CORPORATE GOVERNANCE REPORT
[As per Clause 49 of the Listing Agreement entered into with the Stock Exchanges ("Listing Agreement")]
I. Company's Philosophy on Corporate Governance
A clearly structured and fully implemented corporate governance system is the Company's highest priority. Good corporate governance is the basis for decision-making and control processes and comprises responsible, value-based management and monitoring focused on long-term success, goal-orientation and respect for the interests of our stakeholders.
II. Board of Directors a. Composition
The Board of Directors (Board) currently comprises of 11 experts drawn from diverse fields / 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 in this regard. The Chairman of the Board is a Non-executive and Independent Director. All Directors, except the Independent Directors, Managing Director and Special Director [Nominee Director of Siemens Aktiengesellschaft, ("Siemens AG")] are liable to retire by rotation.
There is no relationship between the Directors inter-se.
(1) Category: WTD - Whole-time Director, NED - Non-executive Director, NED (I) - Non-executive Director and Independent.
(2) Includes Directorships in Private Limited companies and Section 8 (Not for profit) companies. None of the Directors of the Company hold directorships in more than 7 listed companies.
(3) Includes only Audit Committee and Stakeholders Relationship Committee of public limited companies other than Siemens Limited. 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.
(4) In the whole-time employment of parent company, Siemens AG.
(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) Appointed as an Executive Director and Chief Financial Officer subject to approval of the Central Government.
(7) As being Managing Board / Senior management member(s) of Siemens AG, did not participate in the meeting held on 5th November, 2014 as an agenda item of the meeting was to consider a proposed related party transaction with a subsidiary of Siemens AG.
(8) Details provided for the period for which Late Mr. Narendra J. Jhaveri held directorship of the Company during the Financial Year 2014-15.
(9) The name of Ms. Mariel von Drathen, (DIN-06625674) has been changed to Ms. Mariel von Schumann during the Financial Year 2014-15.
During the Financial Year 2014-15, 5 Meetings were held on 5th November, 2014, 25th November, 2014, 30th January, 2015, 24th April, 2015 and 5th August, 2015.
The gap between any two Meetings did not exceed 120 days. Further, the Company has adopted and adhered to the Secretarial Standards prescribed by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government with effect from 1st July, 2015.
Agenda papers containing all necessary information / documents are made available to the Board / Committees in advance to enable the Board / Committees 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, subject to compliance with legal requirements. Considerable time is spent by the Directors on discussions and deliberations at the Board / Committee Meetings.
The information as specified in Annexure X 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. Audit Committee
Composition & Meetings
The Audit Committee comprises of experts specialising in accounting / financial management. The Audit Committee comprises of 4 members, all being Non-executive Directors with majority being Independent Directors and the Chairman of the Audit Committee is a Non-executive and Independent Director
(1) Mr. Apitzsch being Senior management member of Siemens AG did not participate in the meeting held on 5th November, 2014 as an agenda item of this meeting was to consider a proposed related party transaction with a subsidiary of Siemens AG.
Mr. Ketan Thaker, Company Secretary, is a Secretary to the Committee.
The Chief Executive Officer, Chief Financial Officer, Head of Accounts, Internal Auditors and the Statutory Auditors are permanent invitees to the Meetings.
Terms of reference
The Board of Directors at its Meeting held on 25th November, 2014 amended the Audit Committee Charter inter - alia the Terms of Reference of the Committee are in line with the requirements of Clause 49 of the Listing Agreement.
The terms of reference are briefly described below:-
1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.
3) Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process.
4) Recommending to the Board, the appointment and remuneration of Cost Auditor.
5) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
6) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:-
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications in the draft audit report.
7) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
8) Reviewing, with the management, performance of internal auditors, adequacy of the internal control systems.
9) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
10) Discussing with internal auditors any significant findings and follow up there on.
11) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
12) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
13) To 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.
14) To review the functioning of the Whistle Blower mechanism.
15) To scrutinize inter-corporate loans and investments.
16) To review guidelines for investing surplus funds of the Company.
17) To review investment proposals before submission to the Board of Directors.
18) To review proposal for mergers, demergers, acquisitions, carve-outs, sale, transfer of business / real estate and its valuation report and fairness opinion, if any, thereof.
