that prescribed under the Schedule XIV to the Act, whichever is higher. The Company has used
depreciation rate of 1.39% - 3.45%.
On disposal of an investment property, the difference between its carrying amount and net disposal proceeds is charged
or credited to the statement of prot and loss.
1.6
Revenue recognition
Revenue is recognised to the extent it is probable that the economic benets will ow to the Company and the revenue
can be reliably measured.
Revenue from sale of products is recognised on transfer of signicant risk and rewards of ownership of the products to the
customers, which is generally on dispatch of goods. Sales are stated exclusive of sales tax and net of trade and quantity
discount.
Revenue from services is recognised as per the terms of the contract with the customer using the proportionate completion
method.
Revenue from services represents service income other than from services which are incidental to sale of products and
projects.
Income from xed price construction contracts is recognised by reference to the estimated overall protability of the
contract under the percentage of completion method. Percentage of completion is determined as a proportion of the
costs incurred upto the reporting date to the total estimated contract costs. Contract revenue earned in excess of billing
has been reected as Project Excess Cost under Other current assets and Billing in excess of contract revenue has
been reected under Current Liabilities in the balance sheet. Provision for expected loss is recognized immediately when
it is probable that the total estimated contract costs will exceed total contract revenue.
Commission income is recognised when proof of shipment is received from the supplier.
Interest income is recognised on the time proportion basis.
Export incentives receivable are accrued for when the right to receive the credit is established and there is no signicant
uncertainty regarding the ultimate collection of export proceeds.
1.7
Inventories
Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their present
location and condition.
Raw materials are valued at the lower of cost and net realisable value. Cost is determined on the basis of the weighted
average method.
Work-in-progress, nished goods and traded goods are valued at the lower of cost and net realisable value. Excise duty is
included in the value of nished goods inventory. Cost is determined on a weighted average basis.
The net realisable value of work-in-progress is determined with reference to the estimated selling price less estimated
cost of completion and estimated costs necessary to make the sale of related nished goods. Raw materials held for the
production of nished goods are not written down below cost except in case where material prices have declined and it
is estimated that the cost of the nished product will exceed its net realisable value.
54
Siemens Ltd.
1.8
Leases
Where the Company is the lessee:
Leases where the lessor effectively retains substantially all the risk and benets of ownership of the leased items are
classied as operating leases. Lease payments under an operating lease, are recognised as an expense in the statement
of prot and loss on a straight line basis over the lease term.
Where the Company is the lessor:
Assets subject to operating leases are included in xed assets. Lease income is recognised in the statement of prot
and loss on a straight-line basis over the lease term. Costs, including depreciation are recognised as an expense in the
statement of prot and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the
statement of prot and loss.
1.9
Employee benets
(a)
(b)
Post-employment benets
(i)
Dened Contribution Plans: The Companys approved superannuation scheme and employee state insurance
scheme are dened contribution plans. The Companys contribution paid/payable under the schemes is
recognised as expense in the statement of prot and loss during the period in which the employee renders
the related service.
(ii)
Dened Benet Plans and other Long Term Benets: The Companys provident fund, gratuity, pension
and medical benet schemes are dened benet plans. Leave wages, retention bonus, silver jubilee and star
awards are other long term benets. The present value of the obligation under such dened benet plans and
other long term benets are determined based on actuarial valuation using the Projected Unit Credit Method,
which recognises each period of service as giving rise to additional unit of employee benet entitlement and
measures each unit separately to build up the nal obligation.
Provision for leave wages, pension, medical benet, retention bonus, silver jubilee and star awards which is
expected to be utilized within the next 12 months is treated as short term employee benets and beyond 12
months as long term employee benets. For the purpose of presentation, the allocation between short and
long term provisions has been made as determined by an actuary.
Actuarial gains and losses are recognised immediately in the statement of prot and loss.
Siemens Ltd.
55
Siemens Ltd.
Amalgamations
The assets, liabilities and reserves of SPEL as at 1 October 2011 have been incorporated at their book values in the
nancial statements of the Company.
ii.
7,500,000 equity shares of ` 10 each fully paid up of SPEL stand cancelled and 3,461,538 equity shares of ` 2 each
of the Company have been issued to the shareholders of SPEL on 5 February 2013. The excess amount of ` 68 of
the share capital of SPEL over the face value of share capital issued has been credited to the Capital Reserve of the
Company.
iii.
The prot (net of dividend) of SPEL for the year ended 30 September 2012 amounting to ` 47 has been added to
the General Reserve of the Company.
The nancial statements include the operations of SPEL for the year ended 30 September 2013 and are reected in the
Energy segment.
Annual Report 2013
Siemens Ltd.
57
Amalgamations (Continued)
The assets, liabilities, reserves and credit balance of prot and loss of Winergy as at 1 October 2012 have been
incorporated at their book values in the nancial statements of the Company.
ii.
45,010,000 equity shares of ` 10 each fully paid up of Winergy stand cancelled and 625,139 equity shares of
` 2 each of the Company have been issued to the shareholders of Winergy on 24 May 2013. The excess amount
of ` 449 of the share capital of Winergy over the face value of share capital issued has been credited to the Capital
Reserve of the Company.
iii.
The Company has reassessed the useful lives of certain assets of Winergy as of the effective date of the amalgamation
i.e. 1 October 2012. Additional depreciation of ` 116 (` 77 net of tax) has been adjusted to the opening balance of
statement of prot and loss, transferred from Winergy.
iv.
