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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 500550ISIN: INE003A01024INDUSTRY: Instrumentation & Process Control

BSE   ` 5773.00   Open: 5794.40   Today's Range 5739.45
5828.10
+25.65 (+ 0.44 %) Prev Close: 5747.35 52 Week Range 3248.00
5834.00
Year End :2023-09 

The valuation of investment properties is in accordance with the Ready Reckoner rates prescribed for the purpose of levying stamp duty. The Company has referred to the publications and government website for Ready Reckoner rates. Further, the fair value of certain investment properties has been determined with the help of Independent valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

For fair value measurement hierarchy, refer note 53B.

a) Shares held by Subsidiary and Associates of Ultimate Holding Company:

169,882,943 (2022: 169,882,943) Equity shares of ' 2 each, fully paid-up, are held by Siemens International Holding B.V., Subsidiary of Ultimate Holding Company.

85,468,862 (2022: 85,468,862) Equity shares of ' 2 each, fully paid-up, are held by Siemens Energy Holding B.V. (formerly known as Siemens Gas and Power Holding B.V.), Associate of Ultimate Holding Company.

11,738,108 (2022: 11,738,108) Equity shares of ' 2 each, fully paid-up, are held by Siemens Metals Technologies Vermogensverwaltungs GmbH, Subsidiary of Ultimate Holding Company.

e) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of ' 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts (if any). The distribution will be in proportion to the number of equity shares held by the shareholders.

22 Other equity

Nature and purpose of reserve

a) Capital reserve was created on account of merger of group companies in earlier years.

b) Amalgamation reserve pertains to amalgamation of Siemens VDO Automotive Ltd. in 2006.

c) Capital redemption reserve pertains to entity accounted as business combination under common control.

d) Securities premium account represents the surplus of proceeds received over the face value of shares, at the time of issue of shares.

e) General reserve was created out of profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend and issue of fully paid-up shares. As General reserve is created by transfer on one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be subsequently reclassified to statement of profit and loss.

f) Cash flow hedge reserve represents mark-to-market valuation of effective hedges as required by Ind AS 109.

g) Retained earnings are the profits that the Company has earned till date, less any transfers to General reserve and payment of dividend.

The above reserves will be utilised in accordance with the provision of the Companies Act, 2013.

40 Commitments and contingent liabilities

Sept 2023

Sept 2022

(a)

Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

1,183

605

(b)

Contingent liabilities (to the extent not provided for)

Income tax (excluding interest)

5,612

6,678

Goods and service tax (GST), excise, service tax and sales tax liabilities, under dispute

6,193

6,673

Customs liabilities, under dispute

120

120

Claims against the Company not acknowledged as debts

867

873

In respect of above contingent liabilities, the future cash outflows are determinable only on receipt of judgements pending at various forums / authorities. The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required.

42 Disclosure relating to Provisions Provision for warranty

Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacement, material cost, servicing and past experience in respect of warranty costs. It is expected that this expenditure will be incurred over the contractual warranty period.

Provision for liquidated damages

Liquidated damages are provided based on contractual terms when the delivery / commissioning dates of an individual project have exceeded or are likely to exceed the delivery/ commissioning dates as per the respective contracts. This expenditure is expected to be incurred over the respective contractual terms up to closure of the contract (including warranty period).

Provision for loss orders

A provision for expected loss on construction contracts is recognised when it is probable that the contract costs will exceed total contract revenue. For all other contracts, loss order provisions are made when the unavoidable costs of meeting the obligation under the contract exceed the currently estimated economic benefits.

Provision for other matters

The Company has made provisions for known contractual risks, litigation cases and pending assessments in respect of taxes (other than income tax), duties and other levies, the outflow of which would depend on the cessation of the respective events.

(iv) Revenue recognised during the year from opening balance of contract liabilities amounts to ' 11,620 (2022: ' 9,005).

(v) There is no revenue recognised during the year from the performance obligation that is satisfied in previous year (arising out of contract modifications).

(vi) Information regarding geographical disaggregation of revenue has been included in segment information. (refer note 45(ii))

45 (iii) Other disclosures :

- The Chief Operating Decision Maker ("CODM") evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by operating segments. The CODM reviews revenue and profit from operations as the performance indicator for all of the operating segments. The Chief Executive Officer and Chief Financial Officer are the CODM of the Company.