19) Approval or any subsequent modification of transactions of the Company with related parties.
20) To approve the valuation of undertakings or assets of the Company, wherever it is necessary.
21) To appoint valuers for the valuation of any property, stocks, shares, debentures, securities or goodwill or any other assets or net worth of a Company or liability of the Company under the provision of the Companies Act, 2013.
22) To ensure proper system of storage, retrieval, display, or printout of the electronic records.
23) To evaluate internal financial controls and risk managements systems.
24) Any other requirement in accordance with the applicable provisions of the Listing Agreement with the Stock Exchanges and / or the Companies Act, or any re-enactment, amendment or modification thereto from time to time.
25) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
26) Carrying out such other function as may be delegated by the Board from time to time.
27) Review the following information:-
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions, (as defined by the Audit Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses;
e. The appointment, removal and terms of remuneration of the chief internal auditor; and
f. The financial statements, in particular, the investments made by unlisted subsidiary companies.
The Audit Committee is vested with the necessary powers, as defined in its Charter, to achieve its objectives.
The Chairman of the Audit Committee was present at the 57th Annual General Meeting of the Company held on 30th January, 2015.
ii. Stakeholders Relationship Committee
Composition & Meetings
The Stakeholders Relationship Committee (SRC) comprises of 3 members, majority being Independent Directors. The Chairman of the Committee is a Non-executive and Independent Director.
Details of Investors' Complaints
The Company and TSR Darashaw Ltd., Registrar & Share Transfer Agent (TSRDL), attend to all grievances of the investors received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc.
Barring certain cases pending in Courts / Consumer Forums, relating to disputes over the title to shares, in which either the Company has been made a party or necessary intimation thereof has been received by the Company, all the investor grievances / correspondences have been promptly attended to from the date of their receipt. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors.
Terms of Reference
Brief Terms of Reference of the Nomination and Remuneration Committee are as under:-
a. Identifying persons who are qualified to become the Directors / hold other senior management position and formulating criteria for determining qualities / positive attributes of Independent Directors.
b. Recommending to the Board and periodically reviewing Remuneration Policy.
c. Formulation of criteria for evaluation of Independent Directors and the Board and devising Board diversity policy.
d. Determine the Company's policy on specific remuneration packages for Whole-time Directors / Executive Directors.
e. Performance evaluation of Whole Time Directors and determining the amount of incentive including performance linked incentives payable.
The then Chairman of the NRC was present at the 57th Annual General Meeting of the Company held on 30th January, 2015.
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. The Board of Directors of the Company has, on the recommendation of the NRC, approved the policy for appointment and remuneration of Whole-time Directors, Senior Management / Key Managerial Personnel and employees of the Company. The Board of Directors also approved the Commission payable to Non-executive Directors.
The Company has also adopted policies, inter alia, pertaining to Director Succession Planning, Board Membership criteria, Board Diversity and Independent Directors.
1. For Whole-time Directors
The Board of Directors / the NRC of Directors is authorised to decide the remuneration of the Whole-time Directors, subject to the approval of the Members and Central Government, if required. The remuneration structure comprises of Salary, Perquisites, Retirement benefits as per the law / rules. Performance Linked Incentive (PLI), Commission and entitlement to participate in the Equity based compensation programs of Siemens AG, Germany / Siemens Ltd., as applicable from time to time. Annual increments are decided by the NRC within the salary grade approved by the Members.
In addition to the above remuneration, Expatriate Directors are paid Overseas Allowance / Special Allowance and certain other Perquisites as per the Rules of the Company.
PLI, benefit under the Equity based compensation programs of Siemens AG / Siemens Ltd. and Commission constitute the variable component of remuneration. PLI is computed on the basis of specific targets set for each Whole-time Director every year. The targets are also linked to the Company's targets. PLI is paid to the Whole-time Directors on achievement of the said targets. Commission is determined on the basis of the Net Profits of the Company in a particular Financial Year, subject to the overall ceiling as stipulated in Section 197 of the Companies Act, 2013 ("Act").
(1) Allowances include Overseas Allowance in case of Mr. Rummel; and Special Allowance in case of Mr. Mathur.
(2) The Whole-time Directors are covered under the Company's 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 specific amount for such benefits can't be ascertained separately and accordingly the same has not been included above.
