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Notes to Accounts of Sundram Fasteners Ltd.

Mar 31, 2017

a) Inventory written down Nil and Reversal of written down inventory Nil.

b) In view of the varieties of the products involved, it is impractical to determine the carrying amount of inventory attributable to sales.

c) Refer note 16 for security on borrowings.

c) Rights, preferences, restrictions Equity shares

The Company has only one class of equity shares having a par value of Rs. 1 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Bonus Shares/ Buy Back/ Shares for consideration other than cash issued during the period of five years immediately preceding the financial year ended 31st March 2017:

(i) Aggregate number of equity shares allotted as fully paid up pursuant to contracts without payment being received in cash : Nil

(ii) Aggregate number of equity shares allotted as fully paid up by way of Bonus Shares : Nil

(iii) Aggregate number of equity shares bought back : Nil

e) Capital Management

The Company''s capital management objectives is to ensure the adequate return to the shareholder by maintaining the optimal capital structure.

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group''s capital management is to maximize the shareholder value.

Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

a) Provision for employee benefits

i) Gratuity

Retirement benefit in the form of Gratuity Liability (being administered by Life Insurance Corporation of India) is a defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end of each financial year.

The following tables summarize the components of net benefit expenses recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the Gratuity.

The Company''s Gratuity plan valuation report includes employee benefits of reporting entity and its subsidiaries i)TVS Upasana Limited Chennai (formerly Upasana Engineering Limited) ii) Sundram Precision Components Limited, Chennai (Formerly Sundram Bleistahl Limited) and iii) TVS Infotech Limited, Chennai.

*Defined Contribution Plan:

a. Contribution to Provident Fund is in the nature of defined contribution plan and are made to a recognized fund.

b. Contribution to Superannuation Fund is in the nature of defined contribution plan and is remitted to Life Insurance Corporation of India in accordance with the scheme framed by the Corporation.

c. Contribution to Defined Contribution Plan, recognized as expense for the year are as under:

i) Employer''s Contribution to Provident Fund during the year Rs. 1,088.06 lakhs previous year Rs.1,007.42 lakhs

ii) Employer''s Contribution to Superannuation Fund during the year Rs.69.37 lakhs previous year Rs.69.32 lakhs.

1. RELATED PARTY DISCLOSURES

Related Parties :

(I) Where Control exists:

(A) Subsidiary Companies Indian Subsidiaries

1. Sundram Fasteners Investments Ltd., Chennai,

2. TVS Upasana Ltd., Chennai (Formerly Upasana Engineering Ltd), Chennai

3. Sundram Non-Conventional Energy Systems Ltd., Chennai,

4. Sundram Precision Components Ltd., Chennai (Formerly Sundram Bleistahl Ltd)

5. TVS Infotech Ltd., Chennai

6. TVS Next Private Ltd., Chennai Foreign Subsidiaries

1. Sundram International Limited, UK,

2. Sundram Fasteners (Zhejiang) Ltd., Zhejiang, Peoples Republic of China (Subsidiary of Sundram International Ltd, New Castle, United Kingdom)

3. Cramlington Precision Forge Ltd., Northumberland, United Kingdom (Subsidiary of Sundram International Ltd, New Castle, United Kingdom)

4. Sundram International Inc, Michigan, USA,

5. TVS Infotech Inc., Michigan, USA (Subsidiary of TVS Infotech Ltd, Chennai)

(B) Associate

1. TV Sundram Iyengar & Sons Private Ltd., Madurai and

2. Southern Roadways Ltd., Madurai

(II) Other Related Parties with whom transactions have been entered into during the year :

(A) Key Management Personnel

Mr Suresh Krishna,

Ms Arathi Krishna,

Ms Arundathi Krishna

Mr S Meenakshisundaram* and

Mr R Dilip Kumar*

(B) Relatives of Key Management Personnel

Ms Usha Krishna Ms Preethi Krishna Mr K Ramesh

(C) Enterprise in which Key Management Personnel have significant influence

Upasana Finance Limited, Chennai

* Key Management Personnel as per Companies Act, 2013.