The Company has recognised deferred tax assets of ` 201 relating to timing differences between accounting
income and taxable income of Winergy, which was previously not recorded by Winergy owing to absence of virtual
certainty. The same has been adjusted to the opening balance of statement of prot and loss of the Company.
The nancial statements include the operations of Winergy for the year ended 30 September 2013 and are reected in
the Industry segment.
58
Siemens Ltd.
2013
2012
2,000
2,000
2,000
2,000
714
682
712
681
712
681
Share capital
Authorised
1,000,000,000 Equity Shares of ` 2 each (2012: 1,000,000,000 Equity Shares of ` 2 each)
Issued
356,983,950 Equity Shares of ` 2 each (2012: 341,159,165 Equity shares of ` 2 each)
a)
b)
Reconciliation of the number of shares outstanding at the beginning and at the end of the year:
2013
2012
Number
Amount
Number
Amount
340,295,025
681
340,294,900
681
15,824,860
31
125
356,119,885
712
340,295,025
681
During the year, the paid up share capital of the Company increased consequent to the issue of 15,824,785 (2012:
Nil) equity shares on the amalgamation of SVAI, SPEL and Winergy and allotment of 75 (2012: 125) equity shares
to member upon settlement of a disputed case.
* denotes gures less than a million
c)
Details of shareholders holding more than 5% shares in the Company as on 30th September:
2013
Name of shareholder
Siemens Aktiengesellschaft, Germany
and its subsidiary
Life Insurance Corporation of India
2012
No. of shares
held
% of Holding
No. of shares
held
% of Holding
267,089,913
75.00%
251,265,128
73.84%
20,247,974
5.69%
17,067,385
5.02%
As per records of the Company, including its register of shareholders/ members and other declarations received
from shareholders regarding benecial interest, the above shareholding represents both legal and benecial
ownerships of shares.
Annual Report 2013
Siemens Ltd.
59
Details of aggregate number of shares issued for consideration other than cash and bonus shares issued
during the period of ve years immediately preceding 30 September:
Equity shares alloted as
2013
2012
Fully paid up to the shareholders of Siemens Healthcare Diagnostics Ltd. in
3,134,700
3,134,700
accordance with the scheme of amalgamation
Fully paid up to the shareholders of Siemens VAI Metals Technologies Pvt.
11,738,108
Ltd. in accordance with the scheme of amalgamation
Fully paid up to the shareholders of Siemens Power Engineering Pvt. Ltd. in
3,461,538
accordance with the scheme of amalgamation
Fully paid up to the shareholders of Winergy Drive Systems India Pvt. Ltd. in
625,139
accordance with the scheme of amalgamation
Fully paid up by way of bonus shares
168,580,100
e)
2013
2012
21
449
68
538
21
21
56
56
1,567
1,567
11
12
(1)
10
(1)
11
(3)
3
20
20
33
(33)
(3)
(3)
Capital reserve
- Balance brought forward
- Addition on amalgamation of Winergy (Refer note 2.2)
- Addition on amalgamation of SPEL (Refer note 2.1)
b)
Amalgamation reserve
c)
d)
e)
Revaluation reserve
- Balance brought forward
- Additional depreciation on building due to revaluation transferred from the
statement of prot and loss
f)
Siemens Ltd.
2013
2012
31,160
31,021
(204)
93
- Prot of SPEL for the period from 1 October 2011 (appointed date) to
30 September 2012 (Refer note 2.1)
47
194
343
31,494
31,160
6,110
4,771
156
549
10
(77)
201
1,940
3,432
(1,781)
(2,112)
General reserve
- Balance brought forward
- Excess of the book value of the investments held by SVAI in the equity share
capital of Morgan Ltd. over the face value of such share capital and excess
of share capital of SVAI over the amount credited by the Company to the
share capital suspense account
h)
(303)
(343)
(194)
(343)
(2,278)
(2,798)
5,906
6,110
39,591
38,922
518
865
195
47
- Derivative contracts
48
- Other liabilities
76
136
Total appropriations
Net surplus in the statement of prot and loss
Total reserves and surplus
Trade payables
b)
Others
- Long-term employee incentives
319
183
837
1,048
Siemens Ltd.
61
b)
62
2013
2012
144
427
243
310
7
144
374
237
278
-
820
160
424
2,535
788
780
474
3,075
688
24,830
25,518
1,340
25,202
26,542
3,418
7,593
34
64
5,608
11,624
30
60
2,155
866
454
181
935
15,700
1,766
742
648
323
1,278
22,079
31
54
32
18
6
29
58
31
76
15
-
1,910
3,526
3,155
2,731
1,781
303
13,547
2,093
3,580
2,821
2,919
2,112
343
14,077
Long-term provisions
a)
Provision for employee benets
Trade payables
- Micro and Small Enterprises (Refer note 42)
- Others
Short-term provisions
(a)
Provision for employee benets
- Pension (Refer note 39)
- Leave wages
- Medical benets (Refer note 39)
- Gratuity (Refer note 39)
- Silver jubilee and star awards
- Retention bonus
(b) Others
- Warranty (Refer note 34)
- Loss order (Refer note 34)
- Liquidated damages (Refer note 34)
- Other matters (Refer note 34)
- Proposed dividend
- Tax on proposed dividend
Siemens Ltd.
Siemens Ltd.