The Severance fees are payable to the Directors on termination of employment and Notice Period as per the rules of the Company.
2. For Non-executive Directors
The Non-executive Directors are paid remuneration by way of Sitting Fees and Commission. Sitting Fees
The Non-executive Directors are entitled to sitting fees of Rs. 50,000/- per meeting for attending all Board and Committee Meetings.
The Members of the Company at the 57th Annual General Meeting held on 30th January, 2015, considering the enhanced role, responsibilities and duties of directors and in appreciation of their contribution and services that they have rendered / will be rendering to the Company, approved payment of Commission not exceeding 1% per annum of the Net Profits of the Company (computed in the manner provided in Section 198 of the Act or as may be prescribed by the Act or Rules framed there under from time to time) to the Non-executive Directors of the Company
The actual amount of Commission payable to each Non-executive Director is decided by the Board on the following criteria:-
• Number of Board / Committee Meetings attended
• Role and responsibility as Chairman / Member of the Board / Committee
• Overall contribution
(1) Subject to the approval of Audited Financial Statements for the Financial Year 2014-15 by the Members at the 58th Annual General Meeting to be held on 29th January, 2016.
(2) Mr. Joe Kaeser, Dr. Roland Busch, Mr. Johannes Apitzsch and Ms. Mariel von Schumann, Non-executive Directors, opted not to accept any Sitting Fees and Commission. They do not hold any Equity shares of the Company as on 30th September, 2015.
(3) Includes payment of sitting fees for attending the meeting of the Committee of the Board of Directors held on 8th November, 2014, which was constituted for the purpose of sale and transfer of Metals Technologies Business.
(4) Details provided for the period for which Late Mr. Narendra J. Jhaveri held directorship of the Company during the Financial Year 2014-15. The commission has been determined on a pro-rata basis till the time Late Mr. Narendra J. Jhaveri was a member of the Board of Directors of the Company during the Financial Year 2014-15.
None of the Non-executive Directors have any other pecuniary interest in the Company, as disclosed to the Company.
iv. Corporate Social Responsibility Committee Composition & Meetings
The Corporate Social Responsibility Committee (CSR) comprises of 4 members and the Chairman of the Committee is a Non-executive and Independent Director.
ii. Share Transfer Committee (STC)
The STC approves cases of transfer and transmission, issue of share in exchange for sub-divided, consolidated, defaced shares etc., as approved by the authorised persons and issue of duplicate share certificates. It also notes and takes on record the transfer / transmission / transposition of shares and consolidation / splitting of folios, issue of share certificate. The STC also notes the dealings in Company's Shares by the designated employees under the Company's Code of Conduct for Prohibition of Insider Trading. During the Financial Year 2014-15, the Committee met twelve times.
Mr. Ketan Thaker, Company Secretary, acts as the Secretary to the Committee
IV. Separate Independent Directors Meetings:-
Pursuant to requirements of the Act and Clause 49 II B (6) of the Listing Agreement the Company's Independent Directors met during the financial year without the presence of Non-executive Directors, Executive Directors or Management to discuss the matters as laid out therein for such meetings. Further, interactions outside the Board meeting take place between the Chairman and Independent Directors on a regular basis.
Siemens Rail Automation Private Limited (SRAPL) is a Wholly-owned subsidiary of the Company with effect from 1st October, 2014. SRAPL is a non-material, non listed subsidiary of the Company pursuant to Clause 49 of the Listing Agreement. The Company has in place the Policy on Material Subsidiary and the same is available on the website of the company at <http://www.siemens.co.in/pool/investor_relations/siemens-material-subsidiary-policy.pdf>.
VI. Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification:-
As required by Clause 49 IX of the Listing Agreement, the CEO and CFO certification on the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting has been obtained from Mr. Sunil Mathur (Managing Director and Chief Executive officer) and Mr. Christian Rummel (Executive Director and Chief Financial Officer).
VII. Business Conduct Guidelines (BCGs)
The Company has adopted BCGs (including an addendum incorporating the duties of the Independent Directors of the Company) as the Code of Conduct for Directors and Senior Management of the Company, as per the requirement of Clause 49 II E of the Listing Agreement. The Company has received confirmations from all Directors and Senior Management of the Company regarding compliance with the BCGs for the year ended 30th September, 2015 as applicable to them. A certificate from Mr. Sunil Mathur, Managing Director and Chief Executive Officer, to this effect, is attached to this Report. The BCGs can be viewed on the website of the Company <http://www.siemens.co.in/en/index/investor/> business-ethics.htm.