2. Nature and extent of risks arising from financial instruments and respective financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its and group companies operations. The Company''s principal financial assets include loans, trade and other receivables, cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions and holds short term investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors review and agree policies for managing each of these risks, which are summarized below.

a) Market risk

The Company is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. At 31st March 2017, approximately 69 % of the Company''s borrowings are at a fixed rate of interest (31st March 2016: 74 %).

c) Interest rate sensitivity

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rates of /- 1% for the year ended 31st March 2017 (31st March 2016: /- 1%). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and the Company''s borrowings in foreign currency.

The Company manages its foreign currency risk by hedging transactions through forward contracts, for the repayment of short term borrowings arising out of procurement of raw materials and other components. When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure.

Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken. Forward exchange contracts are mainly entered into for significant long-term foreign currency exposures that are not expected to be offset by other same-currency transactions.

Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below. The amounts shown are those reported to key management translated at the closing rate:-

Currency risk (or foreign exchange risk) arises on financial instruments that are denominated in a foreign currency, i.e. in a currency other than the functional currency in which they are measured. For the purpose of this Ind AS, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency.

Foreign currency sensitivity

The following table illustrates the sensitivity of profit and equity in regards to the Company''s financial assets and financial liabilities and the USD/INR exchange rate and GBP/INR exchange rate ''all other things being equal''. It assumes a /- 5% change of the INR /USD exchange rate for the year ended at 31st March 2017 (31st March 2016: 5%). A /- 5% change is considered for the INR /GBP exchange rate for the year ended (31st March 2016: 5%). Both of these percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Company''s foreign currency financial instruments held at each reporting date and also takes into account forward exchange contracts that offset effects from changes in currency exchange rates.

If the Rupee had strengthened against the USD by 5% during the year ended 31st March 2017 (31st March 2016: 5%) and GBP by 5% during the year ended 31st March 2017 (31st March 2016: 5%) respectively then this would have had the following impact profit before tax and equity before tax:

The movement in the pre-tax effect is a result of a change in the fair value of derivative financial instruments not designated in a hedge relationship and monetary assets and liabilities denominated in US dollars and GBP. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

e) Equity price risk

The Company''s investments in listed and unlisted equity securities are held till maturity. All the investments in the equity portfolio are reviewed and approved by the Board of Directors.

At the reporting date, the exposure to listed equity securities at fair value was Rs.1,177.99 (31st March 2016: Rs.870.17 lacs)

f) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including, foreign exchange transactions and other financial instruments.

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company enters into long term contracts with its customers whereby it mitigates the risk exposure on high risk customers. Further, none of the customers forms more than 15%-20% of the total company''s revenues as the Company makes a continuous effort in expanding its customer base. Outstanding customer receivables are regularly monitored and reviewed by the Board of Directors periodically. At 31st March 2017, the top 15 customers accounted for approximately 62% of all the receivables outstanding. At 31st March, the Company has certain trade receivables that have not been settled by the contractual due date but are not considered to be impaired. The amounts at 31st March, analyzed by the length of time past due, are:

The management also assesses the credit losses on account of the financial guarantees extended by the Company. The management evaluates the credit risk associated with these companies, ability of them to repay the debts and probable exposure of the Company incase a group company fails to make payment when due in accordance with the original or modified terms of a debt instrument.

g) Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed in accordance with the Company''s policy. Investments of surplus funds are made in mutual funds only with approved asset management companies or by way of fixed deposits with scheduled banks within the limits assigned by the Board of Directors.

The Company''s maximum exposure to credit risk for the components of the statement of financial position at 31st March 2017 is the carrying amounts as illustrated in Note 39 and Note 40 except for financial guarantees and derivative financial instruments. The Company''s maximum exposure relating to financial guarantees and financial derivative instruments is noted in the liquidity table below.

h) Liquidity risk

The Company''s objective is to maintain a current ratio of 1.10 with an optimal mix of short term loans and long term loans. Approximately 84% of the Company''s long term debt will mature in less than one year as at 31st March 2017 based on the carrying value of borrowings reflected in the financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders. The Board of Directors periodically reviews the Company''s business requirements vis-a-vis the source of funding.

