Sundaram Clayton Limited has informed the Exchange vide notes to Accounts in the Unaudited Financial Results for the quarter ended September 30, 2008 (taken on record by the Board of Directors of the Company at its meeting held on September 20, 2008) that The board of directors, at their meeting held on October 20, 2008, approved a scheme of amalgamation of the wholly owned subsidiary, namely AIEL with the Company subject to such approvals as may be required in this regard in terms of section 391-394 of the Companies Act, 1956 and the Listing Agreement. Sundaram Clayton Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 20, 2008, inter alia, has approved the following proposals: 1. Merger of wholly owned subsidiary with the Company: a draft Scheme of amalgamation of the wholly owned subsidiary, M/s. Auto (India) Engineering Ltd (AIEL) with the Company. The salient features of the Scheme are as follows: - Acquisition of assets and liabilities together all rights, duties, obligations of the wholly owned subsidiary of the Company, namely Auto (India) Engineering Ltd (AIEL) by the Company on the Appointed date, namely January 01, 2009 and together with any accretion or deletion to the said assets and any addition / deduction to the liabilities between the said Appointed date and the Effective date, being the date on which a certified copy of the said scheme of amalgamation is flied with the Registrar of Companies, Tamil Nadu, Chennai; - Cancellation of the entire investment of Rs 5.00 lakhs held in the wholly owned subsidiary, namely AIEL by the Company; - Dissolution of AIEL without the process of winding up in terms of the said scheme; and - Continuance of legal obligations of the respective Companies involved under the Scheme; (As Per BSE Announcement Website dated on 22.10.2008) Sundaram Clayton Limited has informed the Exchange that, the Scheme of Amalgamation with regard to the amalgamation of M/s Auto (India) Engineering Limited (AIEL), a wholly owned subsidiary of the Company with the Company has been sanctioned by the Hon'ble High Court of Madras vide its order dated July 01, 2009. The Company had in turn filed the said order with the Registrar of Companies, (RoC) Chennai on July 06, 2009. Further, in terms of clause 7 of the said Scheme of Amalgamation, the wholly owned subsidiary, AIEL now stands dissolved effective July 06, 2009 without the process of being wound up. As envisaged in terms of clause 6 of the said Scheme of Amalgamation sanctioned by the Hon'ble High Court of Madras, there is no fresh issue of share capital by the Company. All the other assets and liabilities of the AIEL stood now vested in the Company effective October 01, 2008 in terms of the aforesaid Scheme sanctioned by the Hon'ble High Court of Madras. (As per NSE Bulletin Dated on 09.07.2009)