VIII. 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, directors as well as third parties to report unethical behaviour and actual or suspected frauds, the Company has adopted the Whistleblower Policy in line with Clause 49 II F of the Listing Agreement and also the Act. No personnel have been denied access to the Chairman of the Audit Committee and Chairman of the Board of Directors (in exceptional circumstances).
The Whistleblower Policy broadly covers a detailed process for reporting, handling and investigation of fraudulent activities and providing necessary protection to the employees, directors as well as third parties who report such fraudulent activities / unethical behaviour.
IX. Familiarisation programme for Independent Directors:-
The Company conducted Familiarisation Programme for its Independent Directors pursuant to the requirements of Clause 49 II B (7) of the Listing Agreement to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company etc. The details of familiarisation programme for the Independent Directors of the Company are available on the website of the Company at www.siemens.co.in/fpid
X. Annual evaluation of Board, Committees and individual Directors:-
The Nomination and Remuneration Committee (NRC) formulated the Performance Evaluation Guidelines and recommended to the Board, the framework for evaluating the performance on an annual basis of the board, its committees and each director including the Chairman of the Board of Directors.
Pursuant to the provisions of the Act, Listing Agreement and the above guidelines, the Board of Directors / Independent Directors / NRC (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The results of such evaluation are presented to the NRC and the Board of Directors (as applicable).
XI. Policy on dealing with Related Party Transactions:-
In line with the requirements of the Listing Agreement, the Company has formulated a Policy on Related Party Transactions ("Policy") which is also available on Company's website at <http://www.siemens.co.in/pool/investor_relations/siemens->policy-on-related-party-transactions.pdf. The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. The Audit Committee of the Company has granted omnibus approval for the Related Party Transactions (RPTs) which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. The Audit Committee also reviews all RPTs on quarterly basis in line with the omnibus approval granted by them. Requisite approval has been obtained from the Members byway of Special Resolution at 57th Annual General Meeting held on 30th January, 2015 with respect to Material RPTs pursuant to the requirements of Clause 49 of the Listing Agreement.
XII. Code of Conduct for Prohibition of Insider Trading:-
During the Financial Year under review, SEBI revised the regulations pertaining to Prohibition of InsiderTrading and notified the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 by repealing the earlier regulations in this regard. In accordance with the revised regulations, the Company has, inter-alia, adopted a Code of Conduct for Prohibition of Insider Trading (Code) duly approved by the Board of Directors of the Company with effect from
15th May, 2015. Mr. Ketan Thaker, Company Secretary, is the Compliance Officer for the purpose of this code.
a. Transactions with related parties as per requirements of Accounting Standard 18 (AS 18), are disclosed in notes annexed to Audited Financial Statements and in Form AOC - 2 (as applicable) forming part of Director's Report.
b. The Company has not entered into any transaction of a material nature with the Promoters, Directors or Management, their subsidiaries or relatives, etc. that may have a potential conflict with the interests of the Company at large.
c. With regard to matters related to capital markets, 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. The Company has put in place the Whistle Blower Policy as per the Clause 49 II F of the Listing Agreement and affirms that no person has been denied access to the Chairman of the Audit Committee and also the Chairman of the Board of Directors (in exceptional cases).
e. The Company has complied and disclosed all the mandatory requirements under Clause 49 of the Listing Agreement and details of compliance with the non-mandatory requirements are given under point XVII mentioned below.
f. Disclosures have also been received from the senior management relating to the financial and commercial transactions in which they or their relatives may have a personal interest. However, there were no such transactions during the Financial Year 2014-15 having potential conflict with the interests of the Company at large.
XV. Means of Communication:-
All important information relating to the Company, its financial performance, shareholding pattern, business, quarterly results, press releases, other information as per the Listing Agreement, presentation to the press / analyst meet are regularly posted on Company's website. The quarterly, half-yearly and annual financial results of the Company are published in newspapers such as; Business Standard and Navshakti. These results are also available on the websites of the Company, BSE Limited and National Stock Exchange of India Ltd. The Company also holds press conference / analysts meet from time to time.