The table below summarizes the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

3. Events after the reporting period

No adjusting or significant non-adjusting events have occurred between the 31st March 2017 reporting date and the date of authorization except non-adjusting event of proposal of final dividend of Rs. 2.80/- per share subject to the approval of shareholders at the ensuing Annual General Meeting.

4. Commitments, contingent liabilities and contingent assets

a) Operating lease commitments

(i) The company has entered into lease agreements for a period up to five years, which are in the nature of operating leases.

(ii) During the year Rs.396.86 lakhs (Rs. 453.35 lakhs) of Lease payments recognized in the statement of profit and loss, in respect of operating lease agreements entered into on or after 01.04.2001.

(iii) Significant Leasing arrangements:

The company has entered into leasing arrangements in respect of vehicles.

(a) Basis of determining contingent rent:

Contingent rents are payable for excessive, improper or unauthorized use of the asset, beyond the terms of the lease agreement, prejudicially affecting the resale value of the asset, either by way of increase in lease rentals or by way of lump-sum amount, as agreed between the parties.

(b) Renewal / purchase options and escalation clauses:

Lease agreements are renewable for further period or periods on terms and conditions mutually agreed between the parties. Variations in lease rentals are made in the event of a change in the basis of computation of lease rentals by the lessor.

(c) There are no restrictions imposed by the lease arrangements, concerning dividends, additional debt & further leasing.

5. First time adoption of IND AS

The Company has prepared financial statements which comply with Ind AS applicable for period ending 31 March 2017, together with the comparative period data as at and for the year ended 31 March 2016. This note explains the principal adjustments made by the Company in restating its IGAAP statement of financial position as at 1 April 2015 and its previously published IGAAp financial statements as at and for the year ended 31 March 2016.

First time adoption exemptions applied

Upon transition, IND AS 101 permits certain exemptions from full retrospective application of IND AS. The Company has applied the mandatory exemptions and certain optional exemptions, as set out below:

(a) Mandatory exceptions adopted by the Company:

(i) De-recognition of financial assets and liabilities

The de-recognition criteria of Ind AS 109 Financial Instruments has been applied prospectively for transactions occurring on or after the date of transition to Ind AS. Non-derivative financial assets and non-derivative financial liabilities derecognized before the date of transition under previous GAAP are not recognized on the opening Ind AS balance sheet.

(ii) Estimates

The estimates made by the Company under Indian GAAP were not revised for the application of Ind AS except where necessary to reflect any differences in accounting policies or errors.

(b) Non-mandatory exceptions adopted by the Company:

(i) Business Combination

Ind AS 103 Business Combinations has not been applied to acquisitions of subsidiaries, or of interests in associates and joint ventures that occurred before 1 April 2015. Use of this exemption means that the Indian GAAP carrying amounts of assets and liabilities, that are required to be recognized under Ind AS, is their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with Ind AS. Assets and liabilities that do not qualify for recognition under Ind AS are excluded from the opening Ind AS balance sheet. The Company did not recognize or exclude any previously recognized amounts as a result of Ind AS recognition requirements.

(ii) Property, Plant and Equipment

Freehold land are carried at its fair value on the transition date and this fair value has been considered as its deemed cost as on that date. The Company has elected to use carrying value under IGAAP as the deemed cost on the date of transition to Ind AS for all property, plant and equipments.

(iii) Investment in subsidiaries, joint ventures and associates

Investment in subsidiaries are measured at the carrying value under IGAAP on the date of transition to Ind AS. These carrying value under IGAAP are considered to be the deemed cost as at the date of transition.

