The directors were informed that the promoters has been discussing the demerger of the Company's brake business into a separate Company with WABCO's greater involvement to help further growth of that business. The Company is advised that both Indian and Foreign promoter shareholders areactively exploring various option for reorganizing the existing businesses of the Company within the framework of applicable statutes. Outcome of Board Meeting Sundaram Clayton Ltd has informed the Exchange that at the meeting of the BODs held on December 22,2004 the directors were informed that the promoters had been discussing the demerger of the company's brake business into a separate company with WABCO's greater involvement to help future growth of that business. The company is advised that both Indian and foreign promoter shareholders are actively exploring various options for reorganizing the existing businesses of the company within the framework of applicable statutes. When a concrete proposal for re-organisation is brought before the board for its consideration, the company would keep the exchange advised of the developments. (As per NSE Bulletin dated on 23/12/2004) Sundaram Clayton Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 14, 2007, has approved the Scheme of arrangement between the Company and its wholly owned subsidiary, WABCO-TVS (India) Ltd and their respective shareholders and creditors, subject to all requisite or necessary approvals / sanctions including under and in accordance with Sections 391-394 of the Companies Act, 1956. The salient features of the Scheme of arrangement approved by the Board subject to the aforesaid approvals and sanctions are as follows: 1. All assets and liabilities together with all duties, rights and obligations in relation to the Brake business as on January 01, 2007 (the Appointed date) will be transferred to and vested in favour of the wholly owned subsidiary, namely WABCO-TVS (India) Ltd ('Resulting Company') and together with any accretion or deletion to the said assets and any addition / deduction to the liabilities between the Appointed date and Effective date as defined under the Scheme. 2. Similarly, Non-brakes business with all its assets, liabilities, duties, rights and obligations pertaining thereto, together with investments will continue to remain with the existing Company, namely Sundaram-Clayton Ltd ('Demerged Company'). 3. As an integral part of the Scheme, share capital of the Demerged company and the Resulting Company will be reorganized by distributing the paid up equity share capital equally between the two Companies. The face value of each equity share in the Demerged Company will be reduced from Rs 10/- each to Rs 5/- each. 4. It is also proposed to issue and allot one equity share of Rs 5/- each fully paid up in the Resulting Company for every equity share of Rs 5/- each (after reorganization) held in the Demerged Company on a record date to be fixed for the purpose upon the Scheme coming into effect. 5. It is proposed to effect an inter se transfer of shares between the Promoters namely TVS group and Clayton Dewandre Holdings Ltd (CDH), belonging to the WABCO Group, within two years from the date of listing of the equity shares of the Resulting Company. 6. Consequently, majority control and management of the Resulting Company will vest with CDH after CDH acquires majority shareholding in the Resulting Company. 7. Similarly, majority control and management of the Demerged Company will vest with TVS Group after TVS Group acquires majority shareholding in the Demerged Company. 8. The proposed arrangement is to ensure that CDH and TVS Group are enabled to concentrate their resources on, and focus management upon the business of their respective areas of interest for future growth, namely CDH on the Brakes business and the TVS Group on the Non-brakes business. 9. The Scheme is conditional upon securing the approval of the Stock Exchanges, Shareholders, Creditors and the Hon'ble High Court of Madras. (As Per BSE Announcement Website Dated on 14/05/2007) SUB. :- Scheme of Arrangement of Sundaram Clayton Ltd. (Scrip Code 520056) Trading members of the Exchange are hereby informed that, Sundaram Clayton Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the Company. COMPANY NAME CODE Sundaram Clayton Ltd. 520056 RECORD DATE 02/05/2008 PURPOSE Scheme of Arrangement: - 1. Demerger and vesting of the Brakes Business of the Company into WABCO-TVS (INDIA) Limited (WABCO-TVS). Upon the coming into effect of this scheme and in consideration for the demerger, including the transfer and vesting of the Brakes Business in WABCO-TVS, WABCO-TVS shall issue and allot to the equity shareholders of Sundaram Clayton Ltd. in the ratio of 1 (ONE) equity share of Rs.5/- each fully paid-up of WABCO-TVS for every 1 (ONE) equity shares of Rs.10/- each fully paid up held in Sundaram Clayton Ltd. 2. Reorganisation of Share Capital of Sundaram Clayton Ltd.: - Upon the coming into effect of this scheme the issued and paid up equity share capital of the company shall be reduced by Rs.9,48,37,920/- and such reduction shall be effected by reducing the face value of the equity shares of the company from Rs.10/- per equity share to Rs.5/- per equity share. Consequently, the issued and paid up equity share capital of the company, post reduction, shall comprise 18,967,584 equity shares of Rs.5/- each. Accordingly the company shall issue and allot to its equity shareholders 1 (ONE) equity share of Rs.5/- each fully paid up for every 1 (ONE) equity share of Rs.10/- each fully paid up. NO DEALINGS FROM 24/04/2008 DR-018/2008-2009 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 07.04.2008) Trading members of the Exchange are hereby informed that the under mentioned