XVI. General Shareholder Information:-
'General Shareholder Information' forms part of the Directors' Report as Annexure V to the Directors Report.
XVII. Compliance with Non-mandatory requirements:-
a. The Board: The Company does not maintain a separate office for the Non-executive Chairman. The independent directors have requisite qualification and experience to act as a director on the Board.
b. Shareholders Rights: The quarterly financial results are published in the newspapers of wide circulation and not sent to individual shareholders on a half-yearly basis. Financial Results are also available on the website of the Company and of Stock Exchanges where the Equity shares of the Company are listed.
c. Audit qualification: The Auditor's opinion on the Financial Statements is unqualified.
d. Separate posts of Chairman and CEO - The Board of Directors of Siemens Ltd. has a Non-executive chairman (Independent Director) i.e. Mr. Deepak S. Parekh and Mr. Sunil Mathur is the Managing Director and Chief Executive Officer of the Company.
e. Reporting of Internal Auditor - The Company has outsourced the Internal Audit function to Controlling and Finance-Audit (CFA), the Global audit department of Siemens AG a part of which is housed in Siemens Technology and Services Private Limited, India. CFA acts as the Internal Auditor of the Company pursuant to Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The Internal audit plan is approved by the Audit Committee and the Internal Auditors directly present their report to the Audit Committee for their consideration.
On behalf of the Board of Directors
For Siemens Limited
Deepak S. Parekh
Place : Mumbai
Date : Friday, 27th November, 2015
General Shareholder Information
I. 58th Annual General Meeting
Day, date and time Friday, 29th January, 2016 at 3.00 p.m. Venue
Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan Centre, General Jagannathrao Bhonsle Marg, Nariman Point, Mumbai - 400 021
(For Shares held in electronic form)
Friday, 22nd January, 2016
(To the beneficial owners of the shares as at the close of business hours on Friday, 22nd January, 2016, as per details to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited)
Dates of closure of transfer books (For Shares held in physical form)
Saturday, 23rd January, 2016 to Friday, 29th January, 2016 (both days inclusive)
Dividend payment date (if declared)
Friday, 5th February, 2016
Financial Year / Calendar
The Company follows the period of 1st October to 30th September, as the Financial Year.
The Honourable Company Law Board, New Delhi Bench has vide order no. C.P. No. 96(MB)/2(41)/2015 dated 16th September, 2015 under Section 2(41) of the Companies Act, 2013 allowed the Company to continue with its Financial Year as 1st day of October every year and closing on 30th day of September.
For the Financial Year 2015-16, Financial Results will be announced as per the following tentative schedule:-
1st quarter ending 31st December, 2015 : Fifth week of January, 2016
2nd quarter ending 31st March, 2016 : First week of May, 2016
3rd quarter ending 30th June, 2016 : Third week of August, 2016
Year ending 30th September, 2016 : Fifth week of November, 2016
Listing on Stock Exchanges
The Equity Shares of the Company are listed on the following premier Stock Exchanges of India having nation-wide trading terminals:-
BSE Ltd. (BSE) Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001
National Stock Exchange of India Ltd. (NSE) Exchange Plaza, Plot No. C/1 G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051
The Company has paid the listing fees for the Financial Year 2014-15 to the aforesaid Stock Exchanges.
The Company forms part of ''BSE 100'', "CNX 100" & "CNX Nifty Junior" indices of BSE and NSE respectively. BSE has permitted trading of the Company's Shares in the 'A' Group'. The Company's shares are also available for trading in the Futures & Options segment. The market lot for trading in the Company's shares in this segment is 250.
Stock Code / Symbol
BSE : 500550
NSE : SIEMENS EQ
Reuters : SIEM.BO / SIEM.NS
Bloomberg : SIEM:IN
International Securities Identification Number(ISIN) : INE003A01024
Corporate Identity Number (CIN) - allotted by the Ministry of Corporate Affairs: L28920MH1957PLC010839
Dematerialisation of Shares & Liquidity
including 75.00% holding of Siemens AG, Germany and its Wholly-owned subsidiary, i.e. Siemens VAI Metals Technologies GmbH, Austria (SVAI). The process for name change of SVAI to 'Siemens Metals Technologies Vermogensverwaltungs GmbH' with its Depository Participant (DP) is underway.