63
1,131
4,633
953
76
223
(1)
(7)
1,244
5,510
257
133
(1)
(22)
5,877
7,153
6,665
1
495
1,824
346
(757)
(10)
8,564
14,118
3
881
1,829
(1,103)
(11)
15,717
208
495
1
4
76
4
(10)
570
711
1
10
67
(11)
778
430
1,334
137
21
299
2
(25)
1,768
1,899
211
33
83
(28)
2,198
Tangible assets
Buildings Plant and Furniture
Ofce
(Refer note equipments and xtures equipments
i and iii) (Refer note (Refer note (Refer note
iii and iv)
iii)
iii)
30
2
1
4
(1)
36
36
2
1
2
(1)
40
Vehicles
13,559
9,537
141
597
2,436
352
(794)
(10)
(7)
12,252
23,438
217
1,213
2,122
(1,145)
(11)
(23)
25,811
Total
13,901
7,692
65
58
1,944
(209)
(13)
9,537
18,740
168
87
4,728
(245)
(40)
23,438
Previous
year
421
1
422
421
1
422
Goodwill
170
244
10
33
287
440
11
6
457
60
32
35
9
26
102
57
57
10
38
162
230
697
35
20
59
811
918
57
22
44
1,041
Intangible assets
Technical Software
Total
knowhow
221
577
41
30
61
(12)
697
820
44
59
12
(17)
918
Previous
year
iv
iii
ii
112
89
4
Buildings
2013
2012
1,944
61
6
(1)
2,010
62
30
6
18
5
2
8
2
1
2013
2,436
59
8
(1)
2,502
490
405
15
Buildings
2012
633
355
61
177
59
22
80
22
8
Plant and
Furniture
Ofce
equipments and xtures equipments
Plant and equipments includes gross block of ` 25 (2012: ` 25) and Net Block of ` 12 (2012: ` 15) cost incurred by the company on certain assets ownership of which vests with the West Bengal State
Electricity Board.
Gross Block
Written Down Value
Depreciation charge for the year
Particulars
At 30 September 2012
1,104
4,557
7,453
216
565
6
13,901
196
25
221
Notes :i
Included in the gross block of land at 30 September 2013 is freehold land of ` 504 (2012: ` 471) and buildings includes ` 431 (2012: ` 393) representing 525 shares of ` 50 each and 10 shares of `100 each
(2012: 330 shares of ` 50 each and 10 shares of ` 100 each) in various co-operative housing societies.
Net block
At 30 September 2013
60
10
70
Land
(Refer
note i)
1,164
31
8
(1)
(1)
1,201
Fixed assets
Gross block
At 1 October 2012
Additions on amalgamation of Morgan
Additions on amalgamation of SVAI
Additions on amalgamation of SPEL (Refer note 2.1)
Additions on amalgamation of Winergy (Refer note 2.2)
Additions
Deductions / adjustments
Assets held for sale
Transferred to investment property
At 30 September 2013
10
2013
2012
486
446
(54)
(36)
Net block
432
410
744
442
3,777
3,138
53
42
4,574
3,622
277
446
4,297
3,176
711
565
Capital advances
134
286
354
331
22
22
376
353
(22)
(22)
354
331
4,965
4,159
6,164
5,341
Non-current investments
Investment property less accumulated depreciation
12
Security deposits
- considered good
- considered doubtful
64
Siemens Ltd.
14
2013
2012
6,571
7,720
134
53
6,705
7,773
2,753
2,847
Work-in-progress
3,920
3,409
873
1,319
1,788
1,856
9,334
9,431
6,374
5,834
33,328
34,458
39,702
40,292
37,668
39,124
2,034
1,168
39,702
40,292
(2,034)
(1,168)
37,668
39,124
- On current accounts
1,625
3,533
4,050
4,715
34
30
325
1,483
6,038
9,768
15
Finished goods
Traded goods [includes Goods in Transit ` 1,172 (2012: ` 667)]
16
Of which
- considered good
- considered doubtful
17
Siemens Ltd.
65
2013
2012
2,905
2,582
158
64
3,063
2,646
(158)
(64)
2,905
2,582
259
351
46
45
305
396
(46)
(45)
259
351
350
1,065
350
1,067
1,395
1,690
4,909
5,690
7,440
10,183
15
703
534
71
26
8,215
10,762
Security deposits
- considered good
- considered doubtful
66
Siemens Ltd.
20
2013
2012
Sale of products
49,136
47,869
Sale of services
7,813
5,456
570
326
53,933
73,430
111,452
127,081
2,074
2,118
113,526
129,199
131
93
1,532
1,126
245
491
227
166
181
2,074
2,118
201
575
14
130
345
575
295
635
31,000
43,633
4,164
4,847
35,459
49,115
(21)
73
11,977
10,464
804
804
743
691
13,524
11,959
162
243
27
27
189
270
Commission income
Revenue from construction contracts (Refer note 35 and note 44)
21
Other income
Interest income
Prot on sale of xed assets, net
Other liabilities written back
22
Included in other costs, change in excise duty on closing stock of nished goods
23
24
Finance costs
Interest costs
Other costs
Siemens Ltd.
67
2013
2012
40
465
1,673
1,946
1,137
692
684
269
Communications
293
293
Other expenses
Exchange loss / (gains), net
1,080
1,096
549
533
Insurance
461
439
Rent
965
1,013
- on building
202
387
- on machinery
223
241
- others
138
189
703
608
257
109
114
195
73
237
224
12
15
17
Bad debts
213
167
541
124
12
960
672
10,427
9,844
682
1,606
201
159
1,945
1,804
120
120
105
149
Repairs
Donation
Commission to directors
Directors' fees
26
Contingent liabilities
(a)
Commitments
Estimated amount of contracts remaining to be executed on capital account
and not provided for (net of advances)
(b)
Contingent liabilities
Income tax (excluding interest)
Excise / sales tax liabilities, under dispute
In respect of above contingent liabilities, the future cash outows are determinable only on receipt of judgements
pending at various forums / authorities.
