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Directors Report of JK Tyre & Industries Ltd.

Mar 31, 2016

The Directors are pleased to present the Annual Report of your Company, along with audited financial statements for the financial year ended 31st March, 2016.

Operations

The Company recorded an excellent performance during the year under review. Profit before tax on a standalone basis stood at Rs.590 crores, an all-time high, registering an increase of 57% on a turnover of Rs.6,580 crores.

On a consolidated basis, the Company reported a profit before tax of Rs.669 crores, recording an increase of 38% on a turnover of Rs.7,654 crores.

The Company maintained its leadership in the Truck/Bus Radial segment while further improving its position in the passenger car tyre segment. Better operating efficiencies, all-round cost reduction, deeper rural penetration, launch of several new products across categories and stable input costs helped the Company achieve this significant improvement in performance.

What makes this performance even more heartening is that it came in the wake of subdued demand growth in several tyre segments in India and a lower export turnover due to disturbed political and economic conditions in some of the key international markets. With the automobile industry poised for stronger growth and economic activity set to improve, the Company''s prospects appear brighter .

Acquisition of Cavendish Industries Ltd.

Your Directors are pleased to announce the acquisition of Cavendish Industries Ltd. (Cavendish), effective 13th April, 2016. Cavendish houses three tyre plants, located in Laksar (Haridwar) which manufacture a wide range of tyres, tubes and flaps. With this acquisition, JK Tyre has aggregated 12 tyre plants - nine in India and three in Mexico. The acquisition, undertaken at an Enterprise Value of Rs.2,170 crores, was funded by a combination of equity and debt. Post-acquisition, Cavendish has become a subsidiary with eighty percent shareholding held by the Company along with a subsidiary and the balance through associates / group companies.

The acquisition is in line with the strategic vision of JK Tyre emerging as one of the leading global tyre companies with a comprehensive portfolio capable of catering to the domestic and international markets.

Following the acquisition of Cavendish, JK Tyre will possess an additional capacity for Truck and Bus Radials, which represents a high-growth segment where the Company is already the market leader The acquisition will also provide JK Tyre entry into the fast-growing two and three-wheeler tyre segments. Therefore, the acquisition is strategic, revenue accretive and synergistic with the Company''s existing tyre business.

Expansion Project

The Company expanded its Truck/Bus and Passenger Line Radial capacities at its All-Radial Chennai plant. This Rs.1,430 crores project was completed in phases during the year under review. The benefits of this expanded capacity will start accruing during the current year and strengthen the Company''s leadership in this fast-growing segment.

Awards

During the year under review, your Company received several coveted awards for excellence in various areas including:

- Ranked No.1 in ''Customer Satisfaction with Original Tyre'' by JD Power Asia Pacific Study 2015.

- The ''Brand of the Year'' award by the World Branding Forum, a global non-profit organization dedicated to advancing branding standards.

- The ''National Energy Conservation'' award 2015, in the tyre sector (Chennai plant) by the Ministry of Power Government of India.

- The TPM Consistency award for ''Manufacturing Excellence'' at the Mysuru plant.

- Felicitated by the 16th National award for ''Excellence in Energy Management (Kankroli plant)'' by the CII.

- The National award for ''Excellence in Talent Management'' by the Delhi Management Association.

Dividend

Your Directors are pleased to recommend a dividend of Rs.2.50 per equity share of Rs.2 each (i.e 125%) on the equity share capital of Rs.45.36 crores for the financial year ended 31st March, 2016. The dividend outgo will be Rs.68.25 crores (inclusive of a dividend tax of Rs.11.55 crores).

Appropriations

The amount available for appropriation, including surplus from the previous year, stood at Rs.566.22 crores. The Directors propose this to be appropriated as under:

(Rs. crores)

General Reserve 150.00

Dividend 56.70

Corporate Dividend Tax 11.55

Surplus carried to Balance Sheet 347.97

Total 566.22

Extract of Annual Return

An extract of the Annual Return, as on 31st March 2016, in the prescribed form MGT 9, is attached as Annexure ''A'' with this Report and forms a part of it.

Related Party Transactions

During the financial year ended 31st March 2016, all contracts or arrangements or transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis and were in compliance with the applicable provisions of the Companies Act 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as applicable.

Further, the Company did not enter into any contract or arrangement or transaction with related parties that could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, disclosure in FORM AOC-2 is not applicable.

The Related Party Transaction Policy as approved by the Board, is available on the Company''s website.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees, securities and investments, covered under the provisions of Section 186 of the Companies Act 2013, are furnished in the financial statements.

Directors and Key Managerial Personnel

Your Directors express their profound grief on the sad demise of Shri O.P Khaitan, an Independent Director of the Company on 6th December 2015. Shri Khaitan joined the Board of the Company in the year 1974 when it was just about setting up its first automotive tyre plant in Jaykaygram, Kankroli, an industrially-backward area in Rajasthan. Your Directors pay their respectful homage to Shri Khaitan and place on record their deep appreciation for the valuable services rendered by him during his long tenure of over 40 years.

Shri Vikrampati Singhania, Deputy Managing Director resigned from the Directorship of the Company with effect from the close of business hours of 20th January 2016 owing to other commitments. Consequently Shri Singhania also ceased to be a key managerial personnel of the Company. The Board took note of the same and placed on record its deep appreciation for the valuable services rendered by him during his long tenure of 20 years in various capacities.

The Board of Directors appointed Shri Shreekant Somany as an Additional Director of the Company, pursuant to Section 161 of the Companies Act, 2013, effective 16th March 2016. He has been appointed as Independent Director for a term of five consecutive years with effect from the said date, subject to the approval of members of the Company at the ensuing Annual General Meeting (AGM). In terms of the said Section, Shri Somany will hold office as Director up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing his candidature as a Director The Board recommends the appointment of Shri Somany as a Director.

The Board of Directors of the Company appointed Shri Anshuman Singhania as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013, effective 16th March 2016. The Board also appointed Shri Anshuman Singhania as a Whole-time Director of the Company for a term of five years commencing 16th March 2016, subject to the approval of members of the Company at the ensuing AGM. Shri Anshuman Singhania also became a key managerial personnel of the Company effective from the said date.

Shri Singhania will hold office as Director up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing his candidature as a Director The Board recommends the appointment of Shri Anshuman Singhania as a Director

Shri Bharat Hari Singhania retires by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM.

Declarations have been received from all Independent Directors of the Company that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, there were no other changes in the KMP composition in terms of Section 203 of the Companies Act 2013.

Conservation of Energy, Etc.

The details, as required under Section 134(3) (m) read with the Companies (Accounts) Rules 2014, are annexed to this Report as Annexure ''B'' and forms a part of it.

Consolidated Financial Statements

The consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards. The audited consolidated financial statements, together with the Auditors'' Report, form a part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries and associates included in the consolidated financial statements is presented in a separate section in this Annual Report. Please refer to AOC-1 annexed to the financial statements in the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements, the consolidated financial statements, along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

During the financial year under review, Natext Biosciences Private Ltd. has become a wholly-owned subsidiary of the Company. No Company has ceased to be your Company''s subsidiary during the said financial year

Deposits

Pursuant to the approval of members by means of a special resolution dated 22nd September 2015, the Company has continued to accept deposits from the public, in accordance with the provisions of the Companies Act 2013 and rules thereunder

The particulars with respect to deposits covered under Chapter V of the said Act, for the financial year ended 31st March 2016 are: (a) accepted during the year - Rs.46.02 crores;

(b) remained unclaimed as at the end of the year - Rs.1.85 crores; (c) defaulted in repayment of deposits or payment of interest thereon at the beginning of the year and at the end of the year - Nil and (d) details of deposits which are not in compliance with the requirements of Chapter V of the said Act - Nil.

Auditors

(a) Statutory Auditors and their report

M/s Lodha & Co., Chartered Accountants, were appointed Auditors of the Company to hold office from the conclusion of the 61st Annual General Meeting (AGM) held on 25th September 2014 until the conclusion of the 64th Annual General Meeting to be held in 2017, subject to ratification of the appointment by the members at the respective AGMs held/to be held in the years 2015 and 2016. Accordingly being eligible, matter relating to the appointment of the auditors will be placed for ratification by members at the forthcoming Annual General Meeting. The observations of the auditors in their report on accounts and the financial statements, read with the relevant notes are self- explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out the secretarial audit of the Company for the financial year 2015-16. The Report, given by him for the said financial year in the prescribed format, is annexed to this Report as Annexure ''C''. The secretarial audit report does not contain any qualifications, reservations or adverse remarks.