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 / clarification / assistance in this regard, please contact TSR Darashaw Ltd., Registrar and Share Transfer Agent.
As per the directions of Securities and Exchange Board of India (SEBI), Equity Shares of the Company can be traded by all the investors only in dematerialised form. The Company's Shares are actively traded on BSE and NSE.
X. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity
The Company has not issued any such securities.
XI. Registrar and Share Transfer Agent (RTA)
Share transfers, dividend payment and all other investor related matters are attended to and processed by our Registrar and Share Transfer Agent viz. TSR Darashaw Limited (TSRDL).
For the convenience of shareholders based in the following cities, transfer documents and letters will be accepted at the following offices of TSRDL:-
6-10, Haji Moosa Patrawala Industrial Estate, 20 Dr. E Moses Road, Nr. Famous Studio, Mahalaxmi, Mumbai - 400 011 Time: 10 a.m. to 3.30 p.m. (Monday to Friday) Phone: +91 (22) 6656 8484 Extn :- 411/ 412/ 413 Fax: +91 (22) 6656 8494 Email: email@example.com Website: www.tsrdarashaw.com
Tata Centre 1st Floor, 43, Jawaharlal Nehru Road, Kolkata - 700 071 Time: 10 a.m. to 3.30 p.m. (Monday to Friday) Phone: +91 (33) 2288 3087 Fax: +91 (33) 2288 3062 Email: firstname.lastname@example.org
Shah Consultancy Services Limited Agents : TSR Darashaw Limited 3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Akhada Road, Ellisbridge, Ahmedabad - 380 006 Time: 10 a.m. to 3.30 p.m. (Monday to Friday) Phone: +91 (79) 2657 6038 Email: email@example.com
503 Barton Centre, 5th Floor, 84, M G Road, Bengaluru - 560 001 Time: 10 a.m. to 3.30 p.m. (Monday to Friday) Phone: +91 (80) 2532 0321 Fax: +91 (80) 2558 0019 Email: firstname.lastname@example.org
Plot no. 2/42, Sant Vihar, Ansari Road, Daryaganj, New Delhi - 110 002 Time: 10 a.m. to 3.30 p.m. (Monday to Friday) Phone: +91 (11) 2327 1805 Fax: +91 (11) 2327 1802 Email: email@example.com
Bungalow No. 1,"E" Road, Northern Town, Bistupur, Jamshedpur - 831 001 Time: 10 a.m. to 3.30 p.m. (Monday to Friday) Phone: +91 (657) 242 6616 Email: firstname.lastname@example.org
XII. Share Transfer System
Documents for transfer of shares in physical form can be lodged with TSRDL at the registered address or at any of the above mentioned branch offices. The transfers are normally processed within 10-12 days from the date of receipt, if the documents are complete in all respects.
XIII. Plant Locations
1. E-76, Waluj, MIDC Area, Aurangabad - 431 136
2. Plot No - A 1/2, Five Star MIDC Industrial Area, Shendra, Aurangabad - 431 201
3. Plot No. C-1, Additional Industrial Area, MIDC, Ambad, Nashik - 422 010
4. Thane - Belapur Road, Airoli Node, Navi Mumbai - 400 708
5. Plot No. R-508 , TTC Area, MIDC - Rabale, Thane- 400 701
L-6, Verna Industrial Estate, Verna - Salcete, Goa - 403 722
1. R.S. No: 144, Opp. Makarpura Rly. Station, Maneja, Vadodara - 390 013
2. 589, Sayajipura, Ajwa Road, Vadodara - 390 019
Telangana : Plot No. 89 & 90, IDA, Gandhinagar, Post Balanagar, Hyderabad - 500 037
Karnataka : 97/2, Devanahalli Road, Off Old Madras Road, Virgo Nagar, Bengaluru - 560 049
West Bengal : Nimpura Industrial Growth Centre, PO: Rakha Jungle, Paschim, Midnapur, Kharagpur - 721 301
1. Unit -I, R.S No 16/8, Kurumbapet Village, Villianur Commune, Puducherry - 605 009
2. Unit -II, R.S No 23/2A, Uruvaiyaru Road, Abishegapakkam, Puducherry - 605 007
Haryana : Plot No. 37, Ground Floor, Sector-18, Huda, Gurgaon - 122 015
Tamilnadu : 309/2, A Block 100, Chettipedu Village, Thandalam Post, Sriperumbudur Taluk, Kancheepuram - 602 105
XIV. Address for correspondence
Registered and Corporate Office:
Siemens Limited 130, Pandurang Budhkar Marg Worli, Mumbai - 400 018, India Phone: +91 (22) 3967 7000 Fax: +91 (22) 3967 7500 Website: www.siemens.co.in
Investor Relations Team:
Contact Person: Mr. Vinayak Deshpande E-mail: Corporate-Secretariat.email@example.com Phone: +91 (22) 3967 7000 Fax: +91 (22) 3967 7562
Time: 10 a.m. to 12 noon and 2 p.m. to 4 p.m. on all working days of the Company (Saturday and Sunday closed).