68
Siemens Ltd.
27
2013
2012
29
5
2
3
39
23
5
3
2
33
5,101
7,128
570
2,672
3,283
14,067
326
1,141
173
9
2,822
3,779
3,503
176
70
6,119
2,832
1,608
34,869
445
39,859
1,031
1.10.2011 to
30.09.2012
Two
1.10.2010 to
30.09.2011
Two
251,265,128
11,738,108
253,066,759
2,154,416
-
1,508
70
1,518
13
-
1.10.2011 to
30.09.2012
One
1.10.2010 to
30.09.2011
-
7,500,000
367
28
(b)
(c)
29
Siemens Ltd.
69
Sale of products
Switchgear items
Switchboards, control boards and miscellaneous accessories
Industrial turbines
Others
Revenue from construction contracts
Other engineering project goods
Sale of services
Maintenance, repairs and other services
Commission income
Other operating revenues
31
32
Imported and indigenous raw materials and stores & spares consumed
2013
Value
% of total
consumption
Imported
12,069
46%
Indigenous
14,282
54%
26,351
100%
2012
Value
6,522
11,884
5,599
25,131
6,359
12,674
12,254
16,582
53,933
73,430
7,813
110,882
570
2,074
113,526
5,456
126,755
326
2,118
129,199
2012
Value
9,521
17,098
26,619
% of total
consumption
36%
64%
100%
2013
Value
6,164
17,465
23,629
2012
Value
5,989
18,409
24,398
807
224
58
335
926
324
363
328
384
348
35
32
74
340
24
81
16
1,249
20,108
26,056
1,112
271
42
353
844
244
522
207
450
370
34
42
66
499
225
75
35
1,825
18,768
25,984
2013
Value
Raw materials consumed includes costs incurred for manufacturing of nished goods which have been internally used for
the project business.
70
Siemens Ltd.
34
Balance as at 1 October
Additions on amalgamation of
SVAI
Additions on amalgamation of
Morgan
Additions on amalgamation of
Winergy (Refer note 2.2)
Provisions :
- Created
- Utilised
- Reversed
Balance as at 30 September
- Current
- Non-current
35
Liquidated
damages
2013
2012
3,601
7,219
2013
2,881
2012
3,651
65
34
1,456
(791)
(850)
2,730
1,910
820
Loss orders
Other matters
2013
3,580
2012
916
2013
3,393
2012
2,964
112
238
20
22
1,293
(643)
(1,485)
2,881
2,093
788
1,183
(266)
(1,203)
3,315
3,155
160
1,640
(108)
(5,397)
3,601
2,821
780
2,749
(2,523)
(280)
3,526
3,526
-
3,511
(781)
(180)
3,580
3,580
-
1,450
(234)
(1,476)
3,155
2,731
424
1,065
(182)
(474)
3,393
2,919
474
2012
(i)
Contract Revenue recognised for the year ended 30 September (net of prior
period ` Nil (2012: ` 572), Refer note 44)
53,933
72,858
(ii)
212,127
220,833
(iii)
6,128
7,592
(iv)
Amount of retentions
15,722
19,683
(v)
10,827
12,700
(vi)
6,157
9,652
Siemens Ltd.
71
2012
359
360
(i)
Amount due not later than one year from the balance sheet date
(ii)
Amount due later than one year and not later than ve years
911
1,622
(iii)
220
338
1,490
2,320
Lease rent debited to the statement of prot and loss ` 965 (2012: ` 1,013)
Sub-lease payments recognised in the statement of prot and loss ` 74 (2012: ` 339)
There is no contingent rent recognised in the statement of prot and loss
General description of the leasing arrangement:
37
(i)
The Company has entered into operating lease arrangements for its ofce premises, storage locations, residential
premises and motor cars for its employees.
(ii)
The future lease rental payments are determined on the basis of the monthly lease payment terms as per the
agreements.
(iii)
At the expiry of the non cancellable lease period the option of renewal rests with the Company.
(iv)
Some of the lease agreements have escalation clause ranging from 5% to 15%. There are no exceptional / restrictive
covenants in the lease agreements.
Holding Company
37.2 Other related parties where transactions have taken place during the year
Fellow Subsidiaries Name
72
Country
Siemens S.A.
Argentina
Siemens Spa
Algeria
Siemens Ltd.
Australia
Austria
Austria
Austria
Austria
Austria
Austria
Austria
Austria
Austria
Siemens W.L.L.
Bahrain
Bangladesh
Belgium
Siemens S.A./N.V.
Belgium
Brazil
Siemens Ltd.
37.2 Other related parties where transactions have taken place during the year (Continued)
Fellow Subsidiaries Name
Country
Siemens Ltd.a.
Brazil
Siemens EOOD
Bulgaria
RuggedCom Inc.
Canada
Canada
Trench Ltd.
Canada
Cayman
Islands
Siemens S.A.
Chile
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
China
Siemens S.A.
Columbia
Siemens Ltd.
73
Country
Croatia
Croatia
Czech
Republic
Czech
Republic
Czech
Republic
Denmark
Denmark
Ecuador
Egypt
Finnland
France
France
France
France
France
France
France
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Siemens Ltd.
