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Siemens Ltd. Proxy Solicitation & Information Statement 2022

Jun 7, 2022

58989_rns_2022-06-07_fa4fd0ca-26f2-4a81-8bf1-9f6dd462ad2b.pdf

Proxy Solicitation & Information Statement

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SIEMENS

7[th ] June, 2022

National Stock Exchange of India Limited BSE Limited

- Scrip Code

National Stock Exchange of India Limited: SIEMENS EQ BSE Limited: 500550

Information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/ Madam,

Pursuant to Regulation 30 and other applicable provisions of the Listing Regulations, please find enclosed the Notice of Postal Ballot dated 27[t][h ] May, 2022, seeking approval of the Members of the Company for the appointment of Ms. Sindhu Gangadharan (DIN: 08572868) as an Independent Director of the Company, for a term of 5 (five) years from 12[th ] May, 2022.

The remote e-voting shall commence on Wednesday, 8[th ] June, 2022 at 9.00 a.m. (1ST) and shall end on Thursday, 7[th ] July, 2022 at 5.00 p.m. (1ST).

Kindly take the same on record.

Yours faithfully, Fo Siemens Limited

etan Thaker Company Secretary

Encl: a/a

Siemens Limited

Management: Sunil Mathur CIN: L28920MH1957PLC010839

Birla Aurora, Level 21, Plot No. 1080, Tel.: +9122 6251 7000 Dr. Annie Besant Road, Worli, Website: www.siemens.co.in Mumbai -400030 E-mail- CorporateIndia [email protected]

Registered Office: Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai -400030. Telephone +91 22 6251 7000. Fax +91 22 24362403. Sales Offices: Ahmedabad, Bengaluru, Bhopal, Bhubaneswar, Chandigarh, Chennai, Coimbatore, Gurgaon, Hyderabad, Jaipur, Jamshedpur, Kharghar, Kolkata, Lucknow, Kochi, Mumbai, Nagpur, Navi Mumbai, New Delhi, Puducherry, Pune, Vadodara, Visakhapatnam.

Siemens Limited

CIN: L28920MH1957PLC010839

Registered Office: Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai - 400030 Phone: +91 22 6251 7000; Fax: +91 22 2436 2403

Website: www.siemens.co.in E-mail: [email protected]

Notice of Postal Ballot

NOTICE is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013, (“ the Act ”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“ the Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable provisions of the Act, the Rules, Listing Regulations, the Articles of Association of the Company, Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“ SS-2 ”) and adopted by the Central Government, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“ MCA ”) for conducting postal ballot, vide General Circular Nos. 14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December 2021 and 3/2022 dated 5[th] May 2022, in view of the COVID-19 pandemic (collectively the “ MCA Circulars ”), to transact the business as set out hereunder by way of Postal Ballot, by voting, through remote e-voting.

Pursuant to Sections 102, 110 and other applicable provisions of the Act, the statement setting out the material facts in respect of the Special Resolution proposed to be passed is annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice (“ Notice ”).

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice only in electronic form, to those Members whose e-mail addresses are registered with the Company / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The voting by the Members would take place only through the remote e-voting system.

In compliance with Regulation 44 of the Listing Regulations, the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically on the resolution proposed in this Notice. The instructions for remote e-voting are appended to this Notice.

Members are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting votes by remote e-voting. The schedule of remote e-voting is as under:

Commencement of remote e-voting Conclusion of remote e-voting
Wednesday, 8thJune 2022 at 9.00 a.m. (IST) Thursday, 7thJuly 2022 at 5.00 p.m. (IST)

The remote e-voting facility will be disabled by National Securities Depository Limited (“ NSDL ”) immediately thereafter.

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Siemens Limited

SPECIAL BUSINESS

Appointment of Ms. Sindhu Gangadharan (DIN: 08572868) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT Ms. Sindhu Gangadharan (DIN: 08572868) who was appointed by the Board of Directors as an Additional Director of the Company with effect from 12[th] May 2022, in terms of Section 161 of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable rules and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or re-enactment(s) thereof for the time being in force and the Articles of Association of the Company, the appointment of Ms. Sindhu Gangadharan, who meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect, be and is hereby approved, as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) years from 12[th] May 2022 to 11[th] May 2027.”