(c) Cost Auditor and Cost Audit Report

The Company was not required to get its cost accounts audited for the financial year ended 31st March 2015 pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, dated 30th June 2014. However, in terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, notified on 31st December 2014, the audit of the cost accounts of the Company for the financial year ended 31st March 2016 is being conducted by M/s R.J. Goel & Co., Cost Accountants, Delhi.

Particulars of Remuneration

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Company''s website www.jktyre. com as an annexure to the Directors'' Report. A physical copy of the same will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Directors'' Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

Corporate Social Responsibility

Your Company aims to contribute to sustainable growth of the society at large. As a means to this end, the Company will continue responding to society''s expectations and demands in a holistic and decisive manner in the fields of environment, conservation of natural resources, health, education, rural development, among others.

The Company has framed its CSR policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder The contents of the CSR policy are disclosed on the website of the Company.

The annual report on the CSR activities undertaken by the Company during the financial year under review, in the prescribed format is annexed to this Report as Annexure ''D''.

Internal Financial Controls

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company. The Company also has a robust management information system for the timely preparation of reliable financial information.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the financial year under review, there were no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE - (including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism)

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report as Annexures - ''E'' & ''F''.

The Corporate Governance Report which forms part of this Report also covers the following:

a) Particulars of the six Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

Directors'' Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and cooperation received from various State Governments including those of Rajasthan, Madhya Pradesh, Karnataka, Tamil Nadu, Uttarakhand as well as the Governments of India and Mexico. The Directors also thank the banks, shareholders, suppliers, dealers and in particular the valued customers for their trust and patronage.

Your Directors record their appreciation for the dedication and hard work put in by ''Team-JK Tyre'', which has enabled the Company to continue to grow stronger in these challenging times.

On behalf of the Board of Directors

1st July 2016 Dr. Raghupati Singhania

New Delhi Chairman & Managing Director


Mar 31, 2015

TO THE MEMBERS

The Directors are pleased to present the Annual Report of your Company, along with Audited Financial Statements for the financial year ended 31st March, 2015.

Operations

The Company recorded an impressive performance during the year under review. Turnover (standalone basis) was Rs. 6799 crores; operating profit at Rs. 766 crores, was higher by 14% while profit before tax at Rs. 377 crores, grew 93% over the previous year.

This performance is considered satisfactory, given the challenges of all-round low growth in the year gone by.

On a consolidated basis, your Company, (including its wholly- owned subsidiary JK Tornel, Mexico) reported a turnover of Rs. 8060 crores during the year under review. Operating profit was Rs. 948 crores, an increase of 13% over the previous year while consolidated profit before tax at Rs.486 crores, grew 49%.

The Company responded to the request of the Government of Kerala and agreed to support procurement of domestic rubber at prices 20% higher than those prevailing in the market. This was done with a view to support in particular small rubber growers.

The Company continued to strengthen its leadership in the truck/bus radial segment while consolidating its position in the passenger car segment. Besides, the Company reported improvements across operating parameters, cost compression and increased value-added product volumes; a softening of input costs helped the Company enhance profitability.

In the export markets, the Company achieved an export turnover ofRs. 844 crores (standalone) during the year despite geopolitical turmoil in some key international markets.

Expansion Project

Foreseeing an increasing demand for truck/bus radialisation and an economic recovery, the Company undertook an expansion of its truck/bus and passenger line radial capacities at its all-radial Chennai plant. This Rs. 1430 crores project progressed well and is expected to be commissioned in phases during the current year.

Awards

Your Company received several awards for excellence in various areas, comprising the following:

Asia''s Most Promising Brand 2014 by World Consulting and Research Council (WCRC)

Greenco Gold Company by CII-Godrej GBC

Greentech Environment Award 2015 – Gold Category

General Motors Quality Excellence Award 2014 for Exceptional Quality Performance

International Convention on Quality Concept (ICQC)

IEI Industry Excellence Award 2014 for Business Excellence and Industry Practices

CII''s National Award 2014 for HR Excellence

Dividend

Your Directors are pleased to recommend a dividend ofRs. 1.50 per equity share of Rs.2 each (i.e. 75%) on the equity share capital ofRs.45.36 crores for the financial year ended 31st March 2015. The dividend outgo will beRs.40.95 crores (inclusive of a dividend tax of Rs. 6.93 crores).

Appropriations

The amount available for appropriation, including surplus from the previous year, is Rs. 356.21 crores. The Directors

propose this to be appropriated as under:

(Rs. crores)

General Reserve 150.00

Dividend 34.02

Corporate Dividend Tax 6.93

Surplus carried to Balance Sheet 165.26

Total 356.21

Share Capital

(a) Sub-division of Equity Shares

In order to infuse additional liquidity in the Company''s stock and attract small investors to invest, each equity share of a face value of Rs. 10 (fully paid-up) was sub-divided into five equity shares of a face value ofRs. 2 each (fully paid- up). For the purpose, 19th December 2014 was fixed as the record date.

Consequently, 4,10,59,346 equity shares of Rs. 10 each as on the record date, were sub-divided into 20,52,96,730 equity shares of Rs. 2 each.

(b) Conversion of Warrants

As per the terms of 43,03,350 warrants issued to the promoter group on a preferential basis, the holders of warrants exercised the option of converting the said warrants into equity shares by paying the balance 75% of the total consideration of the issue value, amounting to Rs. 37.11 crores. Accordingly, 43,03,350 warrants were converted into 2,15,16,750 equity shares of Rs. 2 each on 8th January 2015.

Consequently, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 41.06 crores (comprising 20,52,96,730 equity shares of Rs. 2 each) to Rs.45.36 crores (comprising 22,68,13,480 equity shares of Rs.2 each).

Extract of Annual Return

An extract of the Annual Return as on 31st March 2015, in the prescribed form MGT 9, is attached as Annexure ''A'' with this Report and forms a part of it.

Related Party Transactions

During the financial year ended 31st March 2015, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, disclosure in FORM AOC-2 is not applicable.

The Related Party Transaction Policy as approved by the Board is available on the website of the Company.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees, securities and investments, covered under the provisions of Section 186 of the Companies Act, 2013, are given in the financial statements.

Directors and Key Managerial Personnel

With the enactment of the Companies Act, 2013, all six Independent Directors of the Company, Shri Arvind Singh Mewar, Shri Bakul Jain, Shri O.P. Khaitan, Shri Kalpataru Tripathy, Shri Vimal Bhandari and Dr. Wolfgang Holzbach were appointed by the members at the Annual General Meeting (AGM) held on 25th September 2014 under Section 149 of the Act for a term of five consecutive years commencing from the date of the AGM. All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and also Clause 49 of the Listing Agreements with the Stock Exchanges.

Shri Vikrampati Singhania retires by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM.

The Board of Directors appointed Smt. Sunanda Singhania as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013 effective 12th August 2014. The members of the Company have appointed her as a Director liable to retire by rotation at the AGM held on 25th September 2014.

The Board of Directors re-appointed Shri Swaroop Chand Sethi as a Whole-time Director of the Company for a term of three years commencing 1st April 2015, subject to the approval of the members of the Company. Shri Swaroop Chand Sethi, however, resigned from the directorship of the Company from the close of business hours of 14th May 2015. The Board took note of his resignation and placed on record its deep appreciation for the valuable services rendered by Shri Sethi during his tenure of office.

The Board of Directors of the Company also re-appointed Shri Arun K. Bajoria as Whole-time Director of the Company with the designation - Director & President–International Operations, for a term of three years commencing 20th January 2016, subject to the approval of members of the Company at the ensuing AGM.

Further, in terms of Section 203 of the Companies Act, 2013, Dr. Raghupati Singhania, Chairman & Managing Director; Shri Bharat Hari Singhania, Managing Director; Shri Vikrampati Singhania, Dy. Managing Director; Shri S.C. Sethi, Whole-time Director; Shri Arun K. Bajoria, Director & President-International Operations; Shri Pawan Kumar Rustagi, Vice President (Legal) & Company Secretary and Shri Ashok Kumar Kinra, Finance Director were appointed as Key Managerial Personnel (KMP) of the Company on their existing terms and conditions. Out of the above, Shri S.C. Sethi has ceased to be a KMP from the close of business hours of 14th May 2015, upon his resignation from the directorship of the Company.

Conservation of Energy, Etc.

The details, as required under Section 134(3)(m) read with the Companies (Accounts) Rules, 2014, are annexed to this Report as Annexure ''B'' and forms a part of it.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements, together with the Auditors'' Report, form part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries and associates included in the Consolidated Financial Statements is presented in a separate section in this Annual Report. Please refer to AOC-1 annexed to the Financial Statements in the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements, the consolidated financial statements, along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

During the financial year under review, no company has become or ceased to be your Company''s subsidiary or joint venture. With the coming into effect of the Companies Act, 2013, Florence Investech Ltd. and Dwarkesh Energy Ltd. have become associates of the Company.

