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Notes to Accounts of Sundaram Clayton Ltd.

Mar 31, 2017

1 FIRST-TIME ADOPTION OF IND AS Transition to Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31st March 2017, the comparative information presented in these financial statements for the year ended 31st March 2016 and in the preparation of an opening Ind AS balance sheet at 1st April 2015 (The company’s date of transition).

An explanation of how the transition from GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out below.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from GAAP to Ind AS.

1. Deemed cost - Property, plant & equipments and Intangible Assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has chosen to retain the cost of the Property, plant & equipment and intangible assets at their GAAP value.

2. Deemed cost - Equity Investments

Ind AS 101 permits first-time adopter to elect to measure the investments in subsidiaries, associates and joint venture at cost determined in accordance with Ind AS 27 or deemed cost. Deemed cost for the purpose of transition shall mean fair value of the investment at the entity’s date of transition to Ind AS or GAAP carrying amount at that date (GAAP cost). A first-time adopter may choose either Fair Value or GAAP carrying amount in each subsidiary, joint venture or associate that it elects to measure using a deemed cost.

Accordingly, the Company has elected to measure equity investments in subsidiaries and associates at GAAP carrying cost.

3. Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments either through Fair Value through Other Comprehensive Income (FVOCI) or Fair Value through Statement of Profit and Loss (FVTPL) on the basis of the facts and circumstances at the date of transition to Ind AS. The Company has elected to route the fair value gains / (losses) through FVOCI for its investment in equity investments.

4. Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The company has elected to apply this exemption for such contracts / arrangements.

B. Mandatory Exemptions

1. Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with GAAP (after adjustments to reflect any difference in accounting policies), unless there is unassailable evidence that those estimates were in error. Ind AS estimates as at 1st April 2015 are consistent with the estimates as at the same date made in conformity with GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under GAAP:

(i) Investments in equity instruments carried at FVOCI.

(ii) Investments in debt instruments carried at FVTPL / Amortised Cost.

(iii) Impairment of financial assets based on Expected Credit Loss Model.

(iv) Fair valuation of other financial assets and liabilities in accordance with IND AS 109.

2. Hedge Accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. As a result, only hedging relationships that satisfied the hedge accounting criteria as of 1st April 2015 are reflected as hedges in the Company’s results under Ind As.

On date of transition to Ind AS, the entity had assessed that all the designated hedging relationship qualifies for hedge accounting as per Ind AS 109. Consequently, the Company continues to apply hedge accounting on and after the date of transition to Ind AS.

3. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C. Notes to first-time adoption

1. Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income. Under the GAAP, these remeasurements were forming part of the statement of profit and loss for the year. As a result of this change, the profit for the year ended 31st March 2016 increased by Rs.3.75 Crores. There is no impact on the total equity as at 31st March 2016.

2. Security Deposits

Under GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent.

3. Lease hold land

Under GAAP, leasehold land was disclosed as part of Property, plant & equipment and amortization was claimed. Under Ind AS, the lease of land is treated as an operating lease and consequently the unamortised portion of upfront payment for lease of land has been treated as a prepayment.

4. Borrowings

Under GAAP, transaction fees on borrowings were charged off to expense during availment of loan. Under Ind AS, the transaction cost is required to be deducted from the carrying amount of the borrowings on the initial recognition. These costs are recognised in the statement of profit and loss over the tenor of the borrowing as part of the interest expense by applying the Effective Interest Rate method.

5. Proposed dividend

Under GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as recognisable events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for the interim dividend of 1st April 2015 (Rs.12.14 Crs) included under provisions have been reversed and correspondingly retained earnings have increased. Consequently, the total equity increased by an equivalent amount.

6. Excise duty

Under GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is included in the statement of profit and loss as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended 31st March 2016 by Rs.110.20 Crs. There is no impact on the total equity and profit.