37.2 Other related parties where transactions have taken place during the year (Continued)
Fellow Subsidiaries Name
Electrium Sales Ltd.
Country
Great Britain
I DT Factory Congleton
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Siemens plc
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Greece
Hongkong
Siemens Ltd.
Hongkong
India
India
OSRAM Automotive Lamps Pvt. Ltd. (merged with OSRAM India Pvt. Ltd.
w.e.f. 26 March 2013)
India
India
India
India
India
India
India
India
India
Siemens VAI Metals Technologies Pvt. Ltd. (merged w.e.f 1 Oct 2011)
India
India
India
Winergy Drive System India Pvt. Ltd. (merged w.e.f 1 Oct 2012)
India
Indonesia
Indonesia
Ireland
Siemens Ltd.
Ireland
Ireland
Israel
Israel
Italy
Siemens Ltd.
75
76
Country
Siemens S.p.A.
Italy
Italy
Japan
Japan
Japan
Siemens TOO
Kazakhstan
Kenya
Korea
Kuwait
Malaysia
Mexico
Mexico
Mexico
Morocco
Siemens S.A.
Morocco
Netherland
Netherland
New Zealand
Siemens Ltd.
Nigeria
Siemens AS
Norway
Siemens L.L.C.
Oman
Siemens S.A.C.
Peru
Philippines
Siemens, Inc.
Philippines
Poland
Poland
Siemens S.A.
Portugal
Siemens W.L.L.
Qatar
Siemens S.R.L.
Romania
OOO Siemens
Russia
Saudi-Arabia
Saudi-Arabia
Siemens Ltd.
Saudi-Arabia
Singapore
Singapore
Singapore
Singapore
Siemens s.r.o.
Slovakia
Siemens d.o.o.
Slovenia
South Africa
Siemens Ltd.
37.2 Other related parties where transactions have taken place during the year (Continued)
Fellow Subsidiaries Name
Country
Spain
Siemens S.A.
Spain
Siemens AB
Sweden
Sweden
Sweden
Siemens Schweiz AG
Switzerland
Switzerland
Siemens Ltd.
Taiwan
Tanzania
Thailand
Siemens Ltd.
Thailand
Siemens S.A.
Tunisia
Turkey
Turkey
Ukraine
United Arab
Emirates
Siemens LLC
United Arab
Emirates
USA
Siemens Corporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
S' Industry - WT
USA
USA
USA
USA
Siemens S.A.
Venezuela
Vietnam
Siemens Ltd.
Vietnam
Siemens Ltd.
77
2013
Holding
Company
2012
Fellow
Subsidiaries
Key
Managerial
Personnel
Holding
Company
Fellow
Subsidiaries
Key
Managerial
Personnel
5,458
3,090
64
31
157
546
- Siemens W.L.L.
1,996
466
- Others
3,390
2,471
Commission income
- Siemens AG
405
304
10
26
42
- TLT-Turbo GmbH
21
- S' Industry- WT
- Others
65
657
571
169
161
454
357
157
45
118
12
11
- Others
90
80
Reimbursement of expenses
- Siemens AG
2,699
2,572
201
53
411
30
68
189
57
91
- Others
183
153
78
25,870
30,221
837
430
347
Siemens Ltd.
2013
Holding
Company
2012
Fellow
Subsidiaries
Key
Managerial
Personnel
Holding
Company
Fellow
Subsidiaries
Key
Managerial
Personnel
12
115
776
851
590
498
636
- Others
5,695
6,797
- Siemens AG
127
111
36
31
255
- Others
20
Rent received
Interest income
- Osram India Pvt. Ltd.
80
105
11
47
28
37
82
76
93
- Siemens AG
15
19
11
Interest expenses
- Siemens AG
Dividend paid
- Siemens AG
1,875
1,518
13
70
Siemens Ltd.
79
2013
Holding
Company
2012
Fellow
Subsidiaries
Key
Managerial
Personnel
Holding
Company
Fellow
Subsidiaries
Key
Managerial
Personnel
137
356
44
18
39
10
16
47
1,285
23
- Dr.Armin Bruck
98
81
- Mr.Sunil Mathur
67
58
100
19,175
50
4,975
700
1,770
19,810
5,125
200
101
Managerial Remuneration
80
Siemens Ltd.
2013
Holding
Company
2012
Fellow
Subsidiaries
Key
Managerial
Personnel
Holding
Company
Fellow
Subsidiaries
Key
Managerial
Personnel
14,565
8,650
2,395
16,465
8,800
2,395
Outstanding Balances
Receivables
- Siemens AG
384
352
145
78
58
- Siemens W.L.L.
27
39
74
- Others
297
102
Payables
- Siemens AG
5,479
7,519
12
71
51
10
225
254
- TLT-Turbo GmbH
90
14
169
17
140
87
- Others
1,649
1,250
565
350
500
49
27
36
18
Siemens Ltd.