Notes:

  1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (”Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (”Rules”), setting out the material facts relating to the aforesaid Resolution is annexed hereto and forms part of this Postal Ballot Notice (”Notice”).

  2. The Notice is being sent only in electronic form to those Members, whose names appear in the Company’s Register of Members / List of Beneficial Owners as received from the Depositories / TSR Consultants Private Limited, the Company’s Registrar and Transfer Agent (“ RTA ”) as on Friday, 3[rd] June 2022 (“ Cut-Off Date ”) and whose e-mail addresses are registered with the Company / RTA / Depositories / Depository Participants (in case of electronic shareholding) or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date, i.e. Friday, 3[rd] June 2022 .

  3. Institutional / Corporate Members (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG Format) of its Board or governing body Resolution / Authorization etc., authorizing its representative to vote through remote e-voting on its behalf. The letter of appointment of representative(s) of the President of India or the Governor of a State; or the authorisation in respect of representative(s) of the Corporations shall be received by the Scrutinizer / Company on or before close of remote e-voting. The said Resolution / Authorization shall be sent to the Scrutinizer by e-mail through its registered e- mail address to [email protected] with a copy marked to [email protected] Institutional Members (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  4. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

It is however clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

  1. Members are requested to carefully follow the instructions under the Section ‘Instructions for Remote E-voting’ for exercising their votes.

  2. The Notice is also available on the website of the Company www.siemens.co.in as well as on the Stock Exchange websites (http://www.bseindia.com and http://www.nseindia.com) and on the website of NSDL www.evoting.nsdl.com.

  3. The remote e-voting shall commence on Wednesday, 8[th] June 2022 at 9.00 a.m. (IST) and shall end on Thursday, 7[th] July 2022 at 5.00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

  4. The Board of Directors has appointed Mr. P. N. Parikh (Membership No. FCS 327, CP No. 1228) or failing him, Ms. Jigyasa N. Ved (Membership No. FCS 6488, CP No. 6018) or failing her, Mr. Mitesh Dhabliwala (Membership No. FCS 8331, CP No. 9511) of Parikh Parekh & Associates, Practising Company Secretaries, as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.

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Siemens Limited

  1. The Scrutinizer will submit his/her report to the Chairman, or any other person authorised by him, after scrutiny of the votes cast, on the result of the Postal Ballot on or before Saturday, 9[th] July 2022. The Scrutinizer’s decision on the validity of votes cast will be final.

  2. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.siemens.co.in and on the website of NSDL http://www.evoting.nsdl.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

  3. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-voting i.e. Thursday, 7[th] July 2022 .

  4. The vote in this Postal Ballot cannot be exercised through proxy.

  5. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID, between the period Wednesday, 8[th] June 2022 to Thursday, 7[th] July 2022.

Instructions for remote E-voting

Step 1: Access to NSDL e-Voting system at https://www.evoting.nsdl.com/

a) Login method for e-Voting for Individual Members holding securities in demat mode

In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to cast their vote electronically through their demat account maintained with Depositories and Depository Participants (“ DP ”).

Members are advised to update their mobile number and e-mail Id in their demat accounts in order to access e-Voting facility.

Login method for Individual Members holding securities in demat mode is given below:

Type
of
shareholders
Login Method
Individual Members
holding securities in
demat mode with
NSDL.
Users registered for NSDL IDeAS facility:
1.
Visit the e-Services website of NSDL viz.https://eservices.nsdl.com. On the e-Services
home page, click on the “Beneficial Owner”icon under“Login”which is available
under‘IDeAS’section.
2.
You will be prompted to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value added services.
Click on“Access to e-Voting”under e-Voting services and you will be able to see e-
Voting page.
3.
Click on company name ore-Voting service provider i.e. NSDLand you will be re-
directed to e-Voting website of NSDL for casting your vote during the remote e-
Voting period.
Users not registered for IDeAS e-Services:
Option to register is available athttps://eservices.nsdl.com. Select“Register Online for
IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
1.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member/Creditor’ section.
2.
A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
demat account number held with NSDL), Password / One Time Password (OTP) and
a Verification Code as shown on the screen. After successful authentication, you will
be redirected to NSDL Depositorysite whereinyou can see e-Voting page.

