* The increase in authorised capital by Rs.500 lakhs (1,00,00,000
 equity shares of Rs.5 each) is on account of aggregation of authorised
 share capital of Anusha Investments Limited, Chennai, the erstwhile
 wholly owned subsidiary company. This is approved by the Honourable
 High Court of Judicature at Madras vide its order dated 03-08-2012 on
 the composite scheme of arrangement including amalgamation and
 demerger.
 
 (a) i) Rights and preferences attached to equity share:
 
 Every shareholder is entitled to such rights as to attend the meeting
 of the shareholders, to receive dividends distributed and also has a
 right in the residual interest of the assets of the Company. Every
 shareholder is also entitled to right of inspection of documents as
 provided in the Companies Act 1956.
 
 ii) There are no restrictions attached to equity shares.
 
 III. LONG-TERM BORROWINGS -
 
 Details of securities created
 
 (i) External Commercial Borrowings (ECB):
 
 Secured by first and exclusive charge on specific plant and equipment
 situated at the Company''s factories.
 
 (ii) Rupee Term Loans:
 
 Secured by first and exclusive charge on specific plant and equipment
 situated at the Company''s factories.
 
 (iii) Buyer''s credit
 
 Secured by first and exclusive charge on specific plant and equipment
 situated at the Company''s factories.
 
 (iv) Soft loan from Department of Science & Industrial Research, Govt.
 of India (DSIR) is unsecured.
 
 PREAMBLE:
 
 a) The Company is engaged mainly in the business of manufacture and
 sale of non ferrous gravity and pressure die castings.The Company has
 also derived income from sale of certain electronic hardware items
 which is non core and non strategic in nature till 06-07-2011.
 
 b) Composite Scheme of Arrangement:
 
 A Composite Scheme of Arrangement including Amalgamation and Demerger
 (the Scheme) pursuant to the provisions of Sections 391 to 394 (both
 inclusive) of the Companies Act, 1956 between Sundaram-Clayton Limited
 (SCL), Anusha Investments Limited (AIL) and Sundaram Investment Limited
 (SIL) was approved both by the shareholders of the respective companies
 at the Court convened meeting held on 18th May 2012 and by the Hon''ble
 High Court of Judicature at Madras vide its order dated 3rd August
 2012. The said Order of the Hon''ble High Court was filed with Registrar
 of Companies, Chennai on 21st August 2012.
 
 The Scheme inter alia provides for:
 
 1.  Amalgamation of AIL viz., the transferor company with SCL viz., the
 demerged company;
 
 2.  Demerger of Non Automotive related business of SCL, (after
 amalgamation of AIL with SCL) into SIL;
 
 3.  Reduction and re-organization of equity share capital of SCL
 consequent to the demerger of the Non Automotive related business into
 SIL as per the provisions contained in the Scheme; and
 
 4.  Non-listing of shares of SIL and exit option to the shareholders of
 SIL.
 
 The Appointed Date as per the Scheme is 7th July 2011 and the Effective
 Date is 21st August 2012, the date on which the Order was filed with
 Registrar of Companies, Chennai.
 
 Amalgamation of AIL into SCL
 
 Accordingly, SCL has accounted for the amalgamation of AIL in its books
 with effect from the Appointed Date and the following treatment of the
 Scheme has been accorded in SCL''s books of account:
 
 1) With effect from the Appointed Date, viz., 7th July, 2011, AIL, a
 100% subsidiary of SCL is amalgamated with SCL and all the assets and
 liabilities of AIL have been transferred to and vested in or deemed to
 have been transferred to and vested in SCL as a going concern and have
 been recorded in the books of SCL at book value.
 
 2) Amalgamation has been recorded in the books of SCL as per provisions
 of the Scheme and as per the Purchase Method of Accounting under
 Accounting Standard 14 - Accounting for Amalgamations (AS - 14).
 
 3) As AIL is a wholly owned subsidiary of SCL, no shares of SCL are
 issued on amalgamation.  The equity shares of AIL held by SCL and its
 six nominees stand cancelled pursuant to the provisions of the Scheme
 and AIL, on the Scheme becoming effective stood dissolved without the
 process of being wound up.
 
 4) All inter-company loan/ investments have been cancelled and the
 difference, if any, arising by such effects, has been debited /
 credited to the Capital Reserve of SCL.
 