7. Other Comprehensive Income

Under Ind AS, all items of income and expense recognised in a period should be included in the statement of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in statement of profit and loss but are shown in the statement of profit and loss as ‘Other Comprehensive Income’ includes remeasurements of defined benefit plans, effective portion of gains and losses on cash flow hedging instruments and fair value gains or (losses) on FVOCI equity instruments. The concept of other comprehensive income did not exist under GAAP.

8. Investments

Under GAAP, investments in equity instruments and mutual funds were classified as long term investments and carried at cost less provision for permanent decline in value of such investments. Under Ind AS these instruments are required to be measured at fair value. Equity instruments are fair valued through other comprehensive income. Preference shares are fair valued through statement of profit and loss.

9. Hedging

Under GAAP, discount / premium on forward contracts were amortised over the tenor of forward contract. Under Ind AS, the company is required to designate hedge as fair value hedge or cashflow hedge. Fair value hedges are hedges of the fair value of recognised assets or liabilities or a firm commitment & cash flow hedges are hedges of a particular risk associated with the cash flows of highly probable forecast transactions. Accordingly, resulting gain or loss on an effective cash flow hedge has been adjusted in other comprehensive income and in case of fair value hedge or an ineffective cash flow hedge the gain or loss has been taken to statement of profit and loss.

10. Deferred Tax

Deferred tax have been recognised on the adjustments made on transition to Ind AS.

FVTPL - Fair value through Statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income

2 Previous year’s figures have been regrouped wherever necessary to conform to the current year’s classification.


Mar 31, 2016

Details of securities created

(i) Rupee Term Loans:

Secured by first and exclusive charge on specific plant and equipment situated at the Company''s factories

(ii) Soft loan is repayable in 5 yearly installments " from the commencement of sale of the product produced in the commercial plant, or a new producing plant installed on the basis of result of the Technology Development and Demonstration Programme (TDDP) project, whichever is earlier".

(iii) FCNR(B) and ECB Loan from Bank

Secured by charge on specific plant and equipment situated at the Company''s factories

PREAMBLE:

The Company is engaged mainly in the business of manufacture and sale of non ferrous gravity and pressure die castings.

The method of accounting and compliance with various Accounting Standards is displayed below:


Mar 31, 2015

1. 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 2013.

2. LONG-TERM BORROWINGS

Details of securities created

(i) Rupee Term Loans:

Secured by first and exclusive charge on specific plant and equipment situated at the Company’s factories

(ii) Buyer’s credit

Secured by exclusive charge on specific plant and equipment situated at the Company’s factories

(iii) Soft loan is repayable in 5 yearly instalments " from the start of commercial sale of the product produced in the commercial plant, or a new producing plant installed on the basis of result of the Technology Development and Demonstration Programme (TDDP) project, whichever is earlier "

(iv) FCNR(B) Loan from Bank

Secured by charge on specific plant and equipment situated at the Company’s factories (document creating charge to be executed)

3. Provisions, contingent liabilities and contingent assets

(i) Provisions

The management has an estimated warranty provision of Rs. 4.06 Cr (previous year - Rs. 3.66 Cr)

(ii) Contingent liabilities

Amount for which the Company is contingently liable is disclosed in Note No. XXII (4).

(iii) Contingent assets

Contingent assets which are likely to give rise to possibility of inflow of economic benefits - NIL

(iv) Contested liabilities are detailed in Note no.XXII (8).

4 (i) Contingent liability not provided for

a) On counter-guarantee given to bank 7.72 0.90

b) On letters of credit opened with banks 51.90 46.91

c) On partly paid shares (Adyar Property Holding Company Limited, Chennai - Rs.3,675/-) - -

d) Capital commitments not provided 10.57 14.90

e) On guarantee furnished on behalf of employees (Current year Rs.13,268/-; Previous Year Rs.26,127/-) - -

f) On account of future export obligations (under Export Promotion Capital Goods Scheme 58.90 123.54 and Advance Licence)

5 Related party disclosures

LIST OF RELATED PARTIES

a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Private 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-Clayton (USA) Limited, Illinois, USA