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Siemens Limited

  1. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

  2. Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

iOS Google Play Store

==> picture [231 x 94] intentionally omitted <==

  • Individual Members Existing users who have opted for Easi / Easiest holding securities in demat mode with 1. Login through their user id and password. Option will be made available to reach e- CDSL Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

  • After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider (ESP) i.e. NSDL. Click on NSDL to cast your vote.

User not registered for Easi/Easiest Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

Visit the e-Voting website of CDSL

  1. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on the registered mobile number and e-mail id as recorded in the demat account.

  2. After successful authentication, user will be provided links for the respective ESPs i.e. NSDL where the e-Voting is in progress.

Individual Members 1. Members can also login using the login credentials of your demat account through (holding securities in your DP registered with NSDL/CDSL for e-Voting facility. demat mode) login 2. Once logged in, you will be able to see e-Voting option. through their DPs 3. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

  1. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Siemens Limited

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issue related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Members holding securities in
demat mode with NSDL
Members can contact NSDL helpdesk by sending a request at
[email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Members holding securities in
demat mode with CDSL
Members can contact CDSL helpdesk by sending a request at
[email protected] contact at 022- 23058738 or 022-
23058542-43

b) Login Method for Members other than Individual Members holding securities in demat mode and Members holding equity shares in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member/Creditor’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below:

Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your
user ID is IN300
12**.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12** then your user ID
is 12**
c) For Members holding shares in Physical
Form.
EVEN (E-voting Event Number) followed by Folio Number registered with
the company
For example if folio number is 001 and EVEN is 119910 then user ID is
119910001
  1. Password details are given below:

  2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  3. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

      • e-mail ids are not registered.

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Siemens Limited

  1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  2. b) “ Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  3. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  4. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  5. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  6. Now, you will have to click on “Login” button.

  7. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in progress.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for Members

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

  2. In case of any difficulty or queries pertaining to remote e-Voting, you may refer to the Frequently Asked Questions (FAQs) for Members and e-Voting user manual for Members available in the download of www.evoting.nsdl.com or call on toll free nos.: 1800 1020 990 / 1800 22 44 30 or contact Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Limited at [email protected].

Process for those Members whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolution set out in this Notice :

  1. In case shares are held in physical mode then please provide Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding shares in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual Members holding securities in demat mode .

  3. Alternatively, Members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

By Order of the Board of Directors For Siemens Limited

Ketan Thaker

Company Secretary ACS: 16250

Registered Office : Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai – 400030 Corporate Identity Number : L28920MH1957PLC010839 Tel .: +91 22 6251 7000; Fax : +91 22 2436 2403 E-mail / Contact : [email protected] / http://www.siemens.co.in/contact Website : www.siemens.co.in

Mumbai Friday, 27[th] May 2022

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Siemens Limited

STATEMENT SETTING OUT MATERIAL FACTS UNDER SECTION 102 OF THE COMPANIES ACT, 2013 (“the Act”)

The Board of Directors (“Board”), on the recommendation of the Nomination and Remuneration Committee (“NRC”), has appointed Ms. Sindhu Gangadharan (DIN: 08572868), as an Additional Director of the Company with effect from 12[th] May 2022 and as an Independent Director of the Company, for a term of 5 (five) years with effect from 12[th] May 2022 to 11[th] May 2027, subject to approval of the Members.

Ms. Gangadharan joined SAP in 1999, when SAP Labs India set up its operations in Bangalore. She later moved to SAP’s headquarters in Walldorf, Germany, working on various products, technology and innovation platforms and has held several strategic and leadership positions managing global teams. She also serves on the Boards of other companies. The profile of Ms. Gangadharan pursuant to Regulations 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Clause 1.2.5 Secretarial Standard - 2 on General Meetings is provided in the Annexure to this Notice.

The NRC has identified amongst others, Leadership and General Management, Strategic and Business Planning, Technology and Compliance, as the skills required for this role. After reviewing the profile of Ms. Gangadharan, the NRC and the Board was of the view that Ms. Gangadharan possess appropriate skills, experience and knowledge as required for the role of an Independent Director. The skills coupled with her rich experience will benefit the Company. Accordingly, the Board has recommended her candidature as an Independent Director of the Company.

