Sundaram Clayton Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 13, 2010, has approved the following proposals: 1. Acquiring by the Company, the entire paid up capital of Rs. 5 lakhs of Sundaram Investment Ltd. (SIL); 2. Demerger of non automotive related business of the Company into SIL; 3. Merger of TVS Investments Ltd, Wholly owned Subsidiary (WoS) of the Company with SIL The above proposals are subject to such regulatory approvals as required under sections 391-394 of the Companies Act, 1956, and other 'Securities Laws' as defined under the Listing Agreement. On finalisation of the Composite Scheme of Arrangement, to implement the above proposals, the Company will file the Scheme with the Stock Exchanges and seek their in principle approval, as required by the Listing Agreement before filing the same with the Hon'ble high Court of Madras. With reference to the earlier announcement regarding notifying the approval of the Composite scheme of arrangement and amalgamation among Sundaram - Clayton Limited (SCL) (and its wholly owned subsidiaries, namely Sundaram Investment Limited (SIL), TVS Investments Limited (TVSI) and Anusha Investments Limited (AIL) and their respective shareholders, by the Board of Directors at its meeting held on August 13, 2010, Sundaram Clayton Ltd has informed BSE that in the meeting of the Committee of Directors held on November 14, 2010, the draft Composite Scheme of Arrangement and Amalgamation among Sundaram-Clayton Limited, Sundaram Investment Limited, TVS Investments Limited and Anusha Investments Limited and their respective shareholders was approved. The Company has submitted to BSE the salient features of the said Scheme. The said Scheme was approved by the Committee of directors at its meeting held on November 14, 2010, subject to (a) approval of the stock exchanges, (b) approval of the shareholders of the Company at Court convened separate meetings, and (c) sanction of the High Court of Madras under and in accordance with Sections 391-394 of the Companies Act, 1956. (As Per BSE Announcement Website dated on 15.11.2010) With reference to the earlier announcements regarding the proposed Scheme of Arrangement including Amalgamation and Demerger among Sundaram-Clayton Limited (SCL), and its wholly owned subsidiaries, namely, Anusha Investments Limited (AIL) and Sundaram Investment Limited (SIL), and their respective shareholders ('the Scheme'), subject to all requisite or necessary approvals/sanctions including under and in accordance with Sections 391-394 of the Companies Act, 1956 Sundaram Clayton Ltd has now informed BSE that subsequently, the board of directors and the Committee of directors have considered and made certain changes / modifications to the earlier Scheme and approved the same subject to (a) approval of the stock exchanges, (b) approval of the shareholders of the respective Companies at Court convened separate meetings, and (c) sanction of the Hon'ble High Court of Madras under and in accordance with Sections 391-394 of the Companies Act, 1956. The modified draft Scheme of arrangement, as approved at the meeting held on December 26, 2011. (As Per BSE Announcement Dated on 26.12.2011) Sundaram Clayton Ltd has informed BSE regarding Draft Composite Scheme of Arrangement including Amalgamation and Demerger among Sundaram-Clayton Limited (SCL), and its wholly owned subsidiaries and their respective shareholders, subject to all requisite or necessary approvals/sanctions including under and in accordance with Sections 391-394 of the Companies Act, 1956. (As Per BSE Announcement Website dated on 19.01.2012) SUB. :- Scheme of Arrangement of Sundaram-Clayton Ltd. (Scrip Code 520056) Trading members of the Exchange are hereby informed that, Sundaram-Clayton Ltd (SCL) has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Composite Scheme of Arrangement of the Company as per order passed by Hon'ble High Court of Madras. Trading Members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME & CODE Sundaram-Clayton Ltd. (520056) RECORD DATE 10.09.2012 PURPOSE Scheme of Arrangement: A) Demerger of the 'Non-Automative related business' of SCL into Sundaram Investment Limited (SIL) Upon Scheme becoming effective and in consideration of the transfer and vesting of the Non-Automative related business of SCL into SIL. Equity shareholders of SCL would be entitled to equity shares of SCL and SIL for every 2 equity shares of Rs. 5/- each held by the shareholders in SCL, in the following manner: a) One equity share of Rs. 5/- each credited as fully paid up in the share capital of SCL; and b) One new equity share of Rs. 5/- each credited as fully paid up in the share capital of SIL; OR One 8% Non-Cumulative Redeemable Preference Share (NRPS) of Rs. 5/- each credited as fully paid up in SIL, at a premium of Rs. 43/- per NRPS. B) Reduction of Capital: In terms of the Scheme, consequent to the demerger the issued and paid up equity share capital of SCL, post reduction, will compromise of 1,89,67,584 equity shares of Rs. 5/- each. NO DEALINGS FROM DATE & SETT. NO. 07/09/2012 DR-113/2012-2013 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 05.09.2012)