(iv) Leases

The Company has elected to use facts and circumstances existing at the date of transition to determine whether an arrangement constitutes a lease.

d) Impact of Ind AS adoption on the financial statements Footnotes to the reconciliations

i) Property, plant and equipment

The amount paid (net of amortization) to acquire the rights of leasehold land were disclosed under Property, plant and equipment under IGAAP, however under Ind AS the same has been evaluated to be operating lease based on the terms and conditions of the lease agreement and hence disclosed under Other non-current assets as Unamortized portion of leasehold land. The amortization of these assets is recognized as rental expenses over the period of lease.

ii) Investment property

Under the erstwhile GAAP, investment properties were presented as part of Property, plant and equipments. However under Ind AS, Investment properties are required to be presented separately on the face of the balance sheet. There is no impact on the total equity or profit as a result of this presentation.

iii) Investments

The Company has been accounting for long term investments in unquoted and quoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of investments under IGAAP. Under Ind AS, the Company has designated such investments as Fair value through Other Comprehensive Income investments and hence measured at fair value. At the date of transition to Ind AS, difference between the instrument''s fair value and IGAAP carrying amount to the tune of Rs.1,704.79 lakhs has been recognized as a separate component of equity, in the Accumulated Other Comprehensive Income. Also for the year ended 31st March 2016, the Company has fair valued the quoted and unquoted investments resulting in a gain of Rs. 1,659.97 lakhs.

iv) Deferred taxes

The Company has been accounting for the deferred taxes using income statement approach under IGAAP, which focuses on differences between taxable profits and accounting profits for the year. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under IGAAP. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity.

The Company has disclosed Minimum Alternate Tax credit under the head Deferred taxes as per the provisions of Ind AS 12-Income taxes, which requires all unused tax credits to be disclosed as deferred tax assets.

v) Borrowings

Under IGAAP, transaction costs incurred in connection with borrowings were amortized upfront and charged to statement of profit and loss for the period. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to statement of profit and loss using the effective interest method.

vi) Derivatives

Under IGAAP, the fair value of the forward contracts were not recognized in the books of accounts, however these are fair valued under Ind AS and the gains or losses arising due to fair valuation are recognized in the retained earnings on the date of transition and subsequently in statement of profit and loss.

vii) Provisions

The proposed dividend and corresponding tax, to the tune of Rs.2,039.55 lakhs, recognized during the year ended 31st March 2015 was declared in 2015- 2016. Hence the same has been reversed as at the transition date and accounted in the year in which it was declared as per the requirements of Ind AS.

viii) Excise duty

Under IGAAP, revenue from sale of products has been presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of the statement of profit and loss as part of expenses. There is no impact on the total equity and profit.

ix) Financial guarantee

Financial guarantee contracts extended to the subsidiaries are recognized as a liability at fair value on the transition date and this liability is amortized over the period of guarantee under the provisions of Ind AS. The financial guarantee liability was neither required to be recognized nor amortized under IGAAP.

x) Defined benefit obligation

Both under IGAAP and Ind AS, the Company has recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under IGAAP, the entire cost, including actuarial gains and losses, are charged to statement of profit and loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income.

xi) Statement of cash flows

There is no material difference between IGAAP and IND AS on the statement of cash flows.


Mar 31, 2015

1 SHARE CAPITAL

e) Terms / rights attached to shares :

The Company has only one class of equity shares having a par value of Rs. 1 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

g) Bonus Shares / Buy Back / Shares for consideration other than cash issued during the period of five years immediately preceding the financial year ended 31st March 2015 :

(i) Aggregate number of equity shares allotted as fully paid up pursuant to contracts without payment

being received in cash : Nil (ii) Aggregate number of equity shares allotted as fully paid up by way of Bonus Shares : Nil (iii) Aggregate number of equity shares bought back : Nil

2 Figures for the previous year have been re-grouped, wherever necessary to conform to current year classification.

3. Accounting policies / compliance of Accounting Standards issued by the Institute of Chartered Accountants of India.

Rs. lakhs 2014-15 2013-14

(4) AS 29: Provisions, Contingent Liabilities and Contingent Assets

(A) (i) Contingent Liabilities :

a) On Letters of Guarantee 3,463.59 946.65

b) On Letters of Credit 271.84 65.87

c) On partly paid shares of The Adyar Property Holding Co. Ltd. 0.01 0.01

d) The Company has furnished guarantees to fulfil various obligations of Cramlington Precision Forge Limited, UK wholly owned subsidiaries of the Company, the amount of which is to the extent of non fulfilment of obligations of the subsidiaries which is not ascertainable.