(v) TVS Housing Limited, Chennai - Subsidiary of TVSM

(vi) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) - Subsidiary of TVSM

(vii) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(viii) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) - Subsidiary of TVSM

d) Fellow Subsidiaries (I) Indian Companies

(i) Lucas Indian Service Limited, Chennai

(ii) Lucas-TVS Limited, Chennai

(iii) NK Telecom Products Limited, Madurai

(iv) NK Telesystems Limited, Madurai

(v) NSM Holdings Limited, Madurai

(vi) Rajgarhia Automobile Solution Limited, Kolkata

(vii) Southern Roadways Limited, Madurai

(viii) Sundaram Industries Private Limited, Madurai

(ix) Sundaram Textiles Limited, Madurai

(x) The Associated Auto Parts Limited, Mumbai

(xi) TVS Automobile Solutions Limited, Madurai

(xii) TVS Automotive Systems Limited,Chennai

(xiii) TVS Interconnect Systems Limited, Madurai

(xiv) Prime Property Holdings Limited, Chennai

(xv) Sundaram Investment Limited, Chennai

(xvi) Sundaram Engineering Products Services Limited, Chennai

(xvii) TVS Capital Funds Limited, Chennai (Previously known as TVS Investments Limited)

(xviii) TVS Electronics Limited, Chennai

(xix) TVS-E Access (India) Limited, Chennai

(xx) Pusam Rubber Products Limited, Madurai

(xxi) Uthiram Rubber Products Limited, Madurai

(xxii) Essex Automobile Solutions Limited, Gujarat

(xxiii) TVS Insurance Broking Limited, Chennai

(Previously known as Navratna Insurance Broking Limited, Coimbatore)

(xxiv) Focuz Automobile Services Limited, Kerala

(xxv) GS Automotive Service Equipments (Chennai) Limited, Madurai

(xxvi) TVS All Car Services Private Limited (Previously known as SANRAV Automobile Solutions (Chennai) Private Limited), Madurai

(xxvii) NCR Autocars Limited, New Delhi

(xxviii) SNS Warranty Solutions Limited, Madurai

(xxix) Gallant E-Access Private Limited, New Delhi

(II) Overseas Company

Sundaram Lanka Tyres Limited, Sri Lanka

e) Associate companies (i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) TVS Training and Services Limited, Chennai

(iii) Emerald Haven Realty Limited, Chennai (formerly known as Green Earth Homes Limited)

f) Key Management Personnel (KMP) (i) Mr Venu Srinivasan, Chairman and Managing Director

(ii) Dr Lakshmi Venu, Joint Managing Director

(iii) Mr Sudarshan Venu, Joint Managing Director

(iv) Mr C N Prasad, Group President & Chief Executive Officer

(v) Mr V N Venkatanathan, Chief Financial Officer

(vi) Mr R Raja Prakash, Company Secretary

g) Relatives of KMP Mrs Mallika Srinivasan

h) Enterprise over which KMP and their relatives have significant Harita-NTI Limited, Chennai influence.

6. Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.


Mar 31, 2014

1 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-Clayton (USA) Limited, Illinois, USA

(v) TVS Housing Limited, Chennai - Subsidiary of TVSM

(vi) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) - Subsidiary of TVSM

(vii) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(viii) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) - Subsidiary of TVSM

(ix) Green Infra BTV Limited (up to 16.08.2013) (previously known as TVS Energy Limited)

(x) Green Infra Wind Energy Theni Limited (up to 16.08.2013)

(previously known as TVS Wind Energy Limited)

(xi) Green Infra Wind Power Theni Limited (up to 16.08.2013)