The Company has received a declaration from Ms. Gangadharan to the effect that she meets the criteria of independence as provided in Section 149(6) and other applicable provisions of the Act and Rules framed thereunder and Regulation 16(1)(b), Regulation 25(8) and other applicable provisions of the Listing Regulations. Ms. Gangadharan has also confirmed that she is not debarred from holding the office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any such authority and is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Ms. Gangadharan has confirmed that she is in compliance with Rules 6(1), 6(2) and 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to her registration in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’) and has cleared an online proficiency self-assessment test, conducted by IICA.

The Board has assessed the veracity of the above declarations and other documents furnished by Ms. Gangadharan. Basis the confirmations / declarations provided by Ms. Gangadharan, the Board is of the opinion that she fulfils the conditions / criteria specified under the Act, the Rules framed under the Act and the Listing Regulations in relation to her appointment as an Independent Director of the Company and is independent of the management of the Company.

The Company has received a notice pursuant to Section 160 of the Act, from a Member signifying the intention to propose the appointment of Ms. Gangadharan as a Director of the Company.

The terms and conditions of her appointment would be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at [email protected].

Pursuant to Regulation 17(1C) of the Listing Regulations, approval of Members for appointment of a person on the Board of Directors is required to be obtained either at the next general meeting or within three months from the date of appointment, whichever is earlier.

The Board, considering the experience and expertise of Ms. Gangadharan, recommends the Special Resolution as set out in the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel or their relatives except Ms. Gangadharan and her relatives, are interested, financially or otherwise, in the Resolution as set out in this Notice.

By Order of the Board of Directors For Siemens Limited

Ketan Thaker

Company Secretary ACS: 16250

Registered Office : Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai – 400030 Corporate Identity Number : L28920MH1957PLC010839 Tel .: +91 22 6251 7000; Fax : +91 22 2436 2403 E-mail / Contact : [email protected] / http://www.siemens.co.in/contact Website : www.siemens.co.in

Mumbai Friday, 27[th] May 2022

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Siemens Limited

Details of Director seeking appointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 Secretarial Standard - 2 on General Meetings

Name of the Director Ms. Sindhu Gangadharan
Director Identification Number 08572868
Date of birth 4thJuly 1976
Date of appointment 12thMay 2022
Qualification Engineering in Computer Science from Bangalore University
Expertise in specific functional areas Leadership and General Management; Strategic and Business Planning;
Technology; and Compliance
Experience Ms. Gangadharan is the Senior Vice President and Managing Director of
SAP Labs India Private Limited (“SAP Labs India”). Ms. Gangadharan
joined SAP in 1999, when SAP Labs India set up its operations in
Bangalore. She later moved to SAP’s headquarters in Walldorf, Germany,
working on various products, technology and innovation platforms and
has held several strategic and leadership positions managing global
teams. She also serves on the Boards of Titan Company Limited,
Calliduscloud (India) Private Limited and Qualtrics International Inc, USA.
She is also on the Advisory Board of YuWaah, supported by UNICEF and
EverLoop by SAP. She is a member of the NASSCOM Executive Council –
the apex industry body for the IT/IT enabled services in India. She is also
a member of the Steering Committee of the Indo-German Chamber of
Commerce.
Directorships held in other companies in India 1.
Titan Company Limited (Listed company)
2.
SAP Labs India Private Limited
3.
Callidus Cloud (India) Private Limited
Chairmanship / Membership of Committees
held in other companies in India
Audit Committee
1. Titan Company Limited
Corporate Social Responsibility Committee
1. SAP Labs India Private Limited
2. Callidus Cloud (India) Private Limited
Board Nomination & Remuneration Committee
1. Titan Company Limited
Relationship with other Directors and Key
Managerial Personnel
None
Number of Equity shares held in the Company,
including shareholding as a beneficial owner
Nil
Number of Board Meetings attended during last
Financial Year (“FY”)
2 (Two) - (Only two Board Meetings were held post her appointment)
during current FY (i.e. 2021-22) until date of this Notice. Since the
appointment is with effect from 12thMay 2022, details pertaining to last
FY (i.e. 2020-21) is not applicable.
Terms and conditions of appointment Independent Director for 5 (five) years from 12thMay 2022 to
11thMay 2027
Details of Remuneration sought to be paid Sitting fees and commission
Remuneration last drawn by the Director Sitting fees of Rs. 100,000/- for attending the Board Meetings on
12thMay 2022 and 27thMay 2022.
Names of listed entities from which Director has
resigned in the past three years
Nil

9

Siemens Limited