securities of Sundaram-Clayton Limited are listed and permitted for trading on the Exchange with effect from Friday, June 20, 2008. Name of the Company : Sundaram-Clayton Limited Registered Office : Jayalakshmi Estates, 5th Floor, P.O.Box:732, 29, Haddows Road, Chennai - 600 006 Tel.: 044 - 28272233 Fax : 044 - 28257121. Securities : 1,89,67,584 Equity shares of Rs.5/- each fully paid-up issued on reorganization of share capital pursuant to the scheme of arrangement of the company. Distinctive numbers : 1 to 18967584 Scrip Code : 520056 Group : B Market Lot : 1 share Face Value & Paid up value : Rs.5/- each fully paid Scrip ID on BOLT System : SUNDRMCLAY Abbreviated name on BOLT System : SUNDARAM CLA ISIN No. : INE105A01027 2. The brief particulars of the scheme of arrangement of the company are as mentioned below: a) The Scheme of arrangement of the Company was approved by the Hon'ble High Court of Madras, vide its order dated February 20, 2008. b) Appointed date: January 01, 2007 c) Effective date: March 28, 2008. d) Date of Allotment: May 07, 2008 e) The issued, subscribed and paid-up equity capital of the Company before the reorganization of capital was Rs.1896.75 lacs consisting of 1,89,67,584 equity shares of face value of Rs.10/- each fully paid up. f) Pursuant to the scheme, the Brakes Business of Sundaram-Clayton Limited demerged into WABCO-TVS (INDIA) Limited. Post demerger of Brakes Business into WABCO-TVS (INDIA) Limited, the equity share capital of Sundaram-Clayton Limited stand reorganised by way of reducing the face value of the equity shares of the company from Rs.10/- per equity share to Rs.5/- per equity share. g) In consideration of demerger of Brakes Business, WABCO-TVS (INDIA) Limited has issued and allotted 1 (One) equity share of Rs.5/- each fully paid up for every 1 (One) equity shares of Rs.10/- each held in Sundaram-Clayton Limited. h) The issued, subscribed and paid-up equity capital of the company post scheme of arrangement comes to Rs.948.37 lacs consisting of 1,89,67,584 equity shares of Rs.5/- each fully paid up. 3. As per Exchange Notice No. 20080407-20 dated April 07, 2008, the company had fixed May 02, 2008 as 'Record Date', for giving effect to the scheme of arrangement and accordingly dealing in the abovementioned securities of the company was stopped with effect from April 24, 2008. 4. Trading members may also note that in respect of shares held in physical form, the company has issued new certificates without surrender of the old equity shares certificates of the company and accordingly the old share certificates shall stand cancelled. 5. Trading members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Name of the company appearing on the share certificate 1. Sundaram-Clayton Limited 2. Sundaram-Clayton Limited Distinctive Numbers 1. 1 - 18967584 2. 1 - 18967584 Date of Issue 1. Before Record Date 2. After Record Date Good/Bad Delivery 1. Bad 2. Good Hence, trading members should take due care and abundant caution while dealing/receiving/delivering these shares of the company from/to the market. 6. The share transfer documents should be sent to the company at the address mentioned below: Mr K Raman Asst Manager (Shares) Sundaram- Clayton Limited, Share Transfer Department, New No.22, Old No.31, Railway Colony, 3rd Street, Mehta Nagar, Chennai-600 029 Tel: 044 - 23741889/23472939 Fax: 044- 23741889 Email: kr.raman@scl.co.in, sclshares@gmail.com (As Per BSE Notice Dated on 18.06.2008) Trading members of the Exchange are hereby informed that pursuant to the scheme of arrangement the under mentioned new securities of WABCO-TVS (INDIA) Limited are listed and permitted for trading on the Exchange with effect from Wednesday, October 01, 2008 Name of the Company : WABCO-TVS (INDIA) Limited Registered Office : 'Jayalakshmi Estates' 29, Haddows Road, Chennai - 600 006. Tel. Nos: 044 28272233 Fax No.: 044 28257121 Email: madhavan.rajagopalan@ wabco-tvs.co.in Web: www.wabco-tvs.com Securities : 1,89,67,584 Equity Shares of Rs.5/- each fully paid-up Distinctive numbers: 1 to 18967584 Scrip Code : 533023 Group : B Market Lot : 1 Face Value & Paid up value : Rs.5/- each fully paid Scrip ID on BOLT System : WABCOTVS Abbreviated name on BOLT System : WABCO TVS ISIN No. : INE342J01019 2. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Court of Madras by its Order dated February 20, 2008. b) Appointed Date: January 01, 2007. c) Effective date: March 28, 2008. d) Date of Allotment: May 07, 2008. e) Pursuant to the scheme, the ôBrakes Businessö of Sundaram Clayton Limited (SCL) was demerged into WABCO-TVS (INDIA) Limited (WABCO-TVS) and in consideration thereof WABCO-TVS has issued and allotted 1 (One) equity share of Rs.5/- each fully paid up for every 1 (One) equity share of Rs.10/- each held in SCL as on the Record Date. f) The issued, subscribed and paid-up equity capital of the company post arrangement comes to Rs.948.37 lacs consisting of 1,89,67,584 equity shares of Rs.5/- each fully paid up. 3. As per Exchange Notice No. 20080407-20 dated April 07, 2008, SCL has fixed Record Date as May 02, 2008, for giving effect to the scheme of arrangement. The trading in the equity shares of SCL subsequent to Demerger has re-commenced w.e.f. June 20, 2008. 4. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the CompanyÆs Website on www.wabco-tvs.com 5. The share transfer documents should be sent to the registrar of the company at the address mentioned below: Sundaram-Clayton Limited Unit: WABCO-TVS (INDIA) Limited New No.22, Old No.31, Railway Colony, 3rd Street, Mehta Nagar, Chennai - 600 029 Tel. No. 044 - 23741889/23742939 Fax No. 044 - 23741889 E-mail: kr.raman@scl.co.in 6. The Company's Financial Year ends on 31st March. (As Per BSE Notice Dated on 29.09.2008)