(previously known as TVS Wind Power Limited)

d) Fellow Subsidiaries

(I) Indian Companies

(i) Lucas Indian Service Limited, Chennai

(ii) Lucas-TVS Limited, Chennai

(iii) NK Telecom Products Limited, Madurai

(iv) NK Telesystems Limited, Madurai

(v) NSM Holdings Limited, Madurai

(vi) Rajgarhia Automobile Solution Limited, Kolkata

(vii) Southern Roadways Limited, Madurai

(viii) Sundaram Industries Limited, Madurai

(ix) Sundaram Textiles Limited, Madurai

(x) The Associated Auto Parts Limited, Mumbai

(xi) TVS Automobile Solutions Limited, Madurai

(xii) TVS Automotive Systems Limited,Chennai

(xiii) TVS Interconnect Systems Limited, Madurai

(xiv) Prime Property Holdings Limited, Chennai

(xv) Sundaram Investment Limited, Chennai

(xvi) Sundaram Engineering Products Services Limited, Chennai

(xvii) TVS Capital Funds Limited, Chennai (Previously known as TVS Investments Limited)

(xviii) TVS Electronics Limited, Chennai

(xix) TVS-E Access (India) Limited, Chennai

(xx) Pusam Rubber Products Limited, Madurai

(xxi) Uthiram Rubber Products Limited, Madurai (from 06.05.2013)

(xxii) Essex Automobile Solutions Limited, Gujarat

(xxiii) TVS Insurance Broking Limited, Chennai

(Previously known as Navratna Insurance Broking Limited, Coimbatore) (xxiv) Focuz Automobile Services Limited, Kerala (xxv) GS Automotive Service Equipments (Chennai) Limited, Madurai (xxvi) TVS All Car Services Private Limited (Previously known as

SANRAV Automobile Solutions (Chennai) Private Limited), Madurai (xxvii) NCR Autocars Limited, New Delhi (from 13.05.2013) (xxviii) SNS Warranty Solutions Limited, Madurai (from 26.12.2013) (xxix) Gallant E-Access Private Limited, New Delhi (from 18.02.2014) (xxx) TVS Training and Services Limited, Chennai (xxxi) Tumkur Property Holdings Limited, Chennai (upto 01.11.2013)

(II) Overseas Company

Sundaram Lanka Tyres Limited, Sri Lanka

e) Associate companies

(i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) TVS Training and Services Limited, Chennai

(iii) Emerald Haven Realty Limited, Chennai

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

2 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.


Mar 31, 2013

1 Dues from Subsidiaries

Debtors include due from subsidiaries

- Debts outstanding for a period exceeding six months

- Other debts

2 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 amounts 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.

c) The Company holds 100 equity shares of USD 1 each in Sundaram-Clayton (USA) Limited (SCL USA). This amounts to 100% of the paid up capital of SCL USA. Hence, it is a subsidiary of the Company.

3 Contingent liability not provided for

a) On counter-guarantee given to bank 0.73 0.50

b) On letters of credit opened with banks 53.93 89.39

c) On partly paid shares

d) Capital commitments not provided 9.80 55.42

e) On guarantee furnished on behalf of employees 0.01 0.01

f) On account of future export obligations (under Export Promotion Capital Goods Scheme 219.42 174.86 and Advance Licence)

g) On commitment for capital contribution to TVS Shriram Growth Fund Scheme IB of TVS Capital Funds 6.38 6.38

4 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-Clayton (USA) Limited, USA

(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) Lucas Indian Service Limited, Chennai