The Investor Relations Team of the Company is located at the Registered Office. For the convenience of our investors, transfer requests, etc. are accepted at the Registered Office also.
Designated email address for investor services
The designated email address for investor complaints / queries / correspondence is Corporate-Secretariat.firstname.lastname@example.org/ email@example.com
XVII. Recommendations to the Investors / Shareholders
a. Open a demat account and dematerialize your shares since it helps in immediate transfer of shares without payment of stamp duty.
b. Provide a National Electronic Clearance System (NECS) mandate to the Company in case of shares in physical form and ensure that correct and updated particulars of bank account are available with Depository Participant (DP) in case of shares held in dematerialized form.
c. It has been observed by the Company that many of its members have not opted for nomination to the shares held by them and in case of demise of a shareholder without nomination; the lengthy and costly process of Transmission of shares has to be followed. Thus, members who have not yet provided their nomination are requested to do so at an early date by filling and submitting the nomination forms (to the Company / TSRDL - for physical shares; to DP - for dematerialized shares).
d. Obtain valid Share Transfer Deed / Documents relating to purchase / sale of shares.
e. Transfer of shares prior to book closure / record date will be eligible for corporate benefits.
f. Deal only through SEBI registered intermediaries.
g. Give clear and unambiguous instructions to your broker / sub-broker / DP.
h. Keep copies of all your investment documentation i.e. Share transfer deed. Share Certificate etc.
i. Send share certificates, cheques, demand drafts etc. through registered post or courier. j. Keep address / contact details / phone nos. and email ids updated at all times.
k. Change of Address: Regarding change of address, bank details, nomination, registration of power of attorney, change in e-mail address, etc., Shareholders holding shares in physical form should notify the RTA and those who are holding shares in demat mode, should send their instructions directly to their DP.
l. Loss of Shares: In case of loss / misplacement of shares, investors should immediately lodge a complaint / FIR with the police and then to the RTA who will guide on the procedure of obtaining the duplicate share certificates.
m. Unclaimed Dividends: The Shareholders may claim their unpaid dividend upto FY 1994-95 by submitting an application in Form II of The Companies Unpaid Dividend (Transfer to the General Revenue Account of the Central Government) Rules, 1978 to the Registrar of Companies - 100, Everest, Marine Drive, Mumbai - 400 002.
In terms of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, which was notified on 10th May, 2012, the Company has made the relevant disclosures to the Ministry of Corporate Affairs regarding unclaimed dividends.
The Company has uploaded the prescribed information on www.iepf.gov.in and www.siemens.co.in
n. Non-Resident Shareholders : Non-Resident Shareholders are requested to immediately notify the following to the Company in respect of shares held in Physical form and to their DPs in respect of shares held in Dematerialised form:-
• Indian address for sending all communications, if not provided so far;
• Change in their residential status on return to India for permanent settlement;
• Particulars of the Bank Account maintained with a bank in India, if not furnished earlier;
• RBI Permission number with date to facilitate prompt credit of dividend in their Bank Accounts.
Feed Back: Members are requested to give us their valuable suggestions for improvement of our investor services to our Corporate Office or Registrar and Share Transfer Agent (TSRDL) office at Mumbai.
On behalf of the Board of Directors
For Siemens Limited
Deepak S. Parekh
DIN - 00009078
Place : Mumbai
Date : Friday, 27th November, 2015
Note: The information given hereinabove is as of date unless otherwise stated.