Deposits

Pursuant to the approval of members by means of a Special Resolution dated 25th September 2014, the Company has continued to accept deposits from the public, in accordance with the provisions of the Companies Act, 2013 and rules thereunder.

The particulars in respect of the deposits covered under Chapter V of the said Act, for the financial year ended 31st March 2015 are - (a) Accepted during the year - Rs. 12.37 crores; (b) Remained unclaimed as at the end of the year - Rs. 1.43 crores; (c) Default in repayment of deposits or payment of interest thereon at the beginning of the year and at the end of the year - NIL and (d) Details of deposits which are not in compliance with the requirements of Chapter V of the said Act – NIL.

Auditors

(a) Statutory Auditors and their Report

M/s Lodha & Co., Chartered Accountants, have been appointed Auditors of the Company to hold office from the conclusion of the 61st Annual General Meeting held on 25th September 2014 until the conclusion of the 64th Annual General Meeting to be held in 2017, subject to ratification of the appointment by the members at the respective AGMs to be held in the years 2015 and 2016. Accordingly, being eligible, matters relating to the appointment of the Auditors will be placed for ratification by members at the forthcoming Annual General Meeting. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2014-15. The Report given by him for the said financial year in the prescribed format is annexed to this Report as Annexure ''C''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Cost Auditor and Cost Audit Report

The Cost Audit for the financial year ended 31st March 2014 was conducted by M/s R.J. Goel & Co., Cost Accountants, Delhi, and as required, the Cost Audit Report was duly filed with Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for the financial year ended 31st March 2015 is also being conducted by the said firm.

Particulars of Remuneration

Information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration and other details is annexed to this Report. However, as per the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. The said information is available for inspection at the Registered Office of the Company during working hours.

Corporate Social Responsibility

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for the overall development and welfare of the society in the fields of environment, conservation of natural resources, health, education, rural development, etc.

The Company has framed its Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The contents of the CSR Policy are disclosed on the website of the Company.

The annual report on the CSR activities undertaken by the Company during the financial year under review, in the prescribed format is annexed to this Report as Annexure ''D''.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has a robust Budgetary Control System and Management Information System (MIS) which is the backbone of the Company for ensuring that your Company''s assets and interests are safeguarded.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the financial year under review, there were no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE – including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report as Annexure ''E''.

The Corporate Governance Report which forms a part of this Report also covers the following:

a) Particulars of the five Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for the performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

Directors'' Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and co-operation received from various State Governments including those of Rajasthan, Madhya Pradesh, Karnataka, Tamil Nadu and the Governments of India and Mexico. The Directors also thank banks, shareholders, suppliers, dealers and in particular the valued customers for their trust and patronage.

Your Directors record their appreciation for the dedication and hard work put in by ''Team-JK Tyre'', which has enabled the Company to continue to march ahead in these challenging times.



On behalf of the Board of Directors



4th August 2015 Dr. Raghupati Singhania

New Delhi Chairman & Managing Director


Mar 31, 2014

Dear members,

The Directors are pleased to present the Annual Report of your Company, along with Audited Accounts for the financial year ended 31st March, 2014.

OPERATIONS

Your Company along with its wholly-owned subsidiary JK Tornel, Mexico achieved a consolidated turnover of Rs. 8,279 Crores, Operating Profit of Rs. 890 Crores and Profit Before Tax of Rs. 374 Crores, higher by 42% over the previous year.

On a standalone basis, the Company achieved a turnover of Rs. 6,577 Crores. Operating Profit for the year was Rs. 672 Crores, an increase of 34% over the previous year, and Profit Before Tax at Rs. 195 Crores.

The economy was in a recessionary trend throughout the year with the average GDP growth clocking 4.5%. Manufacturing sector was worst affected which resulted in a negative growth. Subdued economic activity coupled with high rate of interest and high fuel prices adversely affected the automobile sector. Commercial vehicle manufacturers had to resort to heavy production cuts.

For the first time in the last 10 years the Passenger Car sales experienced a decline this year. In fact, even the reduction in excise duty for vehicles in both passenger and commercial segments failed to boost sales or add any comfort to the situation.

As a result of these factors which impacted the automobile industry, the demand for tyres remained sluggish both in commercial as well as passenger segments. The only breather, however, was a significant growth in demand of 23% in the Farm tyres segment, The Company met the challenging economic environment by deploying multi-pronged measures. JK Tyre renewed its thrust on higher penetration in the replacement market and adding new OEMs. The Company widened its network of customer touch points, such as, ''JK Tyre Steel Wheels'' and ''JK Tyre Truck Wheels'', which enabled it to strengthen its customer service. Several new products offering higher value added features, were launched in both Commercial as well as Passenger tyre categories, which have received excellent consumer feedback.

Concerted efforts were made in the export markets, resulting in the Company being able to widen its global footprint, in addition to increasing volumes in the existing markets. As a consequence, JK Tyre''s exports clocked an all-time high of Rs. 1,040 Crores, registering an impressive growth of 23%.

These measures were supplemented by continuous cost compression initiatives, optimisation of resources and attaining better operating efficiencies. Correction in high raw material prices also helped in Company''s improved operations.

As the macro-economic fundamentals of the Indian economy remain intact with several infrastructure projects gradually picking-up, it can be expected, that the economy would certainly show an upward curve. The outlook remains positive as the improving scenario promises a better demand for tyres in the coming years.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 5 per Equity Share of Rs. 10 each (i.e. 50%) on the Equity Share Capital of Rs. 41.06 Crores. The Dividend outgo will be Rs. 24.02 Crores (inclusive of dividend tax of Rs. 3.49 Crores).

APPROPRIATIONS

The amount available for appropriation, including surplus from previous year is Rs. 201.93 Crores. The Directors propose this to be appropriated as under:

(Rs. Crores)

General Reserve 75.00

Dividend 20.53

Corporate Dividend Tax 3.49

Surplus carried to Balance Sheet 102.91

201.93

ISSUE OF WARRANTS

With a view to augment its net worth, the Company made Preferential Issue of 43,03,350 Warrants to the Promoter Group, aggregating to Rs. 49.49 Crores based on a price prescribed under relevant SEBI regulations in that regard.

An amount of Rs. 12.37 Crores being 25% of the total consideration of the issue value, was received and accordingly allotment of warrants was completed on 16th December, 2013. Each Warrant is convertible into one Equity Share of the Company as per the terms of the issue.

JK TYRE RACES AHEAD

JK Tyre continued its growth journey undeterred by the economic slowdown.

* Consolidated turnover including JK Tornel, Mexico at Rs. 8,279 Crores - up by 9%.

* Consolidated Profit (PBT) at Rs. 374 Crores - up by 42%.

* Total exports (India and Mexico) - Rs. 1,605 Crores - up by 20%.

* Maintained its No.1 position, in Truck/Bus Radial with a market share of 34%.

* Introduced new value added products - 7 in Commercial category and 3 for Passenger Cars - received excellent customer acceptance.

* In another first, JK Tyre partnered with Tata Motors to host the first ever Truck Racing event in India. All racing trucks were exclusively fitted with specially made JK Racing tyres, which performed extremely well, as also acknowledged by the International drivers.

* JK Tyre National Karting Championship completed 10 years.

EXPORTS - Scaling new heights

Anticipating slower growth in domestic market due to apparent sluggish trends in the economy, the Company as a strategy had re-inforced its effort of exploring newer markets beyond the Indian boundaries and scaling up its sales in the existing export markets right at the beginning of the financial year.

It gives the Directors great pleasure to report, that the Company achieved exports worth Rs. 1,040 Crores during the year 2013-14, recording an increase of 23% over the previous year. This was achieved despite tough market conditions prevailing in Middle-East, Africa and South-East Asian markets.

JK Tyre continues to enjoy a premium-brand status in various international markets including Americas and Australia. In fact, your Company tyres are now running on the roads of 1 00 countries across six continents, offering a wide range of high quality products.

JK TORNEL

JK Tornel continues to perform well and has recorded a turnover of Rs. 1,735 Crores for the 15 months period (January 2013 to March 2014) despite a slowdown in US and South American markets. It improved its profitability further with the highest ever PBT of Rs. 179 Crores for the period. The plants at Mexico, manufactured ''JK Tyre'' and ''Vikrant'' branded tyres apart from its range of ''Tornel'' brand tyres.