81
(i)
Results
Total
2013
2012
2013
2012
2013
2012
2013
2012
28,336
27,567
2,097
3,574
30,433
31,141
1,188
1,655
39,559
52,284
356
245
39,915
52,529
560
2,157
33,888
37,915
4,840
4,767
38,728
42,682
(5)
1,633
11,297
10,815
11,297
10,815
316
61
(7,293)
(8,586)
(7,293)
(8,586)
113,080
128,581
113,080
128,581
2,059
5,506
(189)
(243)
201
575
115
170
2,186
6,008
(799)
2,186
5,209
(1,051)
(2,958)
805
1,181
1,940
3,432
1,940
3,432
Eliminations
Total
Interest expenses
Interest income
Unallocable corporate items
446
618
446
618
113,526
129,199
113,526
129,199
Industry
Healthcare
Unallocated
Total
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
1,146
1,146
55
111
138
20
28
352
Impairment loss
(327)
- (1,200)
(28)
(355) (1,200)
Employee costs
(234)
(451)
(26)
(73)
(818)
640
76 (1,200)
(341)
(6)
(45)
Total
82
Energy
(35)
325 (1,200)
Siemens Ltd.
38
(i)
Depreciation &
amortisation /
Impairment
Others
2013
2012
2013
2012
2013
2012
2013
2012
2013
15,367
16,807
9,753
9,951
198
1,616
747
362
699
(33)
35,285
39,137
22,788
28,266
668
1,316
776
1,671
152
(116)
24,944
24,904
16,006
17,801
664
878
811
533
1,054
105
4,173
4,046
3,944
4,781
580
453
382
302
351
126
Total
79,769
84,894
52,491
60,799
2,110
4,263
2,716
2,868
2,256
82
18,671
21,553
5,645
6,022
94
144
141
174
142
29
Consolidated total
98,440
106,447
58,136
66,821
2,204
4,407
2,857
3,042
2,398
111
(ii)
Within India
Outside India
Total
(iii)
(iv)
2012
38
Capital Expenditure
Healthcare
38
Liabilities
2013
2012
2013
2012
2013
2012
95,174
111,102
87,707
93,956
2,204
4,407
18,352
18,097
10,733
12,491
113,526
129,199
98,440
106,447
2,204
4,407
Other disclosures :
-
Inter-segment prices are normally negotiated amongst the segments with reference to the costs, market
price and business risks.
Prots / losses on inter segment transfers are eliminated at the Company level.
Segment information :
The primary and secondary reportable segments are business segments and geographical segments respectively.
Business Segments: The business of the Company is divided into four segments. These segments are the basis for
management control and hence, form the basis for reporting. The business of each segment comprises of:
-
Infrastructure and Cities:- Provides Electrical Installation Technologies, i.e. Products for Building, e.g.
Miniature Circuit Breakers, Distribution Boards, Residual Current Circuit Breakers etc. It also provides solutions
for rail automation, railway electrication, light and heavy rail, locomotives, trains, turnkey projects and
integrated services. Also provides solutions for the automation of power grids to products like mediumvoltage switchgear and components.
Industry:- Provides complete range of automation products & systems, industrial automation systems & lowvoltage switchgears, complete range of large and standard drives and motors, special purpose motors, process
and motion control systems. Also undertakes turnkey projects in the industrial and infrastructure sectors over
the entire life cycle including concept, engineering, procurement, supplies, installation, commissioning and
after sales services.
Energy:- Offers highly efcient products and solutions for power generation based on fossil fuels. It ranges
from individual gas and steam turbines and generators, to turnkey power plants. Also offers customers
products and solutions used for the extraction, conversion and transport of oil and gas. Also provides solutions
for power generation and distribution including products and solutions in the high-voltage eld such as
High Voltage Direct Current (HVDC) transmission systems, substations, switchgear and transformers.
Healthcare:- Provides diagnostic, therapeutic and life-saving products in computer tomography (CT), magnetic
resonance imaging (MRI), ultrasonography, nuclear medicine, digital angiography, patient monitoring
systems, digital radiography systems, radiology networking systems, lithotripsy and linear accelerators.
Geographical Segments: The business is organised in two geographical segments i.e. within India and outside
India.
Annual Report 2013
Siemens Ltd.
83
(i)
(ii)
a)
II
1,013
95
109
32
(51)
7
1,205
173
14
(34)
22
175
182
13
(31)
9
173
268
23
11
11
(21)
(17)
275
252
21
10
(35)
20
268
1,129
1,008
101
87
196
87
73
24
(170)
(51)
(33)
(26)
1,296
1,129
101
(33)
68
87
(26)
61
1,260
1,205
175
173
275
268
1,296
1,129
(36)
76
175
173
275
268
1,205
116
136
81
(5)
(170)
(103)
1,260
Contributions
Transfer to other Company
IV
Medical
2013
2012
III
Pension
2013
2012
Siemens Ltd.
39
2012
2013
2012
2013
2012
Interest cost
116
95
14
13
23
21
136
109
11
10
(101)
(87)
11
(70)
33
22
(17)
20
81
150
36
22
28
51
76
173
182
268
252
Expense as above
81
150
36
22
28
51
(5)
196
87
34
31
21
35
(36)
76
175
173
275
268
- Current
(36)
76
31
29
32
31
144
144
243
237
Discount Rate
9.00%
8.60%
9.00%
8.60%
9.00%
8.60%
9.00%
8.60%
15.00%
15.00%
15.00%
31-50 years
3.00%
3.00%
3.00%
above 50 years
2.00%
2.00%
2.00%
7.00%
7.00%
7.00%
7.00%
250
252
305
285
260
285
- Non current
VII
Medical
2013
VI
Pension
Actuarial Assumptions
Attrition rate:
upto 30 years
VIII
Sensitivity
Siemens Ltd.