- Inter-segment prices are normally negotiated amongst the segments with reference to the market price. Transfer prices between operating segments are on arm's length basis in a manner similar to the transactions with third parties.

- No operating segments have been aggregated to form the above reportable operating segments.

- Other income and finance costs are not allocated to individual segments as the underlying instruments are managed on a group basis.

- Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to individual segments as they are also managed on a group basis.

- Capital expenditure consists of additions of property, plant and equipment, intangible assets and capital work in progress including assets aquired from the acquisition of businesses.

- Profits / losses on inter-segment transactions are eliminated at the Company level.

(iv) Segment information :

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 :

- Energy :- Provides fully integrated products, solutions and services across the energy value chain of oil and gas production, power generation and transmission for various customers such as utilities, independent power producers and engineering, procurement and construction (EPC) companies.

- Smart Infrastructure:- Supplier of products, systems, solutions and services for transmission and distribution of electrical energy for power utilities, industrial companies and infrastructure segments. Portfolio covers systems for low & medium voltage distribution, solutions for smart grids and energy automation, low voltage power supply systems. Provides intelligent and connected infrastructure for grids and buildings.

- Mobility:- Supplier of solutions for passenger and freight transportation - including rail vehicles, rail automation systems, rail electrification systems, road traffic technology and IT solutions.

- Digital Industries:- Contains portfolio of leading edge automation, drives and software technologies covering the complete life cycle from product design and production execution to services for discrete and process Industries.

- Others :- Services provided to other group companies and lease rentals have been classified as "Others".

Geographical Segments: The business is organised in two geographical segments i.e. within India and outside

India.

Allocation of common costs

Common allocable costs are allocated to each segment according to the relative contribution of each segment to

the total common costs.

Unallocated corporate items

Unallocated items include general corporate assets and liabilities which are not allocated to any business segment.

b) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting year 2022-23 and the method of assumption used in preparing sensitivity analysis did not change compared to previous year.

c) 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 ' 313 (2022: ' 238) to gratuity fund in 2023-24.

The investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. Each year, the Board of Trustees reviews the level of funding in the gratuity plan. Such a review includes the asset liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. Generally it aims to have a portfolio mix of equity instruments and debt instruments to minimize the risk exposed to investment.

d) The estimates of future salary increases, considered in actuarial valuation, take in to account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

e) The Company has contributed ' 564 (2022: ' 461) towards Provident fund during the year ended 30 September 2023. The said amount is excluding of amounts recognised by discontinued operation. The Guidance note issued by the Institute of Actuaries of India states that benefits involving employer established provident funds, which require interest shortfalls to be recompensed are to be considered as defined benefit plans. The Actuary has accordingly provided a valuation and based on the assumptions provided below, there is a shortfall as at 30 September.

(iii) General descriptions of significant defined plans

I 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 Company's Scheme whichever is more beneficial. Under the act, employee who has completed five years of service is entitled to the benefit. The level of benefits provided depends on the members length of service and salary at retirement age.

II Medical

Post retirement medical benefit is paid to the retired employees and their spouse till their survival and after their death, benefits are available to the employee's spouse. It consists of 3 components, which is health insurance, Domiciliary medical allowance and Company support in case the expenses incurred are more than the health insurance coverage subject to the ceiling limit as per the grades.

III Pension

Pension is paid to management cadre employees of the Company, who retired before March 1998. Pension is paid on monthly basis. In case of death in retirement ,100 percent pension is paid to the spouse for first six months and then 60 percent thereafter.

IV Retirement Gift

Retirement gift is paid, as a token of appreciation to the permanent employees who are separating on their retirement or after their long association with the Company.

The information has been given in respect of such vendors to the extent they could be identified as 'micro and small enterprises' on the basis of information available with the Company.

# Interest accrued is considered due upon claim from vendors.

* denotes figures less than a million 50 Share-based payment transactions

Share matching plan (SMP) and Siemens Stock Awards (SSA) at Siemens Ltd are classified as cash-settled transactions. The employees of the Company are eligible for the Ultimate Holding Company's share awards, i.e. SMP and SSA. Under SMP the employee may invest a specified part of their compensation in the Ultimate Holding Company's shares and at the end of 3 years (vesting period) employee gets one free share for every three shares purchased.