JK Tornel expansion project to enhance PCR capacity is progressing as per schedule. The Company will have a significant increase in production from next year.

EXPANSION PROJECTS - FUTURE READY

Notwithstanding the current slowdown in the auto industry, the medium and long-term prospects are promising. It is expected that commercial and passenger vehicle industry will grow at 7-8% and 11- 12% respectively in the next 4-5 years time.

Truck/Bus Radials will continue to grow due to new generation vehicles being fitted with Radials and expected boost to investment in overall infrastructure growth. These factors will lead to higher radialisation in commercial segment at a faster pace. It is expected that from the present levels of 27% radialisation, it will grow to nearly 69% by 2017-18. In addition, there is a huge opportunity for export of Truck/Bus Radials as well as Passenger Line Radials in the global markets.

In order to capture these opportunities, the Company has undertaken an expansion of Truck/Bus Radials and Passenger Line Radials capacities. This Rs. 1,430 Crores project is expected to be commissioned by 2015-16.

In addition, Company''s ongoing expansion to enhance SCV, Farm and Passenger Line Radial capacities has been commissioned and benefit of higher production is expected in the year ahead.

CUSTOMER FIRST

JK Tyre has resolved to continuously give better products keeping the evolving customer needs at the centre of every activity it plans or undertakes. In this endeavor, your Company has been undertaking measures to offer several value added services to its esteemed customers. In Truck/Bus segment, there have been a number of initiatives like ''JK Tyre Truck Wheels'', ''JK Tyre Care Centers'' and ''Fleet Management''.

''JK Tyre Truck Wheel'' Centers are located at major transport hubs across the country. These centers provide exclusive services like Wheel Alignment, Wheel Balancing and Nitrogen Inflation.

Fleet Management programmes provides exclusive services to the key fleet accounts. These include Tyre Care & Maintenance Support, Data Management, Driver Training and ''Heal the Wheel'' service camps. During the year, the Fleet Management service was further widened by increasing its reach.

In the Passenger Car Segment, JK Tyre has a unique Tyre breakdown assistance service called ''Fix-a-Tyre'' in Delhi, NCR and Chennai. JK Tyre has been operating a chain of one stop retail & tyre care outlets called ''JK Tyre Steel Wheels''. 120 such retail outlets around the country are in operation and generate a significant portion of PCR sales. These outlets also provide services like Wheel Alignment, Wheel Balancing, Automatic Tyre Change and Nitrogen Inflation, besides selling a wide range of JK Tyre Passenger Car Tyres.

JK TREADS

The Company''s retread business under the brand "JK Treads" has grown. It offers retreading solutions through a chain of franchise retreaders across the country, This initiative has been appreciated particularly by the Truck/Bus Radial customers, which help them derive maximum life and optimum value from high performing JK Radials.

R&D AND TECHNOLOGY

Technology leadership is at the core of all R&D activities of the Company. Multi-disciplinary teams of scientists and technologist through a synergetic blend of knowledge, experience and hard work are actively engaged in maintaining Company''s technological leadership.

JK Tyre Tech Center and other in-house R&D Centers are extensively engaged in technology development and upgradation in the areas of material, new as well as future ready products and processes. The use of high end tools and predictive technologies in association with, "Hari Shankar Singhania Elastomer and Tyre Research Institute" (HASETRI) and "RPS Center of Excellence for Tyres and Vehicle Mechanics", located at IIT Madras, leads your Company towards innovation and creativity, the driving force behind the technology growth.

Your Comp- any has set up a "Satellite Product Design & Develop- ment Centre" at JK Tornel, Mexico, manned by highly skilled Develop- ment Engine- ers, so that customer expectations for both OEMs and Replace- ment segments in NAFTA Region and in the South American markets, are well understood and met in the ever growing competition.

MOTORSPORTS

During the year, your Company initiated many path- breaking motorsports events. JK Tyre introduced ''JK Racing India Series'' which featured BMW engine powered FIA homologated FB02 Formula Cars and provided a lifetime opportunity to twelve of India''s best racing drivers below 18 years of age to live their dream.

For the first time in the history of Indian Motorsport, your Company hosted a round of National Rally Champio- nship and JK Tyre Racing, together at the same time and venue. The entire motorsport fraternity converged to witness history in the making. The last two rounds of the JK Tyre Racing Championship were hosted at world class Buddh International Circuit, The second year of JK Tyre Himalayan Drive Car Rally, run under the aegis of Government of Sikkim and West Bengal, attained newer heights in terms of participation and media coverage.

In another first, JK Tyre partnered with Tata Motors to host the first ever Truck Racing event in India. All the participating racing trucks were fitted with JK Truck Radial Racing tyres which were specially made for this application.

AWARDS

Your Company received several coveted awards for its pioneering efforts during the year. To mention a few

* Golden Peacock Award for HR Excellence - 2013, Greentech CSR Award 2014, 14th Annual Greentech Environment Award 2013 "Gold" Category in Rubber Sector, Manufacturing Excellence Award - Best in Class operational Excellence Award by CMO Asia & Stars of the Industry (World Brand Congress) & several others.

DIRECTORS

Shri Swaroop Chand Sethi retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

Shri Bakul Jain and Shri Kalpataru Tripathy retire by rotation at the ensuing AGM and being eligible they are proposed to be appointed as Independent Directors of the Company, each for a term of five consecutive years commencing from the date of ensuing AGM. Shri Arvind Singh Mewar, Shri O.P Khaitan, Shri Vimal Bhandari and Dr. Wolfgang Holzbach whose period of office is liable to determination by retirement of Directors by rotation are also proposed to be appointed as Independent Directors of the Company, each for a term of five consecutive years commencing from the date of ensuing AGM. The Company has also received declarations from the said Directors about their independence pursuant to Section 149 of the Companies Act, 2013.

CONSERVATION OF ENERGY ETC.

The details as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this Report and forms part of it.

SUBSIDIARY COMPANIES

The particulars required under the provisions of the Companies Act, 1956 in respect of the subsidiary companies are appended.

The statement pursuant to Section 21 2 of the Companies Act, 1956 read with General Circular No. 51/12/2007-CL-III dated 8th February, 2011 of the Ministry of Corporate Affairs, containing the details of the Company''s subsidiaries is attached.

In terms of the said Circular dated 8th February, 2011 and the Company having satisfied the conditions stipulated therein, copies of the Balance Sheet, Profit & Loss Account, Reports of the Board and the Auditors of all the subsidiary companies have not been attached to the Balance Sheet of the Company. However, the annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and of the subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any member at the Head Office of the Company and that of the subsidiary companies concerned.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re- appointment. The observations of the Auditors in their report on Accounts read with the relevant notes are self explanatory,

COST AUDIT

The Cost Audit for the financial year ended 31st March 2013 was conducted by M/s R.J. Goel & Co., Cost Accountants, Delhi and as required Cost Audit Report was duly filed with Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for the financial year ended 31st March 2014 is being conducted by the said firm and the Report will also be filed.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended regarding employees is annexed to this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society in the fields of environment, conservation of natural resources, health, education, rural development, etc.

Pursuant to the provisions of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Comm- ittee of the Board has been constituted to monitor CSR related activities in terms of the said provisions and Rules, comprising of Dr. Raghupati Singhania (Chairman of the Committee), Shri Arvind Singh Mewar and Shri Arun K. Bajoria, as members.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, your Directors state that:-

i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation received from various State Governments including those of Rajasthan, Madhya Pradesh, Karnataka, Tamil Nadu and the Governments of India and Mexico, The Directors also thank banks, shareholders, suppliers, dealers and in particular the valued customers for their trust and patronage, Your Directors record their appreciation for the dedication and hard work put in by ''Team-JK Tyre'', which has enabled the Company to continue to march ahead in these challenging times,

On behalf of the Board of Directors The 28th May 2014 Dr, Raghupati Singhania New Delhi Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the year ended 31st March 2013.

OPERATIONS

Your Company achieved a turnover of Rs. 6,015 Crores. Operating Profit for the year was Rs. 500 Crores, higher by 77% and Profit Before Tax at Rs. 150 Crores, recorded a multifold increase over the previous year.

The Company alongwith its wholly owned subsidiary-JK Tornel, Mexico achieved a consolidated Turnover of Rs. 7,570 Crores during the year. The consolidated Profit Before Tax for the year was Rs. 264 Crores.

The Indian economy slowed down considerably during the year with GDP recording a growth of merely 5%. This coupled with high rates of interest prevailing during the year, adversely affected the automotive sector in particular. Several commercial vehicle manufacturers resorted to heavy production cuts. Growth in Passenger Car sales, lowest in the decade, was barely 2.5%. Consequently, demand for tyres slowed down both for Commercial as well as Passenger segments.