 5) The authorised share capital of AIL of Rs.500 lakhs is merged with
 the authorised share capital of SCL. Consequently, the authorised share
 capital of SCL stands increased to Rs.2,500 lakhs (previously Rs.2,000
 lakhs).
 
 Demerger of Non-Automotive Division of merged SCL into SIL:
 
 SCL (post-merger of AIL) has accounted for demerger of the Non
 Automotive Division of SCL in its books with effect from the Appointed
 Date as detailed below:
 
 1) With effect from the Appointed Date, the entire Non Automotive
 Division of SCL has been demerged from SCL and transferred to and
 vested or deemed to have been transferred and vested into SIL as a
 going concern and have been recorded in the books of SCL at book value
 as directed by the said Hon''ble High Court.
 
 2) The difference between the book value of the Assets over the book
 value of Liabilities of the Non Automotive related business
 transferred to SIL and the reduction of Rs. 948.38 lakhs in equity
 share capital of SCL has been reduced in accordance with the provisions
 contained in the Scheme from the capital reserve of SCL.
 
 3) As directed by the Hon''ble High Court of Judicature at Madras, the
 balance in capital reserve of SCL, after giving effect to the above
 adjustment, has been treated as general reserve.
 
 Reduction and Re-organization of Share Capital
 
 Consequent to the demerger of Non Automotive Division under the Scheme,
 equity share capital of SCL has been reduced by Rs.9,48,37,920 as being
 no longer represented by available assets. Post capital reduction, paid
 up equity share capital of SCL comprises of 1,89,67,584 numbers of
 equity shares of Rs.5/- each fully paid-up as against 3,79,35,168
 numbers of equity shares prior to demerger.
 
 1 Investment in Subsidiaries
 
 a) The Company holds 27,26,82,786 equity shares of Re.1 each in TVS
 Motor Company Limited, Chennai (TVSM). This aggregates to 57.40% of the
 paid up capital of TVSM.
 
 Hence, TVSM is a subsidiary of the Company.
 
 b) The Company holds 45,00,000 equity shares of Rs.10 each and its
 subsidiary TVS Motor Company Limited, Chennai holds 7,67,50,000 equity
 shares of Rs.10 each in TVS Energy Limited, Chennai (TVS Energy). This
 aggregates to 59.76% of the paid up capital of TVS Energy. Hence, TVS
 Energy is a subsidiary of the Company.
 
 2 Contingent liability not provided for:
 
 a) On counter-guarantee given to bank               50.30        577.87
 
 b) On letters of credit opened with banks        8,938.63      3,747.89
 
 c) On partly paid shares                             0.04          0.04
 
 d) Capital commitments not provided              5,541.50      4.683.07
 
 e) On guarantee furnished on behalf of employees     0.74          0.94
 
 f) On account of future export obligations 
 (under Export Promotion Capital Goods Scheme    17,486.40      6,822.70
 and Advance Licence)
 
 g) On commitment for capital contribution 
 to TVS Shriram Growth Fund Scheme IB of
 TVS Capital Funds                                  637.50             -
 
 3 Related party disclosures LIST OF RELATED PARTIES
 
 a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)
 
 b) Holding Company T V Sundram Iyengar & Sons Limited, Madurai
 
 c) Subsidiary companies (i) TVS Motor Company Limited, Chennai (TVSM)
 
 (ii) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM
 
 (iii) Sundaram Business Development Consulting (Shanghai) Co. Ltd,
 China- Subsidiary of TVSM
 
 (iv) Sundaram Engineering Products Services Limited, Chennai-
 Subsidiary of TVSM
 
