Sundaram Clayton board meeting and new proposals

Sundaram Clayton Ltd has informed Bombay Stock Exchange(BSE) that the Board of Directors(BOD) of the Company at its meeting held on October 20, 2008, in that they have taken the following decisions:

1. Merger of wholly owned subsidiary with the Company:

a draft Scheme of amalgamation of the wholly owned subsidiary, M/s. Auto (India) Engineering Ltd (AIEL) with the Company. The salient features of the Scheme are as follows:

- Acquisition of assets and liabilities together all rights, duties, obligations of the wholly owned subsidiary of the Company, namely Auto (India) Engineering Ltd (AIEL) by the Company on the Appointed date.

- Cancellation of the entire investment of Rs 5.00 lakhs held in the wholly owned subsidiary, namely AIEL by the Company;

- Dissolution of AIEL without the process of winding up in terms of the said scheme; and

- Continuance of legal obligations of the respective Companies involved under the Scheme;

2. Amendment of object clause through Postal ballot

a proposal to amend the main objects of the Memorandum of Association of the Company by inserting a specific clause for entering into new field of activity viz., internal combustion engines, subject to the approval of the shareholders of the Company through a postal ballot.