Your Company continued its thrust towards enhancing quality of service to its customers through new offerings of value added products and providing tyre care, through a wide network of exclusive outlets. Improvement of various operating parameters coupled with cost compression measures, in the backdrop of softer raw material prices, helped the Company to improve its profitability significantly.

Interest rates and inflation pressures have eased to some extent. With the expected revival of the economy, the outlook for the current year is promising.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 3.50 per Equity Share of Rs.10 each (i.e. 35%) on the Equity Share Capital of Rs. 41.06 Crores. The Dividend outgo will be Rs. 16.81 Crores (inclusive of dividend tax of Rs. 2.44 Crores).

APPROPRIATIONS

The amount available for appropriation, including surplus from previous year is Rs. 144.06 Crores. The Directors propose this to be appropriated as under:

(Rs. Crores)

General Reserve 60.00

Dividend 14.37

Corporate Dividend Tax 2.44

Surplus carried to Balance Sheet 67.25

144.06

DIRECTORS

Your Directors express their profound grief and sorrow on the sad demise of Shri Hari Shankar Singhania, President, J.K. Organisation on 22nd February 2013. Shri Singhania joined the Board of the Company in the year 1974 and was Chairman of the Board ever since. Shri Singhania, who learnt the ropes of business under his illustrious father Late Lala Lakshmipatji, was actively involved with J.K. Organisation since 1951, from the young age of 18 years, and held various positions, before he assumed the Chairmanship of various Companies. Shri Singhania contributed immensely not only in the growth of your Company but also in the industrialization and economic development of India. In recognition, he received numerous prestigious Indian & International awards. Yours Directors pay their respectful homage and tribute to this extraordinary human being, a great leader, an iconic industrialist and a leading statesman.

The Board of Directors at its meeting held on 27th May, 2013 appointed Dr. Raghupati Singhania as Chairman of the Board of Directors of the Company. Dr. Raghupati Singhania shall now be Chairman & Managing Director of the Company.

Shri Arun K. Bajoria and Shri O.P. Khaitan retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors appointed Dr. Wolfgang Holzbach as an Additional Director pursuant to Section 260 of the Companies Act, 1956 with effect from 6th November 2012. In terms of the said section, Dr. Holzbach will hold office as Director upto the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing candidature of Dr. Holzbach for being appointed as a Director, liable to retire by rotation. The Board recommends appointment of Dr. Holzbach as a Director.

CHENNAI PLANT

Production at the All Radial new Tyre Plant at Chennai (CTP) ramped up during the year. The additional 2 lac per annum Truck/Bus radials expansion taken up last year at CTP was also completed and commissioned. Further expansion of Passenger Car Radial(PCR) capacity has been undertaken at CTP and is progressing well.

With the expected improvement in market conditions during the current year, along with the availability of full output from CTP, JK Tyre''s radial leadership position will be significantly strengthened.

JK TYRE DRIVING AHEAD

Despite slowdown of the automotive sector, JK Tyre made significant strides :

- Consolidated turnover including JK Tornel, Mexico at Rs. 7,570 Crores.

- Consolidated profit (PBT) at Rs. 264 Crores.

- Total Exports from India and Mexico at Rs. 1,340 Crores, recording an increase of 31%.

- JK Tyre continues to be the Leader in Truck/Bus Radials - More than 6 Million JK Truck/Bus Radials already on the roads.

- All Radial new Tyre Plant at Chennai went on stream.

- Jaykaygram Tyre Plant achieved a rare distinction of becoming the First Tyre Plant in Asia and Second Tyre Plant in the World, to receive ISO 50001 Energy Management System Certification from British Standard Institution. Subsequently, Tyre Plants at Mysore also received ISO 50001 Energy Management System Certification from British Standard Institution.

- JK Tyre made its debut in the racing circuits of Europe as part of 2nd edition ''JK Racing Asia Series'' and thus putting the country in the International racing arena.

- JK Tyre is the First Indian Company to acquire Federation of Internationale Automobile accredited series.

EXPANSION

With the growing demand for Company''s Farm tyres, it has undertaken an expansion to enhance Farm tyre capacity at its various plants. Capacity for Small Commercial Vehicle tyres is also being added to enhance its presence in this growing segment.

EXPORTS

JK Tyre achieved an export turnover of Rs. 847 Crores from its Indian plants, highest ever, recording a growth of 44% over the previous year. Your Company exports tyres to 90 countries and has established ''JK Tyre'' as a reliable and trustworthy brand, which enjoys premium status in major markets.

JK TORNEL

JK Tornel continued to make new inroads in the various markets and achieved a turnover of 3859 million pesos (Rs. 1572 Crores) and Profit Before Tax(PBT) of 271 million pesos (Rs.116 Crores) for the year 2012.

Apart from serving the Mexican domestic requirements, JK Tornel exports tyres to both North and South American markets extensively. On the OEM front, it serves leading car manufacturers in both Mexico as well as USA. Plans are afoot to enhance the PCR capacity to meet the growing demand for its tyres.

CUSTOMER FIRST

Over the years, your Company has taken several initiatives to enhance the quality of service to its valued customers, such as, in Truck/Bus segment - Fleet Management, ''JK Tyre Truck Wheels'' service centers and ''JK Tyre Care'' centers. These services were further strengthened and enlarged during the year. These centers offer One-Stop solution for Truck/Bus tyre customers, like, Wheel Alignment, Wheel Balancing and Nitrogen Inflation etc.

Fleet Management service was enriched with the launch of ''Heal the Wheel'' service camps conducted across the country. Engaging with the customers at various fora helps the Company getting customer feedback on products and services leading to co-creation of new initiatives.

In the Passenger Car Segment, JK Tyre has launched India''s first tyre breakdown assistance service called ''Fix-a-Tyre''. Your Company has been operating a chain of one-stop retail & tyre care outlets - ''JK Tyre Steel Wheels''. These provide services like Wheel Alignment, Balancing and automatic tyre changer, besides offering a wide range of JK Tyre Passenger Car Radials, under one roof.

JK TREADS

As reported in earlier years, your Company entered the business of offering retreading solutions to its customers, in particular to Truck & Bus operators Chain of franchisee retreaders offering ''JK Treads'', has been further enlarged to help customers using Truck/Bus radials to derive maximum life and optimum value of this superior product.

R&D and TECHNOLOGY

Your Company pursues growth strategy through Technology Edge in the ever growing competitive scenario in India as well as globally where its products are sold. Towards this end, Company''s R&D Centers closely work in partnership with various academic institutions for technology development, with raw material suppliers to develop specific application oriented materials, and with Global OEMs for sustainable development and growth.

The R&D efforts of the Company are focused in the field of advanced material, alternative material, nano technology, process & product simulation, predictive technology, advanced tyre mechanics including tyre characterization and other relevant areas. It''s in-house R&D Centers work in close association with Hari Shankar Singhania Elastomer and Tyre Research Institute (HASETRI), a premier scientific and industrial research organization (SIRO), as also ''RPS Centre of Excellence for Tyre & Vehicle Mechanics'', a unique industry-academia joint venture, located at IIT Madras.

Various R&D facilities and the JK Tyre Tech Centre are driven by highly competent and dedicated team of scientists, engineers and technologists.

ACCREDITA- TIONS

JK Tyre has since its inception, been making continuous endeavours towards achieving excellence in all areas of its operations.

Besides maintaining ISO/TS-16949 Quality Manage- ment System for Automotive Industry, Environment Management System ISO-14001:2004 and OHSAS-18001:2007 certification; several improvement initiatives like Total Productive Maintenance (TPM), Manufacturing Excellence, Sustainability, Social Accountability (SA-8000) etc. have been undertaken to pursue green environment.

During the year, your Company''s Jaykaygram Tyre Plant and Mysore Tyre Plants have received ISO 50001 Energy Management System Certification from British Standard Institution. Jaykaygram Tyre Plant has achieved this rare distinction of becoming the first Tyre plant in Asia and the second Tyre plant in the world. Chennai Tyre Plant has received letter of Conformance for TS-16949 certification.

MOTORSPORTS

JK Racing Asia Series made its debut in Europe and hosted three rounds in World''s renowned European Circuits, in the year under review. It also participated in the Formula 1 Indian Grand Prix as a support race for the second consecutive year.

JK Tyre continues to sponsor ''JK Tyre National Racing Championship'' and ''JK Tyre National Karting Championship'' for the 16th consecutive year. To support grassroots'' level rallying, JK Tyre organised inaugural edition of 6 round JK Tyre National TSD Rally Championship. For the third consecutive year, JK Tyre along with Constitution Club of India organized the car rally for the Members of Parliament(MPs), in which several MPs and Union Ministers participated.