85
VIII
IX
Pension
Medical
2012
2011
2012
2011
2012
2011
292
251
10
10
24
22
24
25
Sensitivity (Continued)
Amount for the Current and Previous periods as per AS15 Para 120(n) are as follows:
Gratuity
2013
2012
2011
2010
2009
1,260
1,205
1,013
819
605
1,296
1,129
1,008
850
648
Difference
(36)
76
(32)
(43)
(65)
17
99
(73)
10
(33)
(25)
(27)
(14)
Pension
2013
2012
2011
2010
2009
25
36
Medical
86
2013
2012
2011
2010
2009
(9)
21
55
Siemens Ltd.
39
b)
The fund formed by the Company manages the investments of the Gratuity Fund. Expected rate of return on investments
is determined based on the assessment made by the Company at the beginning of the year on the return expected on
its existing portfolio, along with the estimated incremental investments to be made during the year. Yield on portfolio is
calculated based on a suitable mark-up over the benchmark Government securities of similar maturities. The Company
expects to contribute ` 150 (2012: ` 100) to gratuity fund in 2013-14.
c)
The estimates of future salary increases, considered in actuarial valuation, take in to account ination, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
d)
The Company has contributed ` 449 (2012: ` 396) towards provident fund during the year ended 30 September 2013. The
Guidance on Implementing AS 15, Employee Benets (Revised 2005) issued by Accounting Standard Board (ASB) states
that benets involving employer established provident funds, which require interest shortfalls to be recompensed are to
be considered as dened benet plans. The Actuary has accordingly provided a valuation and based on the assumptions
provided below there is no shortfall as at 30 September 2013 and 2012 respectively.
The details of the fund and plan asset position as at 30 September are as follows:
As at 30 September
2013
2012
6,335
5,549
6,340
5,654
Shortfall
Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic
Approach:
As at 30 September
(iii)
2013
2012
9.00%
8.60%
14.20
10.23
8.50%
8.60%
Gratuity Plan
Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement,
in terms of the provisions of the Payment of Gratuity Act, 1972 or as per the Companys Scheme whichever is more
benecial.
II
Medical
Post-Retirement Medical Benet is paid to eligible employees in case of survival upto the retirement age and after
death, benets are available to the employees spouse. The Company reimburses the employees for expenses
incurred over and above the claim accepted by the insurance company. The Company pays 80% of difference
between liability incurred by employee and claim received from insurance company subject to ceiling based on the
grade of employees.
Siemens Ltd.
87
(iv)
Broad category of plan assets as a percentage of total plan assets of the Gratuity plans
Particulars
2013
2012
17%
15%
30%
28%
33%
34%
20%
23%
100%
100%
Derivative Instruments
a)
Forward Contracts
The Company uses forward contracts to mitigate its risks associated with foreign currency uctuations having
underlying transaction and relating to rm commitments or highly probable forecast transactions. The Company
does not enter into any forward contract which is intended for trading or speculative purposes.
The details of forward contracts outstanding at the year end is as follows:Currency
Buy
Number of
contracts
Sell
Amount
Indian
rupees
equivalent
Number of
contracts
Amount
Indian
rupees
equivalent
US Dollar
2013
342
117
7,323
205
177
11,072
2012
251
141
7,438
151
198
10,447
2013
411
157
13,272
113
44
3,686
2012
281
245
16,810
64
37
2,500
2013
323
5,553
2012
11
454
6,595
2013
12
2012
2013
37
366
132
2012
13
205
97
2013
61
2012
107
Euro
Qatari Riyal
Japanese Yen
Pound Sterling
CHF
Siemens Ltd.
40
Buy
Number of
contracts
Sell
Amount
Indian
rupees
equivalent
Number of
contracts
Amount
Indian
rupees
equivalent
SEK
2013
11
105
2012
12
100
2013
2012
72
2013
2012
2013
2012
63
SGD
AED
AUD
b)
The Company has the following unhedged exposures in various foreign currencies as at the year end:
Foreign currency
2013
2012
Payables:
BDT
DKK
JPY
KWD
LKR
NOK
ZAR
GHS
USD
EUR
GBP
CAD
CNY
SGD
AUD
Receivables:
SEK
LKR
BDT
GHS
SGD
* denotes gures less than a million
Indian rupees
2013
2012
14
*
*
117
*
*
*
*
*
*
11
*
15
*
83
*
*
*
1
*
*
-
12
2
1
56
1
12
3
2
8
6
7
1
10
1
34
1
*
23
72
1
3
-
68
*
*
-
*
*
32
*
12
-
*
*
Siemens Ltd.
89
Commodity Contracts
The Company uses Commodity Future Contracts to hedge against uctuation in commodity prices. The following
are outstanding future contracts entered into by the Company as on 30 September
Year
Commodity
Number of
Contracts
Contractual
Quantity
Buy /Sell
2013
Copper
4,159
4,159,000 Kgs
Buy
Silver
93
2,790 Kgs
Buy
Copper
3,353
3,353,000 Kgs
Buy
Silver
136
4,080 Kgs
Buy
2012
2013
2012
1,940
3,432
Shares :Weighted average number of equity shares outstanding during the year
Number of equity shares outstanding
356,119,885 340,295,025
356,119,885 352,033,133
11,738,108
5.45
9.75
2012
688
1,340
41
1,062
2,550
Interest due and payable towards suppliers under MSMED Act towards payments already
made
181
272
Interest accrued and remaining unpaid at the end of the accounting year
181
323
The information has been given in respect of such vendors to the extent they could be identied as micro and small
enterprises on the basis of information available with the Company.
* denotes gures less than a million
90
Siemens Ltd.