Under SSA, the Company grants stock awards of the Ultimate Holding Company's shares to the Senior management and other eligible employees. The vesting period is upto 4 years. SSA includes two schemes, under Special Allocation Stock Awards, the shares of are awarded to reward the performance of the employee. Under Performance Oriented Siemens Stock Awards these awards will be vested on the achievement of the performance criteria of Ultimate Holding Company.

At the end of each reporting period, the Company recognises the fair value of the liability and the expense at each reporting period at the market price of the Ultimate Holding Company's share.

Effect of Share-based payment transaction on the profit & loss, shown under the head Employee benefit expense is ' 635 (2022: ' 91)

51 Derivative Instruments

a) Forward Contracts and Option contracts

The Company uses forward contracts and options to mitigate its risks associated with foreign currency fluctuations having underlying transaction and relating to firm commitments or highly probable forecast transactions. The Company does not enter into any forward and options contracts which are intended for trading or speculative purposes.

52 Capital management

For the purpose of the Company's capital management, equity includes equity share capital and all other equity reserves attributable to the equity holders of the Company. The Company manages its capital to optimise returns to the shareholders and makes adjustments to it in light of changes in economic conditions or its business requirements. The Company's objectives are to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth and maximise the shareholders value. The Company funds its operations through internal accruals. The management and the Board of Directors monitor the return on capital as well as the level of dividends to shareholders.

The Company enters into foreign exchange forward and commodity contracts, which are valued using valuation techniques that employs the use of market observable inputs.

There have been no transfers between Level 1 and Level 2 during the year.

54 Financial Risk Management

The Company's principal financial liabilities comprise of trade payable, security deposits and other financial liabilities. The Company's principal financial assets include trade and other receivables, cash and cash equivalents and other financial assets that arise from its operations. The Company also enters into hedging transactions to cover foreign exchange exposure risk.

The Company's operating business is exposed to market risk, credit risk and liquidity risk. In order to optimize the allocation of the financial resources across the segments, as well as to achieve its aims, the Company identifies, analyses and manages the associated market risks. The Company seeks to manage and control these risks primarily through its regular operating activities and uses derivative financial instruments when deemed appropriate. All derivative activities for risk management purposes are carried out by teams that have the appropriate skills, experience and supervision. The Company has a Risk Management Committee, which ensures that the Company's financial risk taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and mitigated in accordance with the Company's policies and overall risk appetite.

A Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency rate risk and interest rate risk. Financial instrument affected by market risks includes deposits, derivative financial instruments, trade receivables, trade payables and other financials assets.

Foreign Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes on foreign exchange rate. The Company operates internationally and transacts in several currencies and has foreign currency trade receivables and trade payables. Hence, the Company is exposed to foreign exchange risk. The Company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Consequently, could have unforeseen impact on Company's cost of borrowing or returns thus impacting the profit and loss.

The Company does not have any borrowings. Surplus funds are invested in deposits at fixed interest rates. The tenure of the deposits is managed to match with the liquidity profile of the Company.

* denotes figures less than a million B Credit risk

Credit risk is defined as an unexpected loss in financial instruments if the contractual partner is failing to discharge its obligations in full and on time. The Company is exposed to credit risk from its operating and financing activities like trade receivables, deposits with banks, foreign exchange transactions and other financial instruments.

Trade receivables and Contract assets

The major exposure to credit risk at the reporting date is primarily from receivables comprising of trade and project unbilled receivables (net).

Credit risk on receivables is limited due to the Company's large and diverse customer base which includes public sector enterprises, state owned companies and private corporates. The effective monitoring and controlling of credit risk through credit evaluations and ratings is a core competency of the Company's risk management system. For receivables, as a practical expedient, the Company computes expected credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The ECL is calculated on rating and default probability percentage arrived from the historic default trend. In order to determine the default probability percentage, a simple average of customer wise specific allowances or actual bad debts incurred in succeeding year (derived rates) (whichever is higher) for the preceding three years is considered as a percentage of gross receivables positions for each grading i.e. rating and division of each customer as at reporting date.

Other financial assets

Credit risk from cash and cash equivalents, term deposits and derivative financial instruments is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds, temporarily, are made only with approved counter parties and within credit limits assigned to each counterparty. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

C Liquidity risk

The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company regularly monitors the rolling forecasts and actual cashflows, to ensure it has sufficient funds to meet the operational needs.