AWARDS

Your Company received several coveted accolades during the year. To mention a few, ''Greentech Environment Award - 2012'' in Gold category, ''Greentech Safety Award 2012'', Award for ''Water Efficiency Unit'' by CII, Award for Organization with Innovative HR Practices from Asia Pacific HRM Congress.

CONSERVATION OF ENERGY ETC.

The details as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this Report and forms part of it.

SUBSIDIARY COMPANIES

The particulars required under the provisions of the Companies Act, 1 956 in respect of the subsidiary companies are appended.

The statement pursuant to Section 212 of the Companies Act, 1956 read with General Circular No. 51/12/2007-CL-III dated 8th February, 2011 of the Ministry of Corporate Affairs, containing the details of the Company''s subsidiaries is attached.

In terms of the said Circular dated 8th February, 2011 and the Company having satisfied the conditions stipulated therein, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board and the Auditors of all the subsidiary companies have not been attached to the Balance Sheet of the Company. However, the annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and of the subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any member at the Head Office of the Company and that of the subsidiary companies concerned.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re-appointment. The observations of the Auditors in their report on Accounts read with the relevant notes are self explanatory.

COST AUDIT

The Cost Audit for the financial year ended 31st March 2012 was conducted by M/s R.J.Goel & Co., Cost Accountants, Delhi and as required, Cost Audit report was duly filed with Ministry of Corporate Affairs, Government of India. The Audit of the Cost Accounts of the Company for the financial year ended 31st March 2013 is being conducted by the said firm and the Report will also be filed.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employees is annexed to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your Directors state that :-

i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in ac- cordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detect- ing fraud and other irregulari- ties; and

iv) the annual accounts have been prepared on a going con- cern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation received from several State Governments including those of Rajasthan, Madhya Pradesh, Karnataka, Tamil Nadu and the Governments of India and Mexico. The Directors thank our valued customers, business and channel partners, bankers and other stakeholders for their continued support.

Your Directors also record their appreciation for the dedication and commitment of ''Team-JK Tyre'' which has enabled the Company to continue to forge ahead and grow.

On behalf of the Board of Directors

The 27th May 2013 Dr. Raghupati Singhania

New Delhi Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the year ended 31st March 2012.

OPERATIONS

Turnover for the year under review was at all time high of Rs. 6,152 Crores recording an increase of 17% over the previous year. Operating Profit for the year was Rs. 283 Crores and Profit Before Tax was Rs. 13 Crores.

The Company along with its wholly owned subsidiary JK Tornel achieved a turnover of Rs. 7,456 Crores during the year.

The year began on a promising note with robust sale of automotives across various segments. Economy was expected to grow at 9%. However, in order to contain inflation, monetary policy was tightened, during the year, resulting in steep increase in interest rates. The automotive sector was adversely affected and passenger car segment grew by merely 2.7%. Consequently demand for tyres slowed down.

During the year, operations were disrupted at Mysore Plant II and Banmore Plant for 45 days and 60 days respectively, pursuant to go slow resorted to by a section of workmen at these locations. This illegal partial stoppage of work resulted in loss of production and profit to the Company.

Second half of the year witnessed severe volatility in foreign exchange rate movement, thus substantially impacting the cost of imported raw materials. All round cost push on the one hand and slow down in the automotive sales on the other, affected profitability.

The Company continued its relentless drive towards improving operating parameters, cost cutting, enrichment of product mix and enlarging market network. This helped contain the impact of these factors to some extent.

DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 2.50 per Equity Share of Rs. 10 each (25%) on the Equity Share Capital of Rs.41.06 Crores. The Dividend outgo will be Rs.11.93 Crores (inclusive of dividend tax of Rs. 1.67 Crores).

APPROPRIATIONS

The amount available for appropriation, including surplus from previous year and debenture redemption reserve no longer required is Rs. 60.45 Crores. The Directors propose this to be appropriated as under:

(Rs. Crores)

General Reserve 10.00

Dividend 10.26

Corporate Dividend Tax 1.67

Surplus carried to Balance Sheet 38.52

60.45

EXPANSION PROJECTS

Several expansion projects launched in the earlier years went on stream during the year:

Truck Radials

Expansion at Mysore for further enhancing the capacity to 10 lac tyres p.a. was completed.

Chennai Project

The new green site all radial plant at Chennai went on stream towards the end of the year. This facility with a capacity of 25 lac Car radials p.a. and 2 lac Truck/ Bus radials p.a., will strengthen our market presence significantly in the year ahead. The coming financial year shall have the benefit of enhanced production from this Plant.

Another expansion of Chennai Tyre Plant by 2 lac Truck/Bus radials p.a. has been undertaken, which is expected to go on stream during the current year.

With the completion of the above projects, the turnover of the Company is expected to increase significantly in the current year, cementing JK Tyre's leadership in Radials.

Plans have been drawn for further enhancing capacity of Chennai Tyre Plant, both for Passenger Car Radial & Truck Radial tyres.

JK TYRE-MOVING AHEAD

Inspite of difficult and challenging year for the Tyre Industry, JK Tyre continued to march ahead driven by continued zest for growth;

- Turnover from Indian Operations at Rs. 6,152 Crores grew by 17% and consolidated Turnover including JK Tornel, Mexico at Rs. 7,456 Crores - up 16%,

- Total exports from India and Mexico crossed Rs. 1,000 Crores, an increase of 35% over previous year.

- JK Tyre maintained its leadership position as India's No.l in Truck and Bus Radial tyre manufacturer. 27% of Company's production in Truck/Bus tyre category is already radialised. This position will be further strengthened with the commissioning of its new capacities at Mysore and at the new all radials Chennai plant,

- A number of new size of Ultra Large OTR tyres were introduced, for various dumpers and loaders. Their performance have been applauded by the users.

- Once again "JK Tyre" has been selected as a "Super Brand" and continues to be India's first and only Tyre Super Brand.

- JK Tyre partnered in the first ever Formula 1 championship held in India. It has acquired the rights of renowned world series 'Formula BMW Pacific'which is now known as "JK Racing Asia Series" with the participating cars racing on speclaiy made UK Tyres'. The race was run along with the First ever Formula 1 championship held In India.

TRUCK/BUS RADIALISATION

It Is Indeed heartening to note that radialization of truck/bus segment Is now catching up fast with current radialization being at 19%, which Is expected to Increase significantly to 35% In the next couple of years.

Your Company envisioned this much earlier, built capacities and continues to be the Truck/Bus Radials' leader In India. Already 27% of the Truck/Bus tyre production at JK Tyres Is that of Radlals.

JK TREAD

Doubling of capacity of retread material was completed during the year, as planned. The Company markets Its retreading services under the brand UK Tread'. The network of franchises has been expanded across the country, which offer end-to-end solutions to customers for retreading, both Blas as well as Radial truck/bus tyres.

EXPORTS

Your Company exports Its products to over 80 countries across the six continents, offering its wide range of products. During the year, your Company's export registered an increase of 41% with exports at Rs. 590 Crores,

In addition to exports from India It also exports tyres from JK Tomel, which amounted to Rs. 428 Crores, thus the total exports were at Rs. 1,018 Crores.

JKTORNEL

JK Tomel, Mexico, recorded a Sales of 3447 Mn Pesos [Rs. 1,304 Crores) a growth of 13% over previous year. JK Tornel continues to Improve Its operations In several areas. There was significant Increase In the production of Passenger Car Radials. Plans have been drawn to expand Passenger Car Radials capacity to meet the growing demand In this segment, JK Tornel has entered for the first time In the highly competitive and prestigious Passenger Car Radial OE segment for supply of tyres to Chrysler and Nissan after a rigorous OEM approval procedure.

Slow recovery in the American markets as well as Increased costs & foreign exchange rate volatility faced during the year was a challenge for JK Tornel.

JK Tornel enhanced its exports to North and South American markets, it also exports tyres In "JKTYRE" brand in addition to its range of "TORNEL" branded tyres.

R&D AND TECHNOLOGY

Technology and R&D has been the key driving force at JK Tyre. Your Company's vision to deliver world class products to the changing needs of the customer has enabled team JK Tyre to continuously deliver newer and newer innovative products.

Your Company's technology leadership is derived from Its In-house R&D Centres, multidisciplinary collaborative research work with premier institutions of R&D including HASETRI and raw material suppliers In the field of highly complex materials, predictive technology, tyre characteristics, testing and other allied areas

Various projects have been Initiated for reduction of cycletimeinall operations, optimization of components In the tyres and standardization of materials and processes. New technological approaches and computing capabilities using mathematical methods to simulate the tyre behaviour in traction, breaking and cornering have been developed.