(ii) Liabilities disputed and not provided for :

a) Sales Tax / entry tax - under appeal 3,347.84 1,017.76

b) Excise Duty / Customs Duty / Service Tax - under appeal 633.89 504.19

c) Income-tax - under appeal 46.29 65.63

d) Others 212.92 1.56

(iii) Estimated amount of contracts remaining to be executed on capital account and not provided for 4,784.42 4,334.89

(iv) Contingent Assets :

Claim of additional compensation against land acquisition 23.29 23.29

(5) AS 30 : Financial Instruments : Recognition and Measurement

a) AS 30 was issued by the Institute of Chartered Accountants of India (ICAI) in 2007 but has not yet been notified by the Government under Section 133 of the Companies Act,2013.

b) The Institute of Chartered Accountants of India has clarified that to the extent of accounting treatments covered by any of the existing notified accounting standards (for eg. AS 11, AS 13 etc,) the existing accounting standards would continue to prevail over AS 30.

c) Since the company follows the accounting treatment specified in the AS 30 through the accounting treatment under existing accounting standards i.e AS 11 & AS 13 etc, AS 30 is not followed.


Mar 31, 2014

Rs lakhs 2013-14 2012-13

(1) AS 29: Provisions, Contingent Liabilities and Contingent Assets (i) Contingent Liabilities :

a) On Letters of Guarantee 946.65 1,135.26

b) On Letters of Credit 65.87 212.05

c) On Guarantee issued to Housing Development Finance

Corporation on behalf of employees - -

d) On partly paid shares of The Adyar Property Holding Co. Ltd. 0.01 0.01

e) The Company has given guarantees to fulfil various obligations of Cramlington Precision Forge Limited, UK and Sundram Fasteners (Zhejiang) Limited, China wholly owned subsidiaries of the Company, theamount of which is to the extent of non fulfilment of obligations of the subsidiaries which is not ascertainable.

(ii) Liabilities disputed and not provided for :

a) Sales Tax / entry tax - under appeal 1,017.76 1,663.53

b) Excise Duty / Customs Duty / Service Tax - under appeal 504.19 190.14

c) Income-tax - under appeal 65.63 52.34

d) Others 1.56 50.67

(iii) Estimated amount of contracts remaining to be executed on capital account and not provided for 4,334.89 6,910.71

(iv) Contingent Assets :

Claim of additional compensation against land acquisition 23.29 23.29

(2) AS 30 : Financial Instruments : Recognition and Measurement

a) AS 30 was issued by the Institute of Chartered Accountants of India (ICAI) in 2007 but has not yet been notified by the Government under Section 211(3C) of the Companies Act,1956.

b) The Institute of Chartered Accountants of India has clarified that to the extent of accounting treatments covered by any of the existing notified accounting standards (for eg. AS 11, AS 13 etc,) the existing accounting standards would continue to prevail over AS 30.

c) Since the company follows the accounting treatment specified in the AS 30 through the accounting treatment under existing accounting standards i.e AS 11 & AS 13 etc, AS 30 is not followed.


Mar 31, 2013

1 Figures for the previous year have been re-classified / re-arranged / re-grouped, wherever necessary to conform to current year classification.

(2) (AS 2) : Financial Instruments : Recognition and Measurement

a) AS 30 was issued by the Institute of Chartered Accountants of India (ICAI) in 2007 but has not yet been notified by the Government under Section 211(3C) of the Companies Act,1956.

b) The Institute of Chartered Accountants of India has clarified that to the extent of accounting treatments covered by any of the existing notified accounting standards (for eg. AS 11, AS 13 etc,) the existing accounting standards would continue to prevail over AS 30.

c) Since the company follows the accounting treatment specified in the AS 30 through the accounting treatment under existing accounting standards i.e AS 11 & AS 13 etc, AS 30 is not followed.