55 Business Combination Summary of acquisition

On 1 July 2023, the Company acquired Electric Vehicle division of Mass-Tech Controls Pvt. Ltd. for a cash consideration of ' 380 million, subject to adjustments mutually agreed between the parties to the transaction. From the aforesaid consideration, ' 5 million is currently retained as a holdback for a period of 1 year from the date of acquisition.

The fair value of assets and liabilities acquired have been determined provisionally in accordance with IND AS 103 'Business Combinations'. The purchase price has been provisionally allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill. The Company believes that the information provides a reasonable basis for estimating the fair values of assets and liabilities acquired, but the potential for measurement period adjustments exists based on a continuing review of matters related to the acquisition. The purchase price allocation is expected to be completed within one year.

The acquisition addresses fast-growing demand for EV charging infrastructure in India, expand local market presence & enable creation of export hub and scale up the Company's range of e-mobility solutions, complementing Siemens global portfolio. Provisional goodwill is primarily attributable to technologies and overall synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities.

55 Business Combination (Continued)

During the year ended 30 September 2023 the Company has recognised acquisition related cost of ' 8 lacs included in Legal and Professional Fees.

From the acquisition date, the results of operations of Mass-Tech Controls Pvt. Ltd. is included in the financial statements for the year ended 30 September 2023 as part of the Company's Smart Infrastructure Segment and comprises revenue from operations of ' 85 million and net loss of ' 34 million. If the acquisition had occurred at the beginning of the year, Company's revenue from operations and net loss for the year ended 30 September 2023 would have been ' 389 million and ' 31 million respectively. The net loss includes one time integration costs.

56 Discontinued operations

During the previous year, on 1 July 2022, the Company divested its Large Drives Applications (LDA) business (Portfolio Companies Segment) as a going concern on a slump sale basis to Siemens Large Drives India Pvt. Ltd. (a subsidiary of Siemens Large Drives GmbH, which in turn is a subsidiary of Siemens AG), for a cash consideration of ' 4,400 million. The gain on the sale transaction is ' 3,559 million for the year ended 30 September 2022. The tax expense on this transaction is ' 853 million (including write-off of deferred tax assets of ' 49 million) for the year ended 30 September 2022.

57 During the previous year, the Company had executed a Power Purchase Agreement and entered into a Share Subscription and Shareholders Agreement for the subscription of 26% of the paid-up equity share capital of Sunsole Renewables Pvt. Ltd. (Sunsole). On 28 February 2022, Sunsole had allotted 26% of its paid-up equity share capital to the Company as first tranche allotment for a consideration of ' 2.7 million and ' 11.4 million as second tranche allotment on 5 August 2022. The Company has accounted for the investment at cost as per IND AS 28 'Investments in Associates and Joint Ventures'.

i) Net worth comprises of Equity share capital and Other equity

ii) Cost of goods sold comprises of a) Cost of materials consumed, b) Purchases of Stock-in-Trade, c) Changes in inventories of finished goods, d) work-in-progress and stock-in-trade, e) Project bought outs and other direct costs.

iii) Net credit purchases comprises of (a) cost of goods sold and (d) Other expenses excluding Bad debts (including provision), Net loss on foreign exchange (including commodity gain/loss) and Corporate Social Responsibility expenditure.

iv) Working Capital is current assets less current liabilities.

59 Asset held for sale pertains to Land & building and Other assets to be sold from Property, plant and equipment, Investment properties and Right of use assets. These assets are measured at the lower of carrying value and fair value less cost to sell.

61 Other Notes:

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

iv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

vii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013, read with Companies (restriction on number of layers) Rules, 2017.

62 Pursuant to the amendment in the Companies (Accounts) Rules, 2014 effective from 11 August 2022, requires that books of accounts and other relevant books and papers maintained in electronic mode should remain accessible in India at all times and backup must be taken on servers physically located in India. The books of accounts are maintained by the Company in electronic mode and are accessible in India at all times. The Company did not have an established process of maintaining daily back-up of books of accounts on a server physically located in India upto 20 June 2023. Effective 21 June 2023, the Company has kept back-up of books of accounts on servers physically located in India on daily basis and has also taken a back-up of books of accounts and records for the period 1 October 2022 to 20 June 2023 on 21 June 2023.

63 Previous period figures have been regrouped / reclassified wherever necessary, to conform to current period classification.