JK Tyre is also continuously improving productivity and quality in manufacturing processes like mixing, extrusion, calendaring, building and curing. Furthermore, innovative initiatives are being taken for substituting materials as well as using eco friendly raw material in manufacturing.

VALUE ADDED SERVICES TO CUSTOMERS

JK Tyre continues to drive the Radial Revolution in India. Providing value to customers has always been JK Tyre's forte and towards this end, your Company has made significant investments. The Company serves its customers through "JK Truck Radial Tyre Care Centres" located along major National Highways in the country which operate 365 days/24 hours, for repair & service of tyres. The Company also runs a unique Fleet Management Program which has enabled major fleets to optimise operating costs through tyre care provided by dedicated JK Tyre service teams.

Taking these initiatives further, JK Tyre has launched "TRUCK WHEELS" a new concept for providing "Total Tyre Solutions" for Truck/Bus tyres. Several such centres have been established, which enable truckers to avail of services like repair, retread, wheel alignment & balancing and other allied services like nitrogen air care which enhances tyre life.

Your Company has been operating several one-stop passenger radial retail and tyre care outlets "JK Tyre Steel Wheels" across the country for last several years. These 130 outlets provide to the customers, value added services like computerized wheel alignment, balancing and automated tyre changing, air care etc., in addition to offering wide range of JK Tyre, under one roof.

MOTORSPORTS

The year 2011 was a remarkable one for Indian Motorsport and for JK Tyre, in particular. The highest echelon of motorsport-Formula 1 was successfully hosted in India. It was a proud moment for your Company to be a part of the biggest motorsport extravaganza and to join the most coveted club of top brands of the world.

During the year, the Company acquired the Formula BMW Series and rechristened it as the JK Racing Asia Series (JKRAS). With this acquisition, JK Tyre created history in Indian Motorsport by becoming the first Indian company to acquire an FIA accredited series.

At the 2011 inaugural season, the JKRAS was a support race at the Formula One Grand Prix in Malaysia, Singapore and India, providing exposure to the young racing talents to prove their mettle in front of motorsports fraternity.

These races had a very large viewership across the globe, providing JK Tyre an excellent platform for reinforcing its presence in the Motorsports which added significant value to JK Tyre brand.

AWARDS

During the year, your Company received several coveted awards. To mention a few, the Company received GOLDEN PEACOCK AWARD for "ENVIRONMENT MANAGEMENT", Asia's best Employer Branding Awards 2011 for "TALENT MANAGEMENT" and Greentech Environment Award - "CATEGORY GOLD". JK Tyre has been selected as a Super Brand once again and continues to be India's first and only Tyre Super brand. JK Tyre has also been recognized as an Indian Power brand. It is heartening to note that Dr. Raghupati Singhania, Vice Chairman & Managing Director of the Company received "CORPORATE ICON OF THE YEAR AWARD" by IIPM POWER BRAND.

CONSERVATION OF ENERGY ETC.

The details as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are annexed, Annexure -1.

DIRECTORS

Shri Swaroop Chand Sethi and Shri Arvind Singh Mewar retire by rotation and being eligible offer themselves for re-appointment at the Annual General Meeting.

The Board of Directors appointed Shri Vimal Bhandari and Shri Ashwani Kumar Puri, as Additional Directors pursuant to Section 260 of the Companies Act, 1956 with effect from 29th July 2011. Shri Puri has since resigned and has ceased to be a Director. In terms of the said Section, Shri Bhandari will hold office as Director upto the date of the ensuing Annual General Meeting, The Company has received a notice in writing from a member proposing candidature of Shri Bhandari for being appointed as a Director, liable to retire by rotation. The Board recommends appointment of Shri Bhandari as a Director.

Nomination of Shri Ashok U. Katra has been withdrawn by IDBI Bank Ltd. from the Board of the Company with effect from 10th May 2012.

The Board records its deep appreciation for the valuable services rendered by Shri Katra and Shri Puri during their respective tenures of office.

SUBSIDIARY COMPANIES

The particulars required under the provisions of the Companies Act, 1956 in respect of the subsidiary companies are appended.

The statement pursuant to Section 212 of the Companies Act, 1956 read with General Circular No, 51/12/2007-CL-lll dated 8th February, 2011 of the Ministry of Corporate Affairs, containing the details of the Company's subsidiaries is attached,

In terms of the said Circular dated 8th February 2011 and the Company having satisfied the conditions stipulated therein, copies of the Balance Sheet, Profit & Loss Account, Reports of the Board and the Auditors of all the subsidiary companies have not been attached to the Balance Sheet of the Company. However, the annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and of the subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any member at the Head Office of the Company and that of the subsidiary companies concerned.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re-appointment. The observations of the Auditors In their report on Accounts read with the relevant notes are self explanatory,

COST AUDIT

The Cost Audit for the financial year ended 31st March 2011 was conducted by M/s R.J. Goel & Co., Cost Accountants, Delhi and as required Cost Audit report was duly filed with Ministry of Corporate Affairs, Government of India. The Audit of the Cost Accounts of the Company for the year ended 31st March 2012 is being conducted by the said firm and the Report will also be filed.

PARTICULARS OF EMPLOYEES

Information In accordance with the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended regarding employees Is annexed to this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid Information. Any member Interested In obtaining such particulars may write to the Company Secretary at the registered office of the Company,

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices, Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, your Directors state that :-

I) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

III) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation received from State Governments of Rajasthan, Madhya Pradesh, Karnataka and Tamil Nadu, and the Governments of India and Mexico. The Directors also thank our customers, business and channel partners, bankers and other stakeholders for their continued support,

Your Directors also record their appreciation for the dedication and passion of Team-JK Tyre' which has enabled the Company to continue to surge ahead in these challenging times.

On behalf of the Board of Directors

The 15th May, 2012 HARI SHANKAR SINGHANIA

New Delhi CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the year ended 31 st March 2010.

The Company is observing this year as the Birth Centenary Year to pay humble respects to late Lala Lakshmipat Singhania (1910-1976), who had been a great Visionary and a Key Architect of JK Organisation. He believed in the philosophy of inclusive growth encompassing all sections of the Society. The Companys all time high Sales and Profits this year is a befitting tribute to the great Founder.

Sales and other income during the year under review was Rs. 3971 Crores, recording an increase of 8% over that of previous period (annualised). Operating Profit for the year was double at Rs. 420 Crores. Profit Before Tax for the year was Rs. 246 Crores and Profit After Tax was Rs. 163 Crores.

The year was full of challenges and achievements. India is one of the few countries which recovered early from economic slowdown and recorded GDP growth of 7.2% during the year 2009-10. As a consequence, Automobile Industry grew at about 27-28% and tyre production increased by 19% during the year.

JK Tyres domestic operations improved with overall higher production. Despite prolonged illegal strike at its Kankroli plant, the turnover increased by 8%. The Directors are pleased to report that the operations have normalised and the Company has achieved improved operating efficiencies on all parameters.

Tornel - Mexico, which your Company acquired last year, has turned around and recorded an impressive performance during the year. Tornel has contributed to your Companys growth both in top line as well as profitability. This is despite severe world-wide economic slowdown last year which particularly affected global Automobile Industry.

Automobile Industry in India having made an impressive recovery last year, continues to consolidate and perform exceedingly well in the current year as well. With an expected GDP growth of 8 - 9% in the current year and continued good performance by the Automobile Industry, this augers well for the Tyre Industry which is poised to grow in the years ahead.

There has been spurt in the input costs with natural rubber prices more than doubling during the year. The Company could partly mitigate the increased costs by all round improvement in operating efficiencies, higher productivity, cost reduction measures and richer product mix.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 3.50 per Equity Share of Rs. 10 each (i.e. 35%) on the Equity Share Capital of Rs 41.06 Crores. The dividend outgo will be Rs. 16.76 Crores (inclusive of dividend tax of Rs. 2.39 Crores).

APPROPRIATIONS

The amount available for appropriation including surplus from previous year and debenture redemption reserve no longer required is Rs. 196,04 Crores. The Directors propose this to be appropriated as under:

(Rs, Crores)

Debenture Redemption Reserve 1.01

General Reserve 100.00

Dividend 14.37

Corporate Dividend Tax 2.39

Surplus carried to Balance Sheet 78.27

196.04

JK TYRE - A YEAR OF ACHIEVEMENTS

In the year gone by, apart from achieving highest sales and profits, the Company crossed many significant milestones.