Mar 31, 2012

A) Terms / rights attached to shares :

The Company has only one class of equity shares having a par value of Re 1 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferred amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Bonus Shares / Buy Back / Shares for consideration other than cash issued during the period of five years immediately preceding the financial year ended 31st March 2012 :

(i) Aggregate number of equity shares allotted as fully paid up pursuant to contracts without payment being received in cash : Nil

(ii) Aggregate number of equity shares allotted as fully paid up by way of Bonus Shares 10,50,64,185 equity shares of Re 1 each were issued as fully paid Bonus Shares in the proportion of 1 : 1 by capitalization of General Reserve on 29th January 2007.

(iii) Aggregate number of equity shares bought back : Nil

** Based on the information available with the Company in respect of Micro, Small & Medium Enterprises (as defined in 'The Micro, Small & Medium Enterprises Development Act, 2006'). The Company is generally regular in making payments of dues to such enterprises. Hence the question of payments of interest or provision therefore towards belated payments does not arise.

@ Do not individually account for more than 10% of the total consumption.

* The above particulars excludes inter unit transfers.

1 Figures for the previous year have been re-classified / re-arranged / re-grouped, wherever necessary to conform to current year classification as per the requirement of Revised Schedule VI to the Companies Act, 1956.

2. Accountings policies / compliance of Accounting sidnudrus issued by me institute of Chartered Accountants of India


Mar 31, 2011

A) On Letters of Guarantee 1,474.72 1,060.28

The Company has given guarantees to fulfill various obligations of Cramlington Precision Forge Limited, UK and Sundram Fasteners(Zhejiang) Limited, People's Republic of China, wholly- owned subsidiaries of the Company the amount of which is to the extent of non-fulfilment of obligations of the subsidiaries which is not ascertainable.

b) On Letters of Credit 171.88 3,328.80

c) On Guarantee issued to Housing Development Finance Corporation on behalf of employees 6.01 13.43

d) Bills discounted - 5,637.26

e) On partly paid shares of The Adyar Property Holding Co. Ltd. 0.01 0.01

f) Claims against the Company not acknowledged as debts - 2.54

g) Estimated contingent liability for stamp duty in respect of leased land at Uttarakhand 3.62 3.62

2. Disclosures required under the Companies Act, 1956

1) Share Capital:

a) The subscribed and paid up capital include:

i) 20,00,000 Equity Shares of Re 1 each issued by conversion of loan into equity. (Last year No. of Equity Shares 20,00,000 of Re 1 each)

ii) 18,46,09,145 Equity Shares of Re 1/- each allotted as fully paid bonus shares by capitalisation of General Reserve and Share Premium amounting to Rs 1,846.09 lakhs. (Last year 18,46,09,145 Equity Shares of Re 1/- each amounting to Rs 1,846.09 lakhs)

iii) 56,110 fully paid-up Equity Shares of Re 1 each allotted pursuant to a scheme of amalgamation of Odin Metal Powders Limited, Hyderabad, with the Company. (Last year 56,110 Equity Shares of Re 1 each)

iv) 29,07,565 fully paid-up Equity Shares of Re 1 each allotted pursuant to a scheme of amalgamation of TVS Autolec Limited, Chennai, with the Company. (Last year 29,07,565 fully paid-up Equity Shares of Re 1 each)

v) 10,50,64,185 Equity Shares of Re 1 each allotted as fully paid bonus shares by capitalisastion of General Reserve amounting to Rs. 1,050.64 lakhs in the year 2006-2007

vi) No. of Equity shares held by T V Sundram Iyengar & Sons Limited, Madurai - 5,33,12,000 shares and its subsidiary - 5,07,73,280 shares of face value of Re 1/- each (Last year No. of Equity shares held by T V Sundaram Iyengar & Sons Limited, Madurai - 5,33,12,000 and its subsidiary 5,07,73,280 of face value Re 1 each)

**Based on the information available with the Company in respect of Micro, Small & Medium Enterprises (as defined in The Micro, Small & Medium Enterprises Development Act, 2006). The Company is generally regular in making payments of dues to such enterprises. Hence, the question of payments of interest or provision therefor towards belated payments does not arise.