(ii) Lucas-TVS Limited, Chennai

(iii) NK Telecom Products Limited, Madurai

(iv) NK Telesystems Limited, Madurai

(v) NSM Holdings Limited, Madurai

(vi) Rajgarhia Automobile Solution Limited, Kolkata

(vii) Southern Roadways Limited, Madurai

(viii) Sundaram Industries Limited, Madurai

(ix) Sundaram Textiles Limited, Madurai

(x) The Associated Auto Parts Limited, Mumbai

(xi) TOR Projects & Services Limited, Madurai

(xii) TVS Automobile Solutions Limited, Madurai

(xiii) TVS Automotive Systems Limited,Chennai

(xiv) TVS Interconnect Systems Limited, Madurai

(xv) Prime Property Holdings Limited, Chennai

(xvi) Tumkur Property Holdings Limited, Chennai

(xvii) Sundaram Investment Limited, Chennai

(xviii) Sundaram Engineering Products Services Limited, Chennai

(xix) TVS Capital Funds Limited, Chennai

(xx) TVS Electronics Limited, Chennai

(xxi) TVS Investments Limited, Chennai

(xxii) TVS-E Access (India) Limited, Chennai

(xxiii) TVS-E Servicetec Limited, Chennai

(xxiv) Pusam Rubber Products Limited, Madurai

(xxv) Essex Automobile Solutions Limited, Gujarat

(xxvi) Navratna Insurance Broking Limited, Coimbatore

(xxvii) Focuz Automobile Services Limited, Kerala

(xxviii) GS Automotive Service Equipments (Chennai) Private Limited, Madurai

(xxix) SANRAV Automobile Solutions (Chennai) Private Limited, Madurai

(xxx) TVS Training and Services Limited, Chennai (effective 20th February 2013)

(II) Overseas Company

Sundaram Lanka Tyres Limited, Sri Lanka

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 Training and Services Limited, Chennai (effective 20th February 2013)

(iv) TVS Wind Power Limited, Chennai

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

5 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.


Mar 31, 2012

* 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.


Mar 31, 2011

Preamble:

The Company is engaged mainly in the business of manufacture and sale of non ferrous gravity and pressure die castings which is the core and strategic activity.The Company also derives Income from sale of certain electronic hardware items which is non core and non strategic in nature.

The method of accounting and compliance with various Accounting Standards is displayed below:

2 (b) Details of Securities created for loans External Commercial Borrowings

i) Secured by first and exclusive charge on specific plant and machinery situated at the Company’s factory at Padi, Chennai.

ii) Secured by exclusive charge by way of Hypothecation of specific movable assets, in the Company’s factories at Padi, Chennai and at Mahindra World City, Chengalpattu, Kancheepuram District.

Rupee Term Loans

Exclusive charge on specific plant and machinery and other movable assets situated at the Company’s plant at Mahindra World City - Chengalpattu, Kancheepuram District, at Padi, Chennai and at Belagondapalli, Hosur, Krishnagiri Disctrict.

Working Capital Facilities

First charge by way of hypothecation of current assets viz., stocks of raw materials, stock in process, semi finished and finished goods, stores and spares not relating to plant and machinery, (consumable stores and spares), bills receivable and book debts and all other movables located at the Company’s factories at Padi, Chennai, Mahindra World City - Chengalpattu, Kancheepuram District and at Belagondapalli, Hosur, Krishnagiri District

5 Contingent liability not provided for

(a) On counter guarantees given to bankers 2,367.42 868.51

(b) On letters of credit opened with bankers 16,723.90 13,194.44

(c) On partly paid shares 0.04 0.04

(d) Estimated amount of contracts remaining to be executed on capital account 6,077.77 1,799.77

(e) On guarantees furnished on behalf of employees 125.94 126.15

(f) On account of future export obligations (under Export Promotion Capital Goods Scheme) 6,822.70 3,998.20

(g) On bills discounted 2,317.16 1,752.62

(h) Capital commitment 8,026.40 9,430.50

(i) Others 767.41 235.45


Mar 31, 2010

Aa) AS - 27 Financial reporting of interest in joint ventures

The Company has no interest in joint venture.

ab) AS - 28 Impairment of Assets

The carrying amount of the assets net of accumulated depreciation as on the balance sheet date is not less than the recoverable amount of those assets.

ac) AS - 29 Provisions, contingent liabilities and contingent assets

(i) Provisions

In respect of warranty obligations, provision is made in accordance with terms of sale vide Schedule XIV to Balance sheet.

(ii) Contingent liabilities

Amount for which the Company is contingently liable is disclosed in note 9.

(iii) Contingent assets

Contingent assets which are likely to give rise to possibility of inflow of economic benefits - NIL

(iv) Contested liabilities are detailed in note 14.