- Capacity expansion of Truck/Bus Radials (TBR) from 4 Lacs to 8 Lacs tyres per annum with an investment of Rs. 315 Crores becoming fully operational.

- Cumulative sales of TBR tyres in the domestic market crossed 2 million mark and JK Tyre continuing to be Indias Number 1 TBR manufacturer, accounting for 75% of Indian Truck/Bus Radial production.

- JK Tyre produced, its first, Ultra Large OTR tyres of 51" size, and 9 feet high, weighing 1.8 tons each. These were delivered to BEML.

- JK Tyre was selected as vSuperbrand, yet again, for the period 2009-10 based on an extensive consumer survey, and selection by the Superbrands Council of India.

- The Worlds first OnLEVEL flat surface tyre testing machine, capable of doing various performance tests, was installed at HASETRI in association with Companys R&D. The machine, the first of its kind in the world, has enhanced Companys technological capability manifold.

GROWTH - A WAY OF LIFE AT JK TYRE

India is fast emerging as a global hub for small cars. Worlds major automobile manufacturers have set up or have plans to set up world class manufacturing facilities in India for domestic as well as global markets.

Driven by accelerated economic activity and buoyancy in demand for tyres, your Company has already undertaken a series of expansions.

EXPANSIONS Truck/Bus Radial

Your Company continues to be the leader in Truck/ Bus Radial with a state-of-the-art manufacturing facility at Mysore. The expanded capacity of Truck/ Bus Radial tyres at 8 Lac tyres p.a. at this plant was formally inaugurated during the year. This has further strengthened Companys commanding position in this growing segment. This plant is now being further expanded to 1 million tyres per annum. The expanded capacity shall be available in first quarter of next fiscal year.

Passenger Car Radials

Companys ongoing expansion at the existing Car Radial Plant at Banmore for enhancing the capacity by 5.34 Lac Car Radial tyres per annum is well on schedule and shall be completed by the middle of current year.

Off The Road Tyres (OTR)

Your Company enjoys the highest market share in the OTR market. To further strengthen its position, the Company undertook an expansion project estimated to cost Rs. 120 Crores, which is progressing as per schedule and is expected to be completed by mid 2010. The Company has already delivered the first batch of Ultra large size OTR tyres, ahead of the agreed schedule, to BEML, our prime OEM customer.

New Green Site project

Your Company has undertaken to set up a new green site facility in Tamil Nadu for manufacture of 25 Lac Car radial and 2 Lac Truck/Bus radial tyres per annum, This is, in addition to the above mentioned expansion at its existing Truck/Bus Radial tyre facility at Mysore to 1 million tyres per annum. The above expansions are estimated to cost Rs.930 Crores. All arrangements have been made for tieing up financing thereof.

The Company has already taken pos- session of land and construction at the new site is expected to start shortly. The green site project shall be operational by the end of next year. With the com- pletion of these proj- ects, the turnover is expected to in- crease significantly in the years ahead.

TORNEL

Last year, your Company acquired 100% Equity Shares and management of Compania Hulera Tornel (CHT), a well established Tyre Company in Mexico with 3 tyre manufacturing plants and combined capacity of 6.6 million tyres p.a. Soon after acquisition, JK Tyre started streamlining and improving Tornels operations. Despite economic downturn which has severely hit Automotive Industry in North and South America resulting into significant demand contraction, Tornel has recorded an excellent performance during the year 2009. Tornel achieved Gross Sales of 2472 million pesos (Rs. 893 Crores) and recorded a Profit After Tax of 169 million pesos (Rs. 61 Crores) in the year 2009.

CUSTOMER ENGAGEMENT

With a view to build long term sustainable relationship with the customers, your Company has taken several steps, thereby moving up the value chain. Towards this end, JK Tyre Steel Wheels have been providing wide range of services and tyre care solutions primarily to the passenger car customers. JK Tyre has 125 Steel Wheels in 75 cities across the country from Srinagar to Kanyakumari and Ahmedabad to Aizawal. Further more, JK Radial Tyre Care Centres provide necessary facilities for Truck / Bus Radial tyre repair & servicing including alignment / balancing, enabling the customer to derive maximum value out of the technologically superior JK Truck / Bus Radial tyre. In addition, the Companys Fleet Management Programme has been a success since its inception for providing pre and post sales service and technical assistance to fleets. Your Company has now launched Retreading facilities to provide end to end solution to the customers.

RETREAD BUSINESS

Your Company has entered the Retreading business under the brand "JK TREADS". This will provide end to end solutions to the customers helping them realize enhanced value from Companys products.

TECHNOLOGICAL EDGE

JK Tyre pioneered the Radial Technology in the country three decades ago, and is in the forefront of development of tyre technology in India.

Your Companys technological strength is derived from its in-house R&D centres multidisciplinary collaborative research work with premier institutions of research and development such as HASETRI, in fields of materials, predictive technology, tyre characteristics testing and other allied areas.

Towards this end, Companys in-house R&D Centre in association with HASETRI has installed a state-of- the-art ONLEVEL Tyre Test System, the first of its kind in the world, to provide real data in real time for a wide range of tests and evaluate various scenarios a tyre may be subjected to on a vehicle, This has helped the Company in reducing the tyre development time and make available to the customer technologically superior products.

The Centre of Excellence at NT Madras is the epitome of industry academia collaboration in the field of vehicle dynamics & tyre Mechanics. The tools & techniques developed here are used and integrated into product development process at JK Tyre.

JK Tyre Test Track at Chennai keeps your Company at the cutting edge of tyre technology.

EXPORTS

Your Company is a strong global player with a presence in over 80 countries across 6 continents offering a wide range of products backed by world class technology.

JK Tyre enjoys a premium brand status in various advanced markets including USA and Australia.

The acquisition of TORNEL in Mexico has further added substantial value to the existing JK Tyre exports and has reinforced your Companys brand positioning in the global markets.

CONSERVATION OF ENERGY ETC.

The details as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are annexed.

DIRECTORS

Shri Hari Shankar Singhania and Shri Arvind Singh Mewar retire by rotation and being eligible offer themselves for re-appointment at the Annual General Meeting,

The Board of Directors appointed Shri Arun K. Bajoria with effect from 20th January 2010 as an Additional Director pursuant to Section 260 of the Companies Act, 1956. The Board also appointed Shri Arun K. Bajoria as Whole-time Director with the designation "President & Director" of the Company for a period of three years, with effect from the said date. In terms of Section 260 of the said Act, Shri Bajoria will hold office as a Director upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing candidature of Shri Bajoria for the office of a Director, liable to retire by rotation. The Board recommends appointment of Shri Bajoria as a Director.

The Board at its meeting held on 20th January 2010 noted withdrawal of nomination of Shri N.C. Muniyappa, IAS by Karnataka State Industrial Investment & Development Corporation Ltd. (KSIIDC) and placed on record its appreciation for the valuable services rendered by Shri N.C. Muniyappa as a Director of the Company during his tenure of office. The Government of Karnataka has since withdrawn the nomination of KSIIDC nominee from the Board of the Company.

SUBSIDIARY COMPANIES

The particulars required under the provisions of the Companies Act, 1956 in respect of the subsidiary companies are appended.

The Statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Companys subsidiaries is attached.

In terms of the approval granted by the Central Government under Section 212 (8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account, Reports of the Board and the Auditors of all the Subsidiary Companies have not been attached to the Balance Sheet of the Company. However, the related detailed information of the annual accounts of the Subsidiary Companies will be made available to the investors seeking this information at any point of time. The annual accounts of the Subsidiary Companies are also available for inspection by the investors at the Head Office of the Company and that of the respective Subsidiary Companies.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re- appointment. The observations of the Auditors in their Report on Accounts read with the relevant notes are self explanatory.

COST AUDIT

The Audit of the Cost Accounts of the Company for the year ended 31 st March 2010 is being conducted by the Cost Auditor and the Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 21 7 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended regarding employees is annexed to this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Companys New Delhi address.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 21 7 (2AA) of the Companies Act 1956, your Directors state that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) proper and suffi- cient care has been taken for mainte- nance of adequate accounting records in accordance with the provisions of the said Act for safe- guarding the assets of the Company and for preventing and detecting fraud and other irregulari- ties; and

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation received from the financial institutions, banks, various central and state government agencies, the technical collaborators M/s Continental AG - Germany, shareholders, suppliers, dealers and in particular the valued customers.

Your Directors also record their appreciation for the dedication and passion of vTeam-JK Tyre which has enabled the Company to remain at the forefront of the Industry.

On behalf of the board

The 25th May,2010 H.S.SINGHANIA

New Delhi CHAIRMAN



 
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