* The Company has entered into derivatiave contracts to hedge against exchange risk. There are no marked to market losses in respect of all outstanding derivative contracts at the Balance Sheet date

** Hedged by means of Principal Only Swap from JPY to USD. USD-INR leg is unhedged and is included at (b) below

* The Company has entered into derivatiave contracts to hedge against exchange risk. There are no marked to market losses in respect of all outstanding derivative contracts at the Balance Sheet date

2) In terms of Notification No SO 301 (E) dated 8th February 2011 of Ministry of Corporate Affairs, Board of Directors has given consent for non disclosure of information relating to the quantitative details of turnover, raw material consumption, opening and closing stocks of goods produced.


Mar 31, 2010

(1) AS 29: Provisions, Contingent Liabilities and Contingent Assets ( i) Contingent Liabilities :

a) On Letters of Guarantee 1,060.28 3,344.41

b) On Letters of Credit 3,328.80 100.04

c) On Guarantee issued to Housing Development Finance

Corporation on behalf of employees 13.43 19.34

d) Bills discounted 5,637.26 360.05

e) On partly paid shares of The Adyar Property Holding Co. Ltd. 0.01 0.01

f) The Company has given guarantees to fulfill various obligations of Cramlington Precision Forge Limited, UK, a wholly owned subsidiary of the Company, and Sundram Fasteners (Zhejiang) Limited, China the amount of which is to the extent of non- fulfilment of obligations of the subsidiaries.

g) Claims against the Company not acknowledged as debts 2.54 - h) Estimated contingent liability for stamp duty in respect of leased

land at Uttarakhand 3.62 3.62

2. Disclosures required under the Companies Act, 1956

1) Share Capital:

The subscribed and paid up capital include:

i) 20,00,000 Equity Shares of Re 1 each issued by conversion of loan into equity. (Last year No. of Equity Shares 20,00,000 of Re 1 each)

ii) 18,46,09,145 Equity Shares of Re 1/- each allotted as fully paid bonus shares by capitalisation of General Reserve and Share Premium amounting to Rs 1,846.09 lakhs. (Last year 18,46,09,145 Equity Shares of Re 1/- each amounting to Rs 1,846.09 lakhs.)

iii) 56,110 fully paid-up Equity Shares of Re 1 each allotted pursuant to a scheme of amalgamation of Odin Metal Powders Limited, Hyderabad, with the Company. (Last year 56,110 Equity Shares of Re 1 each)

iv) 29,07,565 fully paid-up Equity Shares of Re 1 each allotted pursuant to a scheme of amalgamation of TVS Autolec Limited, Chennai, with the Company. (Last year 29,07,565 fully paid-up Equity Shares of Re 1 each)

v) 10,50,64,185 Equity Shares of Re 1 each allotted as fully paid bonus shares by capitalisastion of General Reserve amounting to Rs. 1,050.64 lakhs in the year 2006-07.

vi) T V Sundram Iyengar & Sons Limited, Madurai - 5,33,12,000 shares and its subsidiary - 5,07,73,280 shares of face value of Re 1/- each. (Last year No. of Equity shares held by T V Sundaram Iyengar & Sons Limited, - 2,66,56,000 and its subsidiary 2,53,86,640 of face value Re 1 each)

Note: Last years figures have been regrouped wherever necessary to conform to current years classification.

3) Computation of Net Profit as per Section 309 (5) read with Sections 198 & 349 of the Companies Act, 1956 and calculation of commission payable to the Chairman and Managing Director and Executive Director.

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