 (v) TVS Energy Limited, Chennai (TVSEL) - Subsidiary of TVSM
 
 (vi) TVS Wind Energy Limited, Chennai - Subsidiary of TVSEL
 
 (vii) TVS Wind Power Limited, Chennai - Subsidiary of TVSEL
 
 (viii) TVS Housing Limited, Chennai - Subsidiary of TVSM
 
 (ix) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) -
 Subsidiary of TVSM
 
 (x) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM
 Singapore
 
 (xi) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) -
 Subsidiary of TVSM
 
 d) Fellow Subsidiaries (I) Indian Companies
 
 (i) FLEXOL Packaging (India) Limited, Chennai
 
 (ii) Lucas Indian Service Limited, Chennai
 
 (iii) Lucas-TVS Limited, Chennai
 
 (iv) NK Telecom Products Limited, Madurai
 
 (v) NK Telesystems Limited, Madurai
 
 (vi) NSM Holdings Limited, Madurai
 
 (vii) Rajgarhia Automobile Solution Limited, Kolkata
 
 (viii) Southern Roadways Limited, Madurai
 
 (ix) Sundaram Industries Limited, Madurai
 
 (x) Sundaram Textiles Limited, Madurai
 
 (xi) The Associated Auto Parts Limited, Mumbai
 
 (xii) TOR Projects & Services Limited, Madurai
 
 (xiii) TVS GMR Aviation Logistics Limited, Madurai
 
 (xiv) TVS Automobile Solutions Limited, Madurai
 
 (xv) TVS Automotive Systems Limited,Chennai
 
 (xvi) TVS Commutation Solutions Limited, Madurai
 
 (xvii) TVS Dynamic Global Freight Services Limited, Chennai
 
 (xviii) TVS Interconnect Systems Limited, Madurai
 
 (xix) TVS Logistics Services Limited, Madurai
 
 (xx) TVS RHR Finished Vehicles Logistics Solutions Limited,Chennai
 
 (xxi) TVSNet Technologies Limited, Madurai
 
 (xxii) Prime Property Holdings Limited, Chennai
 
 d) Fellow Subsidiaries (xxiii) Tumkur Property Holdings Limited,
 Chennai
 
 (xxiv) Sundaram Investment Limited, Chennai
 
 (xxv) Sravanaa Properties Limited, Chennai
 
 (xxvi) TVS Capital Funds Limited, Chennai
 
 (xxvii) TVS Electronics Limited, Chennai
 
 (xxviii) TVS Investments Limited, Chennai
 
 (xxix) TVS-E Access (India) Limited, Chennai
 
 (xxx) TVS-E Servicetec Limited, Chennai
 
 (II) Overseas Companies
 
 (i) Iranian Automotive Systems, Iran
 
 (ii) Manufacturers Equipment & Supply Co.,(MESCO) USA
 
 (iii) Msys Software Solutions Limited, United Kingdom
 
 (iv) Multipart Limited, United Kingdom
 
 (formerly known as IH Crick Property Co Limited, United Kingdom)
 
 (v) Sundaram Lanka Tyres Limited, Sri Lanka
 
 (vi) TVS America Inc., USA
 
 (vii) TVS Automotive Europe Limited, United Kingdom
 
 (viii) TVS Autoserv GmbH, Germany
 
 (ix) TVS C J Components Limited, United Kingdom
 
 (x) TVS Logistics Iberia S.L., Spain
 
 (xi) TVS Logistics Investment United Kingdom Limited, United Kingdom
 
 (xii) TVS Logistics Investments USA Inc., USA
 
 (xiii) TVS Logistics Siam Limited, Thailand
 
 (xiv) TVS Supply Chain Solutions Limited (formerly Multipart Solutions
 Limited), UK
 
 e) Associate companies (i) Sundram Non-Conventional Energy Systems
 Limited, Chennai
 
 (ii) Emerald Haven Realty Limited, Chennai (formerly known as Green
 Earth Homes Limited)
 
 (iii) TVS Finance & Services Limited, Chennai upto 06.07.2011
 
 f) Key Management Personnel (KMP) (i) Mr Venu Srinivasan, Chairman and
 Managing Director
 
 (ii) Dr Lakshmi Venu, Director - Strategy
 
 g) Relatives of KMP (i) Mrs Mallika Srinivasan
 
 (ii) Mr Sudarshan Venu, Director
 
 h) Enterprise over which KMP and their relatives have significant
 influence.
 
 Harita-NTI Limited, Chennai
 
 4 Previous year''s figures have been regrouped wherever necessary to
 conform to the current year''s classification. Previous year''s figures
 are not strictly comparable since the amalgamation and demerger related
 entries are given effect to in the accounts pursuant to the order of
 the Hon''ble High Court of Judicature at Madras sanctioning the scheme
 of composite arrangement.