43
Exceptional items
2013
2012
1,146
352
(355)
(1,200)
(818)
325
(1,200)
Prot on sale of Postal & Parcel Logistics Technologies and Airport Logistics Technologies
(LAS) business [Note (a)]
CENVAT credit on certain services for earlier years availed
Total
44
(a)
The Company has transferred its LAS business to Siemens Postal Parcel & Airport Logistics Pvt. Ltd., a 100% subsidiary
of Siemens AG, effective 30 September 2013, for a consideration of ` 1,285. The prot recorded on such sale is
` 1,146.
(b)
In accordance with periodic impairment assessment, the Company has re-assessed the usability of certain assets
and consequently recognized impairment loss of ` 355 (2012: impairment loss of ` 1,032 and other consequential
provisions of ` 168).
(c)
During the current year, the Company has incurred additional compensation cost pursuant to separation of certain
employees aggregating ` 818 on rationalisation of operations.
45
Deepak S. Parekh
Dr. Armin Bruck
Sunil Mathur
Yezdi H. Malegam
Ketan Thaker
Mumbai
Date: 22 November 2013
Mumbai
Date: 22 November 2013
Chairman
Managing Director
Executive Director
Director & Chairman of Audit Committee
Company Secretary
Siemens Ltd.
91
SIEMENS LIMITED
Registered Ofce: 130, Pandurang Budhkar Marg, Worli, Mumbai - 400 018
Dear Member(s),
Sub.: Green Initiative in Corporate Governance - Electronic Mode of service of documents
The Ministry of Corporate Affairs (MCA) has, vide its Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated
29.04.2011, allowed companies to serve all notices and correspondences to members including Annual Reports i.e., Audited
Financial Statements, Directors Report, Auditors Report, etc., through electronic mode (e-mail). The initiative taken by the MCA
is a welcome move for the society at large, as this will reduce paper consumption to a great extent, ensure prompt receipt of
communication and avoid loss of document in postal transit. Keeping in view of the theme underlying the Circulars issued by
MCA, we propose to henceforth send documents like notices, intimation under Section 302 of the Companies Act, 1956, Annual
Reports, Financial Results, etc., to our members through electronic mode.
We are sure that you will whole-heartedly support this initiative for a greener environment and co-operate with the Company
to make it a success. We therefore request you to ll up the Information Slip below for registering your e-mail ID and send it
to our Registrar & Share Transfer Agent (RTA), TSR Darashaw Pvt. Ltd. You can also send us an e-mail from your e-mail ID to
Corporate-Secretariat.in@siemens.com / csg-green@tsrdarashaw.com for receiving the aforesaid documents in electronic form
and mentioning therein your Folio No. / DP ID / Client ID as the case may be. On receipt of the Information Slip or an e-mail from
you for registering your e-mail ID, we shall send such documents in electronic form to the said e-mail ID in future.
Please note that the Information Slip should be signed by the rst / sole-holder as per the specimen signature recorded with
the RTA. If you do not register your e-mail ID, a physical copy of the Annual Report and other communication / documents
will be sent to you free of cost, as per the current practice. These documents will also be available on the Companys website
www.siemens.co.in for your ready reference under the Investors Relations Section.
Lets be part of this Green Initiative
Thanking You,
Yours faithfully,
For Siemens Ltd.
Ketan Thaker
Company Secretary
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
Date:_____________________
st
Note: Shareholders are requested to keep DP / RTA / Company informed as and when there is any change in the e-mail address.
Unless the e-mail ID given above is changed by you by sending another communication in writing / e-mail, the Company will
continue to send the documents to you on the above mentioned e-mail ID.
Siemens Ltd.
Registered Ofce: 130, Pandurang Budhkar Marg, Worli, Mumbai 400 018
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE AUDITORIUM
NAME AND ADDRESS OF THE REGISTERED SHAREHOLDER
DP. Id
Client Id/
Folio No.
No. of Shares
I hereby record my presence at the 56th Annual General Meeting of the Company to be held at Yashwantrao
Chavan Pratishthan Auditorium, Y. B. Chavan Centre, General Jagannathrao Bhonsle Marg, Nariman Point,
Mumbai 400 021 on Thursday, 30th January, 2014, at 3.00 p.m.
Full name of the Proxy, if attending the Meeting:
Signature of the Member / Joint Member / Proxy attending the Meeting :
Note:
Persons attending the Meeting are requested to bring this Attendance Slip and Annual Report with them. Duplicate
Attendance Slip and Annual Reports will not be issued at the Annual General Meeting.
Siemens Ltd.
Registered Ofce: 130, Pandurang Budhkar Marg, Worli, Mumbai 400 018
PROXY FORM
I / We, __________________________________________________________________________________________________
of ___________________________________________________________ being a Member / Members of Siemens Ltd.
hereby appoint ____________________________________________of ___________________________________________
or failing him / her _________________________________________ of ___________________________________________
as my / our Proxy to vote for me / us and on my / our behalf at the 56th Annual General Meeting of the Company to
be held at Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan Centre, General Jagannathrao Bhonsle Marg,
Nariman Point, Mumbai 400 021 on Thursday, 30th January, 2014, at 3.00 p.m. and at any adjournment thereof.
Afx a
15 paise
Revenue
Stamp
Signature(s) of the Member(s)
Notes:
(a) Proxies, in order to be effective, must be received at the Registered Ofce of the Company not less than 48 hours
before the time of the Meeting.
(b) A Member entitled to attend and vote at this Meeting is entitled to appoint a proxy and the proxy need not be a
Member.