2 Investment in Subsidiaries

The Company holds 2,10,00,000 equity shares of Re.1 each and its wholly owned subsidiary Anusha Investments Limited, Chennai holds 11,53,41,393 equity shares of Re.1/- each in M/s.TVS Motor Company Limtied, Chennai (TVSM). This aggregates to 57.40% of the paid up capital of TVSM. Hence, TVSM is a subsidiary of the Company.

3 Related party disclosure 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) Anusha Investments Limited, Chennai (AIL) - Direct Subsidiary of SCL

(ii) TVS Investments Limited, Chennai (TVSI) - Direct Subsidiary of SCL

(iii) TVS Motor Company Limited, Chennai (TVSM) - Indirect Subsidiary of SCL

(iv) TVS Energy Limited, Chennai - Subsidiary of TVSM

(v) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(vi) TVS Motor (Singapore) Pte. Limited, Singapore - (TVSM Singapore) - Subsidiary of TVSM

(vii) TVS Motor Company (Europe) B.V. Amsterdam - Subsidiary of TVSM

(viii) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(ix) TVS Electronics Limited, Chennai (TVSE) - Subsidiary of TVSI

(x) TVS Capital Funds Limited, Chennai - Subsidiary of TVSI

(xi) TVS-E Access India Limited, Chennai - Subsidiary of TVSI

(xii) TVS-E Servicetec Limited, Chennai - Subsidiary of TVSI

(xiii) Sravanaa Properties Limited, Chennai - Subsidiary of TVSI

(xiv) Tumkur Property Holdings Limited, Chennai - Subsidiary of TVSE

(xv) Prime Property Holdings Limited, Chennai - Subsidiary of TVSE

d) Fellow Subsidiaries

(I) Indian Companies

(i) Southern Roadways Limited, Madurai

(ii) Sundaram Industries Limited, Madurai

(iii) The Associated Auto Parts Limited, Mumbai

(iv) TVS Interconnect Systems Limited, Madurai

(v) TVS Logistics Services Limited, Madurai

(vi) Lucas-TVS Limited, Chennai

(vii) Sundaram Textiles Limited, Madurai

(viii) NSM Holdings Limited, Madurai

(ix) TVSNet Technologies Limited, Madurai

(x) TOR Projects & Services Limited, Madurai

(xi) NK Telecom Products Limited, Madurai

(xii) NK Telesystems Limited, Madurai

(xiii) TVS Commutation Solutions Limited, Madurai

(xiv) Lucas Indian Service Limited, Chennai

(xv) TVS Automotive Systems Limited,Chennai

(xvi) TVS Dynamic Global Freight Services Limited, Chennai

d) Fellow Subsidiaries

(II) Overseas Companies

(i) TVS Automotive Europe Limited, United Kingdom

(ii) TVS C J Components Limited, United Kingdom

(iii) TVS Logistics Iberia S.L., Spain

(iv) TVS Logistics Siam Limited, Thailand

(v) TVS Autoserv GmbH, Germany

(vi) TVS Logistics Investment United Kingdom Limited, United Kingdom

(vii) YeleStre Holdings Limited, United Kingdom

(viii) Multipart (Holdings) Limited, United Kingdom

(ix) Multipart Solutions Limited, United Kingdom

(x) IH Crick Property Co Limited, United Kingdom

(xi) Msys Software Solutions Limited, United Kingdom

(xii) Globe Dynamics Limited, United Kingdom

(xiii) Globe Transport Products Limited, United Kingdom

(xiv) Iranian Automotive Systems, Iran

e) Associate companies

(i) TVS Finance & Services Limited, Chennai

(ii) Sundram Non-Conventional Energy Systems Limited, Chennai

f) Key management personnel(KMP)

(i) Mr Venu Srinivasan, Managing director (ii) Dr Lakshmi Venu, Director - Strategy

g) Relative of KMP Mrs Mallika Srinivasan

h) Enterprise over which KMP and his Harita-NTI Limited, Chennai relative have significant influence.

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